UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM N-CSR

 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
 
 
Investment Company Act file number:            811-08979
 
 
Victory Variable Insurance Funds
(Exact name of registrant as specified in charter)
 
4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio                   44144
      (Address of principal executive offices)                         (Zip code)
 
Citi Fund Services Ohio, Inc., 4400 Easton Commons Suite 200, Columbus, Ohio 43219
(Name and address of agent for service)
 
Registrant’s telephone number, including area code: (800) 539 3863
 
Date of fiscal year end: December 31
 
Date of reporting period: December 31, 2024
 
 
 
Item 1. Reports to Stockholders.
 
          (a)
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Victory 500 Index VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory 500 Index VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$31
0.28%

What affected the Fund’s performance during the 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. 

 

During the reporting period, the Fund saw positive absolute returns in 10 sectors, with the information technology sector contributing the most to absolute performance. The Fund saw a negative absolute return in only the materials sector as it lagged all other sectors.

 

The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory 500 Index VIP Series Class I - $33,593
S&P 500® Index (regulatory broad based index) - $34,254
Victory US Large Cap 500 Index - $34,499
12/14
$10,000
$10,000
$10,000
12/15
$10,103
$10,138
$10,127
12/16
$11,290
$11,351
$11,279
12/17
$13,728
$13,829
$13,801
12/18
$13,090
$13,223
$13,212
12/19
$17,154
$17,386
$17,429
12/20
$20,608
$20,585
$21,239
12/21
$26,260
$26,494
$26,988
12/22
$21,178
$21,696
$21,647
12/23
$26,883
$27,399
$27,521
12/24
$33,593
$34,254
$34,499

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
24.96%Footnote Reference
14.39%
12.88%
S&P 500® IndexFootnote Reference1
25.02%
14.53%
13.10%
Victory US Large Cap 500 IndexFootnote Reference2
25.36%
14.63%
13.18%
FootnoteDescription
Footnote
High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.
Footnote1
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.
Footnote2
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℠ (“Parent Index”). The Parent Index measures the performance of the largest 3000 U.S. equity securities with readily available price data.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$90,272
Number of Holdings
508
Investment Advisory Fees
$234
Portfolio Turnover
3%

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.

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Group By Sector Chart
Value
Value
Real Estate
2.0%
Utilities
2.2%
Energy
3.3%
Consumer Staples
5.4%
Industrials
8.3%
Communication Services
9.6%
Health Care
10.1%
Consumer Discretionary
11.0%
Financials
13.5%
Information Technology
32.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Apple, Inc.
7.4%
NVIDIA Corp.
6.2%
Microsoft Corp.
6.1%
Amazon.com, Inc.
4.0%
Meta Platforms, Inc., Class A
2.5%
Tesla, Inc.
2.2%
Alphabet, Inc., Class A
2.2%
Broadcom, Inc.
2.1%
Alphabet, Inc., Class C
1.9%
JPMorgan Chase & Co.
1.3%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-SPVIP — AR (12/24)

Victory High Yield VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory High Yield VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us. This report describes changes to the Fund that occurred during the period. 

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$93
0.89%

What affected the Fund’s performance during the period?

Top contributors to performance:

  • The Fund’s allocations to pharma, wireless, and independent industries.

  • Security selection in health care, consumer products, and airlines industries.

  • The Fund’s allocation to debt securities rated BB & CCC rated contributed to positive performance.

Top detractors from performance:

  • The Fund’s allocations to media, wirelines, and oil field services industries.

  • Security selection of certain debt securities of issuers in media, retail, and pharma industries.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory High Yield VIP Series Class I - $16,792
Bloomberg U.S. Universal Index (regulatory broad based index) - $11,875
Bloomberg U.S. Corporate High Yield Index - $16,552
12/14
$10,000
$10,000
$10,000
12/15
$9,542
$10,043
$9,553
12/16
$11,015
$10,436
$11,190
12/17
$12,110
$10,862
$12,029
12/18
$12,146
$10,835
$11,779
12/19
$14,076
$11,841
$13,466
12/20
$15,191
$12,739
$14,424
12/21
$16,080
$12,598
$15,185
12/22
$13,901
$10,961
$13,486
12/23
$15,488
$11,638
$15,299
12/24
$16,792
$11,875
$16,552

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
8.42%
3.59%
5.32%
Bloomberg U.S. Universal IndexFootnote Reference1
2.04%
0.06%
1.73%
Bloomberg U.S. Corporate High Yield IndexFootnote Reference2
8.19%
4.21%
5.17%
FootnoteDescription
Footnote1
The unmanaged Bloomberg U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD denominated, taxable bonds that are rated either investment-grade or below investment-grade
Footnote2
The unmanaged Bloomberg U.S. Corporate High Yield 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.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$19,030
Number of Holdings
208
Investment Advisory Fees
$122
Portfolio Turnover
109%

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.

Asset AllocationFootnote Reference* (% of Net Assets)

Group By Asset Type Chart
Value
Value
Corporate Bonds
61.5%
Yankee Dollars
16.4%
Senior Secured Loans
5.6%
Exchange-Traded Funds
4.8%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

Effective October 3, 2024, Victory Capital Management, Inc. ("VCM") has terminated the Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC and effective October 4, 2024, the Fund is now managed by VCM's Victory Income Investors investment franchise.

For more complete information, you may review the Fund's prospectus, issued May 1, 2024. 

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-HYVIP — AR (12/24)

Victory RS International VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory RS International VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$96
0.93%

What affected the Fund’s performance during the period?

Top contributors to performance:

  • Positive stock selection in the industrials, consumer discretionary, and information technology sectors supported the Fund’s performance relative to the Index for the period.

  • From a regional perspective, positive stock selection in Japan and the United Kingdom contributed to relative performance.

  • Country-level contributors included Netherlands, Denmark, and New Zealand.

Top detractors from performance:

  • Negative stock selection in the materials sector hurt relative performance.

  • By region, stock selection was negative in Europe.

  • Country-level detractors included France, Switzerland, and Belgium.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory RS International VIP Series Class I - $18,294
MSCI EAFE Index (regulatory broad based index) - $16,598
12/14
$10,000
$10,000
12/15
$10,084
$9,919
12/16
$10,245
$10,018
12/17
$12,877
$12,526
12/18
$11,504
$10,798
12/19
$14,125
$13,176
12/20
$15,006
$14,205
12/21
$17,162
$15,805
12/22
$14,448
$13,521
12/23
$17,341
$15,987
12/24
$18,294
$16,598

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
5.50%
5.31%
6.23%
MSCI EAFE IndexFootnote Reference1
3.82%
4.73%
5.20%
FootnoteDescription
Footnote1
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.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$105,509
Number of Holdings
77
Investment Advisory Fees
$928
Portfolio Turnover
20%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Group By Sector Chart
Value
Value
Real Estate
3.1%
Energy
3.5%
Communication Services
4.5%
Materials
6.0%
Information Technology
9.2%
Consumer Staples
9.4%
Consumer Discretionary
10.6%
Health Care
12.4%
Industrials
15.0%
Financials
20.6%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Novo Nordisk A/S, Class B
2.9%
SAP SE
2.8%
Roche Holding AG
2.6%
Novartis AG, Registered Shares
2.5%
Allianz SE, Registered Shares
2.5%
Toyota Motor Corp.
2.2%
Barclays PLC
2.1%
Unilever PLC
2.1%
Banco Bilbao Vizcaya Argentaria SA
2.1%
Shell PLC
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-IVIP — AR (12/24)

Victory RS Large Cap Alpha VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory RS Large Cap Alpha VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$61
0.55%

What affected the Fund’s performance during the period?

In 2024, the Fund’s focus on investing in businesses with improving return on invested capital continued to generate strong results.

 

Top contributors to performance:

  • The Fund’s performance was led by strong stock selection in the utilities, communication services, and financial services sectors.

  • Within the utilities sector, Vistra Corp. generated strong results benefiting from a business shift as well as increasing electricity demand as the world shifts to artificial intelligence.

  • In the communication services sector, TKO Group Holdings, Inc. was also a positive contributor, benefiting from growing demand for both its Ultimate Fighting Championship and World Wrestling Entertainment franchises.

  • Within the financial services sector, performance was strong across the large money center banks, as increased capital markets activity propelled the stocks.

Top detractors from performance:

  • The Fund was negatively impacted during the year by some of its consumer holdings.

  • LKQ Corp., a distributor of after-market auto parts, was negatively impacted by higher insurance costs and rising inflation. While we were disappointed to see a slowdown in the business in 2024, which negatively impacted the stock, our investment outlook for this investment remains unchanged.

  • Cash flows and earnings for Mondelez International, Inc., Class A, one of the largest chocolate and snack product companies, were negatively impacted by a dramatic rise in cocoa prices.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory RS Large Cap Alpha VIP Series Class I - $24,592
S&P 500® Index (regulatory broad based index) - $34,254
Russell 1000® Value Index - $22,580
12/14
$10,000
$10,000
$10,000
12/15
$9,799
$10,138
$9,617
12/16
$10,684
$11,351
$11,285
12/17
$12,678
$13,829
$12,827
12/18
$11,537
$13,223
$11,767
12/19
$15,132
$17,386
$14,890
12/20
$15,065
$20,585
$15,306
12/21
$18,604
$26,494
$19,157
12/22
$17,797
$21,696
$17,713
12/23
$20,234
$27,399
$19,743
12/24
$24,592
$34,254
$22,580

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
21.54%Footnote Reference
10.20%
9.42%
S&P 500® IndexFootnote Reference1
25.02%
14.53%
13.10%
Russell 1000® Value IndexFootnote Reference2
14.37%
8.68%
8.49%
FootnoteDescription
Footnote
High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.
Footnote1
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.
Footnote2
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.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$799,455
Number of Holdings
52
Investment Advisory Fees
$4,118
Portfolio Turnover
25%

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.

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Group By Sector Chart
Value
Value
Utilities
2.9%
Materials
3.0%
Consumer Discretionary
3.2%
Communication Services
6.9%
Energy
6.9%
Consumer Staples
7.6%
Information Technology
8.7%
Industrials
15.2%
Health Care
16.3%
Financials
22.8%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Citigroup, Inc.
3.8%
KeyCorp
3.5%
Exxon Mobil Corp.
3.0%
Keurig Dr. Pepper, Inc.
2.9%
U.S. Foods Holding Corp.
2.9%
TKO Group Holdings, Inc.
2.7%
Teva Pharmaceutical Industries Ltd., ADR
2.7%
Cboe Global Markets, Inc.
2.5%
The Goldman Sachs Group, Inc.
2.5%
SS&C Technologies Holdings, Inc.
2.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-LCAVIP — AR (12/24)

Victory RS Small Cap Growth Equity VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory RS Small Cap Growth Equity VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$93
0.88%

What affected the Fund’s performance during the period?

The Fund’s absolute performance during the period was hindered in part by the relative performance of secular small-cap growth stocks as small growth, as defined by the Russell 2000®Growth  Index (the "Index"), significantly underperformed large growth, as defined by the Russell 1000® Growth Index.  A "secular small-cap stock" refers to a small-cap company that is positioned to benefit from long-term, sustained industry trends that are not closely tied to short-term economic cycles. In other words, the company is likely to experience growth even during market turndowns.

 

We believe the multi-year underperformance of innovative smaller-cap growth stocks has created an outsized opportunity for smaller-cap growth stocks, as current valuations (defined as the forward price-to-earnings ratio, excluding non-earners) of the Index are the cheapest since the 1979 inception of the Index relative to the Russell 1000®  Growth Index (per FactSet).

 

Top contributors to performance:

  • Fund performance relative to the Index was positively impacted during the year by stock selection in the information technology, consumer staples, and financials sectors.

Top detractors from performance:

  • The largest detractor from performance relative to the Index was the Fund’s holdings of securities in the health care sector.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory RS Small Cap Growth Equity VIP Series Class I - $19,028
Russell 3000® Index (regulatory broad based index) - $32,604
Russell 2000® Growth Index - $21,772
Russell 2000® Index - $21,223
12/14
$10,000
$10,000
$10,000
$10,000
12/15
$10,062
$10,048
$9,862
$9,559
12/16
$10,206
$11,327
$10,978
$11,595
12/17
$14,105
$13,721
$13,411
$13,294
12/18
$12,941
$13,002
$12,163
$11,830
12/19
$17,959
$17,035
$15,628
$14,849
12/20
$24,794
$20,593
$21,040
$17,813
12/21
$22,208
$25,877
$21,636
$20,453
12/22
$14,133
$20,907
$15,933
$16,273
12/23
$17,017
$26,334
$18,906
$19,028
12/24
$19,028
$32,604
$21,772
$21,223

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
11.82%
1.16%
6.64%
Russell 3000® IndexFootnote Reference1
23.81%
13.86%
12.55%
Russell 2000® Growth IndexFootnote Reference2
15.15%
6.86%
8.09%
Russell 2000® IndexFootnote Reference3
11.54%
7.40%
7.82%
FootnoteDescription
Footnote1
The unmanaged Russell 3000® Index is a market-capitalization-weighted index that measures the performance of the 3,000 largest U.S. stocks by market capitalization and covers 98% of the investable U.S. equity universe.
Footnote2
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.
Footnote3
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.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$70,182
Number of Holdings
109
Investment Advisory Fees
$550
Portfolio Turnover
124%

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.

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Group By Sector Chart
Value
Value
Real Estate
0.5%
Communication Services
0.9%
Energy
2.2%
Materials
2.6%
Consumer Staples
3.8%
Financials
9.4%
Consumer Discretionary
10.7%
Information Technology
20.8%
Industrials
23.0%
Health Care
24.6%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

FTAI Aviation Ltd.
2.5%
Semtech Corp.
2.2%
Under Armour, Inc., Class C
1.9%
Applied Industrial Technologies, Inc.
1.7%
Varonis Systems, Inc.
1.7%
Utz Brands, Inc.
1.6%
Champion Homes, Inc.
1.6%
Gitlab, Inc., Class A
1.5%
Modine Manufacturing Co.
1.5%
Paylocity Holding Corp.
1.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-SCGEVIP — AR (12/24)

Victory Sophus Emerging Markets VIP Series 

Image

Class I  

 

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory Sophus Emerging Markets VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 Investment
Class I
$139
1.35%

What affected the Fund’s performance during the period?

Top contributors to performance:

  • Stock selection in industrials served as the most significant contributor to performance in the period. We were moderately overweight this sector.

  • Taiwan was another significant contributor to relative performance, driven by positive stock selection within the technology sector. Within industrials, Fortune Electric Co. Ltd outperformed due to the previously mentioned power investments. We were moderately underweight this country.

  • The materials sector also significantly contributed to relative performance, due to positive stock selection, as evidenced by holdings including Shandong Nanshan Aluminum, Western Mining, and Welspun Corp. Ltd. The Fund benefited from our underweight allocation in poor performer POSCO. The Fund was effectively neutrally positioned in this sector.

Top detractors from performance:

  • The third quarter was flooded by conflicting signals and periods of sharp reversals, which resulted in elevated market volatility, with sentiment changing sometimes on a weekly basis. This proved a challenging environment for the Fund’s quantitative models to perform. As such, the impact of market volatility was one of the most significant detractors from performance in 2024.

  • The consumer discretionary sector was the most significant detractor from relative performance, due to negative stock selection concentrated largely amongst a handful of underperforming investments that the Fund held over the course of the year. The Fund was moderately overweight the consumer discretionary sector during the period.

  • China-based investments were most significant detractor from relative performance, driven by both stock-specific blow-ups and the Fund’s defensive positioning within that market amidst the sharp rally in the final week of the third quarter. Four consumer discretionary stocks alone accounted for roughly half of this China-centric negative attribution: Alibaba Group Holdings Ltd., Class W, PDD, Miniso, and JD.com, Inc., Class SW. The Fund was virtually neutral China.

  • Holdings in the information technology sector significantly detracted from relative performance, due to negative stock selection, driven by a combination of strong performers the Fund did not own (or held at underweight positions on average), like Hon Hai Precision Industry, Xiaomi Corp., Class W, and MediaTek; in addition to poor performers like SK Hynix, Inc., LG Innotek Co. Ltd, and Haesung DS, which the Fund held during the period. The Fund was virtually neutral positioned in this sector.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment 

Growth of 10K Chart
Victory Sophus Emerging Markets VIP Series Class I - $13,961
MSCI All Country World Index (regulatory broad based index) - $24,184
MSCI Emerging Markets Index - $14,293
12/14
$10,000
$10,000
$10,000
12/15
$8,726
$9,764
$8,508
12/16
$9,736
$10,532
$9,460
12/17
$13,910
$13,056
$12,987
12/18
$11,272
$11,827
$11,094
12/19
$13,879
$14,973
$13,139
12/20
$16,123
$17,407
$15,544
12/21
$15,410
$20,633
$15,149
12/22
$11,949
$16,844
$12,105
12/23
$13,267
$20,584
$13,295
12/24
$13,961
$24,184
$14,293

AVERAGE ANNUAL TOTAL RETURNS

1 Year
5 Year
10 Year
Class I
5.24%
0.12%
3.39%
MSCI All Country World IndexFootnote Reference1
17.49%
10.06%
9.23%
MSCI Emerging Markets IndexFootnote Reference2
7.50%
1.70%
3.64%
FootnoteDescription
Footnote1
The unmanaged MSCI All Country World Index is a free float-adjusted, market-capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets.
Footnote2
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.

FUND STATISTICS

($ amounts in 000s)

Net Assets
$23,823
Number of Holdings
125
Investment Advisory Fees
$252
Portfolio Turnover
83%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Group By Sector Chart
Value
Value
Consumer Staples
2.5%
Energy
2.9%
Real Estate
3.0%
Materials
5.1%
Health Care
5.9%
Industrials
8.4%
Communication Services
8.6%
Consumer Discretionary
14.7%
Financials
20.1%
Information Technology
25.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Taiwan Semiconductor Manufacturing Co. Ltd.
11.4%
Tencent Holdings Ltd.
6.1%
ICICI Bank Ltd., ADR
3.0%
Infosys Ltd., ADR
2.7%
Alibaba Group Holding Ltd., Class W
2.4%
SK Hynix, Inc.
2.2%
Meituan, Class W
1.9%
China Construction Bank Corp., Class H
1.7%
Xiaomi Corp., Class W
1.4%
Sun Pharmaceutical Industries Ltd.
1.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

 

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

VVIF-RS-SEMVIP — AR (12/24)

 
 
(b)  Not applicable.
 
Item 2. Code of Ethics.
 
As of the end of the period covered by this report, 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, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). During the period covered by this report, there were no amendments, nor did the Registrant grant any waivers, including any implicit waivers, from any provision of the Code of Ethics. The Code of Ethics is attached hereto as Exhibit 19(a)(1) of this Form.
 
Item 3. Audit Committee Financial Expert.
 
The Registrant’s Board of Trustees has determined that the Registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. E. Lee Beard is an “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).
 
Item 4. Principal Accountant Fees and Services.
         
(a) Audit Fees. Fees for audit services provided to the Registrant were $83,900 and $82,200 for the fiscal years ended December 31,2024 and 2023, respectively.
 
(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for audit-related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this item were $0 and $0 for the fiscal years ended December 31,2024 and 2023, respectively. The fees, paid by the Registrant, were payment for the principal accountant performing work relating to assurance and related services.
 
(c) Tax Fees. Fees for tax services, which consisted of income and excise tax compliance services, were $25,125 and $24,550 for the fiscal years ended December 31,2024 and 2023, respectively.
 
(d) All Other Fees. Fees for other services totaled $0 and $0 for the fiscal years ended December 31,2024 and 2023, respectively.
 
(e) (1) The Registrant’s Audit Committee has adopted Pre-Approval Policies and Procedures. The Audit Committee must pre-approve all audit services and non-audit services that the principal accountant provides to the Registrant. The Audit Committee must also pre-approve any engagement of the principal accountant to provide non-audit services to the Registrant’s investment adviser, or any affiliate of the adviser that provides ongoing services to the Registrant, if such non-audit services directly impact the Registrant’s operations and financial reporting.
      (2) No services described in items (b) were pre-approved by the Audit Committee pursuant to Rule 2 01(c)(7)(i)(c) of Regulation S-X.
 
(f) All of the work in connection with the audit of the Registrant during the years ended December 31,2024 and 2023 was performed by full-time employees of the Registrant’s principal accountant.
 
(g) The aggregate fees billed by the principal accountant for non-audit services to the Registrant, the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were $25,125 and $24,550 for the years ended December 31,2024 and 2023, respectively.
 
(h) The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal auditor’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. Financial Statements and Other Information.
 
(a)
 
 
December
31,
2024
Annual
Report:
Full
Financials
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
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TABLE
OF
CONTENTS
Victory
Variable
Insurance
Funds
1
Schedule
of
Portfolio
Investments
3
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)
Additional
Federal
Income
Tax
Information
25
Advisory
Contract
Approval
26
2
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Any
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and
are
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as
individual
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advice.
Past
investment
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Fund,
markets
or
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should
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be
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be
indicative
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future
results.
NOT
FDIC
INSURED
NO
BANK
GUARANTEE
MAY
LOSE
VALUE
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(99.4%)
Communication
Services
(9.6%):
Alphabet,
Inc.
,
Class
C
...................................................
9,119
$
1,736,622
Alphabet,
Inc.
,
Class
A
...................................................
10,329
1,955,280
AT&T,
Inc.
...........................................................
12,692
288,997
Charter
Communications,
Inc.
,
Class
A
(a)
.....................................
170
58,271
Comcast
Corp.
,
Class
A
..................................................
6,723
252,314
Electronic
Arts,
Inc.
.....................................................
420
61,446
Fox
Corp.
,
Class
A
......................................................
389
18,898
Fox
Corp.
,
Class
B
......................................................
234
10,703
Liberty
Media
Corp.-Liberty
Formula
One
(a)
...................................
386
35,767
Liberty
Media
Corp.-Liberty
Formula
One
(a)
...................................
40
3,362
Live
Nation
Entertainment,
Inc.
(a)
...........................................
274
35,483
Meta
Platforms,
Inc.
,
Class
A
..............................................
3,854
2,256,556
Netflix,
Inc.
(a)
.........................................................
753
671,164
Omnicom
Group,
Inc.
....................................................
344
29,598
Pinterest,
Inc.
,
Class
A
(a)
.................................................
1,035
30,015
ROBLOX
Corp.
,
Class
A
(a)
...............................................
942
54,504
Snap,
Inc.
,
Class
A
(a)
....................................................
1,904
20,506
Spotify
Technology
SA
(a)
.................................................
254
113,634
Take-Two
Interactive
Software,
Inc.
(a)
........................................
287
52,831
The
Trade
Desk,
Inc.
,
Class
A
(a)
............................................
793
93,201
The
Walt
Disney
Co.
....................................................
3,210
357,433
T-Mobile
US,
Inc.
......................................................
855
188,724
Verizon
Communications,
Inc.
..............................................
7,463
298,445
Warner
Bros
Discovery,
Inc.
(a)
.............................................
3,938
41,625
8,665,379
Communications
Equipment
(0.8%):
Arista
Networks,
Inc.
(a)
..................................................
1,831
202,380
Cisco
Systems,
Inc.
.....................................................
7,048
417,242
Motorola
Solutions,
Inc.
..................................................
295
136,358
755,980
Consumer
Discretionary
(11.0%):
Airbnb,
Inc.
,
Class
A
(a)
..................................................
737
96,849
Amazon.com,
Inc.
(a)
....................................................
16,649
3,652,624
AutoZone,
Inc.
(a)
.......................................................
30
96,060
Best
Buy
Co.,
Inc.
......................................................
349
29,944
Booking
Holdings,
Inc.
...................................................
59
293,137
Burlington
Stores,
Inc.
(a)
.................................................
112
31,927
Carnival
Corp.
(a)
.......................................................
1,770
44,108
Carvana
Co.
(a)
.........................................................
204
41,485
Chipotle
Mexican
Grill,
Inc.
(a)
.............................................
2,396
144,479
D.R.
Horton,
Inc.
.......................................................
501
70,050
Darden
Restaurants,
Inc.
..................................................
208
38,832
Deckers
Outdoor
Corp.
(a)
.................................................
267
54,225
Domino's
Pizza,
Inc.
.....................................................
61
25,605
DoorDash,
Inc.
,
Class
A
(a)
................................................
572
95,953
DraftKings,
Inc.
(a)
......................................................
833
30,988
eBay,
Inc.
............................................................
847
52,472
Expedia
Group,
Inc.
(a)
...................................................
213
39,688
Ford
Motor
Co.
........................................................
6,905
68,359
Garmin
Ltd.
...........................................................
274
56,515
General
Motors
Co.
.....................................................
1,947
103,717
Genuine
Parts
Co.
......................................................
246
28,723
Hilton
Worldwide
Holdings,
Inc.
............................................
469
115,918
Las
Vegas
Sands
Corp.
...................................................
672
34,514
Lennar
Corp.
,
Class
A
....................................................
413
56,321
Lennar
Corp.
,
Class
B
...................................................
19
2,511
Lowe's
Cos.,
Inc.
.......................................................
1,000
246,800
Lululemon
Athletica,
Inc.
(a)
...............................................
188
71,893
Marriott
International,
Inc.
,
Class
A
..........................................
431
120,223
McDonald's
Corp.
......................................................
1,271
368,450
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
NIKE,
Inc.
,
Class
B
.....................................................
2,076
$
157,091
NVR,
Inc.
(a)
..........................................................
5
40,894
O'Reilly
Automotive,
Inc.
(a)
...............................................
102
120,952
Pool
Corp.
............................................................
65
22,161
PulteGroup,
Inc.
........................................................
361
39,313
Ross
Stores,
Inc.
.......................................................
570
86,224
Royal
Caribbean
Cruises
Ltd.
..............................................
433
99,889
Starbucks
Corp.
........................................................
1,968
179,580
Tesla,
Inc.
(a)
..........................................................
4,958
2,002,239
The
Home
Depot,
Inc.
...................................................
1,761
685,011
The
TJX
Cos.,
Inc.
......................................................
1,984
239,687
Tractor
Supply
Co.
......................................................
945
50,142
Ulta
Beauty,
Inc.
(a)
.....................................................
82
35,664
Williams-Sonoma,
Inc.
...................................................
210
38,888
Yum!
Brands,
Inc.
......................................................
493
66,141
9,976,246
Consumer
Staples
(5.4%):
Altria
Group,
Inc.
.......................................................
3,002
156,975
Archer-Daniels-Midland
Co.
...............................................
843
42,588
Brown-Forman
Corp.
,
Class
B
.............................................
512
19,446
Brown-Forman
Corp.
,
Class
A
..............................................
78
2,940
Church
&
Dwight
Co.,
Inc.
................................................
434
45,444
Colgate-Palmolive
Co.
...................................................
1,447
131,547
Constellation
Brands,
Inc.
,
Class
A
..........................................
275
60,775
Costco
Wholesale
Corp.
..................................................
786
720,188
Dollar
General
Corp.
....................................................
389
29,494
Dollar
Tree,
Inc.
(a)
......................................................
381
28,552
General
Mills,
Inc.
......................................................
981
62,558
Hormel
Foods
Corp.
.....................................................
516
16,187
Kellanova
............................................................
519
42,023
Kenvue,
Inc.
..........................................................
3,400
72,590
Keurig
Dr.
Pepper,
Inc.
...................................................
1,997
64,144
Kimberly-Clark
Corp.
....................................................
591
77,445
McCormick
&
Co.,
Inc.
..................................................
469
35,757
Mondelez
International,
Inc.
,
Class
A
.........................................
2,363
141,142
Monster
Beverage
Corp.
(a)
................................................
1,225
64,386
PepsiCo,
Inc.
..........................................................
2,425
368,745
Philip
Morris
International,
Inc.
.............................................
2,753
331,323
Sysco
Corp.
...........................................................
869
66,444
Target
Corp.
..........................................................
811
109,631
The
Campbell's
Company
.................................................
348
14,574
The
Clorox
Co.
........................................................
219
35,568
The
Coca-Cola
Co.
......................................................
7,582
472,055
The
Estee
Lauder
Cos.,
Inc.
...............................................
412
30,892
The
Hershey
Co.
.......................................................
261
44,200
The
Kraft
Heinz
Co.
.....................................................
2,136
65,597
The
Kroger
Co.
........................................................
1,273
77,844
The
Procter
&
Gamble
Co.
................................................
4,174
699,771
Tyson
Foods,
Inc.
,
Class
A
................................................
494
28,375
Walmart,
Inc.
..........................................................
7,717
697,231
4,856,431
Electronic
Equipment,
Instruments
&
Components
(0.6%):
Amphenol
Corp.
,
Class
A
.................................................
2,122
147,373
CDW
Corp.
...........................................................
236
41,073
Corning,
Inc.
..........................................................
1,382
65,673
Jabil,
Inc.
............................................................
192
27,629
Keysight
Technologies,
Inc.
(a)
.............................................
305
48,992
TE
Connectivity
PLC
....................................................
530
75,774
Teledyne
Technologies,
Inc.
(a)
.............................................
82
38,059
Trimble,
Inc.
(a)
........................................................
432
30,525
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
5
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Zebra
Technologies
Corp.
(a)
...............................................
91
$
35,146
510,244
Energy
(3.3%):
Baker
Hughes
Co.
......................................................
1,753
71,908
Cheniere
Energy,
Inc.
....................................................
394
84,659
Chevron
Corp.
.........................................................
3,186
461,460
ConocoPhillips
Co.
.....................................................
2,293
227,397
Coterra
Energy,
Inc.
.....................................................
1,282
32,742
Devon
Energy
Corp.
.....................................................
1,107
36,232
Diamondback
Energy,
Inc.
................................................
334
54,719
EOG
Resources,
Inc.
....................................................
995
121,967
EQT
Corp.
............................................................
1,051
48,462
Expand
Energy
Corp.
....................................................
366
36,435
Exxon
Mobil
Corp.
.....................................................
7,782
837,110
Halliburton
Co.
........................................................
1,551
42,172
Hess
Corp.
............................................................
498
66,239
Kinder
Morgan,
Inc.
.....................................................
3,437
94,174
Marathon
Petroleum
Corp.
................................................
569
79,375
Occidental
Petroleum
Corp.
...............................................
1,659
81,971
ONEOK,
Inc.
..........................................................
1,034
103,814
Phillips
66
Co.
.........................................................
731
83,283
Schlumberger
NV
......................................................
2,499
95,812
Targa
Resources
Corp.
...................................................
380
67,830
Texas
Pacific
Land
Corp.
.................................................
41
45,344
The
Williams
Cos.,
Inc.
..................................................
2,152
116,466
Valero
Energy
Corp.
.....................................................
559
68,528
2,958,099
Financials
(13.5%):
Affirm
Holdings,
Inc.
(a)
..................................................
457
27,831
Aflac,
Inc.
............................................................
885
91,544
American
Express
Co.
...................................................
1,248
370,394
American
International
Group,
Inc.
..........................................
1,103
80,298
Ameriprise
Financial,
Inc.
.................................................
172
91,578
Aon
PLC
,
Class
A
......................................................
371
133,248
Apollo
Global
Management,
Inc.
............................................
703
116,107
Arch
Capital
Group
Ltd.
..................................................
645
59,566
Ares
Management
Corp.
,
Class
A
...........................................
332
58,774
Arthur
J.
Gallagher
&
Co.
.................................................
438
124,326
Bank
of
America
Corp.
...................................................
13,586
597,105
Berkshire
Hathaway,
Inc.
,
Class
B
(a)
.........................................
2,347
1,063,848
Blackrock,
Inc.
........................................................
255
261,403
Blackstone,
Inc.
........................................................
1,268
218,629
Block,
Inc.
(a)
..........................................................
964
81,930
Brown
&
Brown,
Inc.
....................................................
420
42,848
Capital
One
Financial
Corp.
...............................................
668
119,118
Cboe
Global
Markets,
Inc.
................................................
185
36,149
Chubb
Ltd.
...........................................................
711
196,449
Cincinnati
Financial
Corp.
................................................
272
39,086
Citigroup,
Inc.
.........................................................
3,345
235,455
Citizens
Financial
Group,
Inc.
..............................................
775
33,914
CME
Group,
Inc.
.......................................................
637
147,931
Coinbase
Global,
Inc.
,
Class
A
(a)
...........................................
342
84,919
Corebridge
Financial,
Inc.
.................................................
454
13,588
Discover
Financial
Services
...............................................
443
76,741
Erie
Indemnity
Co.
,
Class
A
...............................................
44
18,138
Everest
Group
Ltd.
......................................................
58
21,023
FactSet
Research
Systems,
Inc.
.............................................
67
32,179
Fidelity
National
Information
Services,
Inc.
....................................
954
77,055
Fifth
Third
Bancorp
.....................................................
1,183
50,017
First
Citizens
Bancshares,
Inc.
,
Class
A
.......................................
17
35,921
Fiserv,
Inc.
(a)
..........................................................
1,001
205,625
Global
Payments,
Inc.
....................................................
447
50,091
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
6
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Huntington
Bancshares,
Inc.
...............................................
2,546
$
41,423
Interactive
Brokers
Group,
Inc.
.............................................
186
32,861
Intercontinental
Exchange,
Inc.
.............................................
1,008
150,202
JPMorgan
Chase
&
Co.
..................................................
4,974
1,192,318
KeyCorp
.............................................................
1,746
29,926
KKR
&
Co.,
Inc.
.......................................................
1,199
177,344
Loews
Corp.
..........................................................
319
27,016
LPL
Financial
Holdings,
Inc.
...............................................
132
43,099
M&T
Bank
Corp.
.......................................................
293
55,087
Markel
Group,
Inc.
(a)
....................................................
22
37,977
Marsh
&
McLennan
Cos.,
Inc.
.............................................
870
184,797
Mastercard,
Inc.
,
Class
A
.................................................
1,449
763,000
MetLife,
Inc.
..........................................................
1,026
84,009
Moody's
Corp.
.........................................................
321
151,952
Morgan
Stanley
........................................................
2,182
274,321
MSCI,
Inc.
...........................................................
134
80,401
Nasdaq,
Inc.
..........................................................
730
56,436
Northern
Trust
Corp.
....................................................
346
35,465
PayPal
Holdings,
Inc.
(a)
..................................................
1,772
151,240
Principal
Financial
Group,
Inc.
.............................................
403
31,196
Prudential
Financial,
Inc.
.................................................
630
74,674
Raymond
James
Financial,
Inc.
.............................................
325
50,482
Regions
Financial
Corp.
..................................................
1,607
37,797
Robinhood
Markets,
Inc.
,
Class
A
(a)
.........................................
1,086
40,464
S&P
Global,
Inc.
.......................................................
550
273,917
SoFi
Technologies,
Inc.
(a)
.................................................
1,825
28,105
State
Street
Corp.
.......................................................
517
50,744
Synchrony
Financial
.....................................................
687
44,655
T.
Rowe
Price
Group,
Inc.
.................................................
385
43,540
The
Allstate
Corp.
......................................................
467
90,033
The
Bank
of
New
York
Mellon
Corp.
.........................................
1,286
98,803
The
Carlyle
Group,
Inc.
..................................................
428
21,610
The
Charles
Schwab
Corp.
................................................
2,971
219,884
The
Goldman
Sachs
Group,
Inc.
............................................
554
317,232
The
Hartford
Financial
Services
Group,
Inc.
....................................
512
56,013
The
PNC
Financial
Services
Group,
Inc.
......................................
701
135,188
The
Progressive
Corp.
...................................................
1,036
248,236
The
Travelers
Cos.,
Inc.
..................................................
401
96,597
Toast,
Inc.
,
Class
A
(a)
....................................................
724
26,390
Truist
Financial
Corp.
....................................................
2,348
101,856
U.S.
Bancorp
..........................................................
2,761
132,059
Visa,
Inc.
,
Class
A
......................................................
3,057
966,134
W.R.
Berkley
Corp.
.....................................................
516
30,196
Wells
Fargo
&
Co.
......................................................
5,897
414,205
Willis
Towers
Watson
PLC
................................................
178
55,757
12,147,469
Health
Care
(10.1%):
Abbott
Laboratories
.....................................................
3,056
345,664
AbbVie,
Inc.
..........................................................
3,132
556,556
Agilent
Technologies,
Inc.
.................................................
507
68,110
Align
Technology,
Inc.
(a)
.................................................
124
25,855
Alnylam
Pharmaceuticals,
Inc.
(a)
...........................................
227
53,415
Amgen,
Inc.
...........................................................
951
247,869
Avantor,
Inc.
(a)
........................................................
1,177
24,799
Baxter
International,
Inc.
.................................................
898
26,186
Becton
Dickinson
&
Co.
..................................................
512
116,158
Biogen,
Inc.
(a)
.........................................................
257
39,301
Boston
Scientific
Corp.
(a)
.................................................
2,603
232,500
Bristol-Myers
Squibb
Co.
.................................................
3,595
203,333
Cardinal
Health,
Inc.
....................................................
428
50,620
Cencora,
Inc.
..........................................................
306
68,752
Centene
Corp.
(a)
.......................................................
886
53,674
CVS
Health
Corp.
......................................................
2,227
99,970
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
7
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Danaher
Corp.
.........................................................
1,229
$
282,117
Dexcom,
Inc.
(a)
........................................................
684
53,195
Edwards
Lifesciences
Corp.
(a)
.............................................
1,028
76,103
Elevance
Health,
Inc.
....................................................
411
151,618
Eli
Lilly
&
Co.
.........................................................
1,509
1,164,948
GE
HealthCare
Technologies,
Inc.
...........................................
785
61,371
Gilead
Sciences,
Inc.
....................................................
2,208
203,953
HCA
Healthcare,
Inc.
....................................................
321
96,348
Hologic,
Inc.
(a)
........................................................
397
28,620
Humana,
Inc.
..........................................................
213
54,040
IDEXX
Laboratories,
Inc.
(a)
...............................................
144
59,535
Illumina,
Inc.
(a)
........................................................
279
37,283
Incyte
Corp.
(a)
.........................................................
336
23,208
Insulet
Corp.
(a)
........................................................
124
32,373
Intuitive
Surgical,
Inc.
(a)
.................................................
628
327,791
IQVIA
Holdings,
Inc.
(a)
..................................................
319
62,687
Johnson
&
Johnson
.....................................................
4,265
616,804
Labcorp
Holdings,
Inc.
...................................................
148
33,939
McKesson
Corp.
.......................................................
225
128,230
Medtronic
PLC
........................................................
2,273
181,567
Merck
&
Co.,
Inc.
......................................................
4,482
445,869
Mettler-Toledo
International,
Inc.
(a)
.........................................
37
45,276
Moderna,
Inc.
(a)
.......................................................
609
25,322
Molina
Healthcare,
Inc.
(a)
................................................
100
29,105
Natera,
Inc.
(a)
.........................................................
220
34,826
Pfizer,
Inc.
............................................................
10,048
266,574
Quest
Diagnostics,
Inc.
...................................................
197
29,719
Regeneron
Pharmaceuticals,
Inc.
(a)
..........................................
188
133,918
ResMed,
Inc.
..........................................................
258
59,002
Revvity,
Inc.
..........................................................
215
23,996
STERIS
PLC
..........................................................
175
35,973
Stryker
Corp.
..........................................................
634
228,272
The
Cigna
Group
.......................................................
484
133,652
The
Cooper
Cos.,
Inc.
(a)
..................................................
352
32,359
Thermo
Fisher
Scientific,
Inc.
..............................................
677
352,196
UnitedHealth
Group,
Inc.
.................................................
1,628
823,540
Veeva
Systems,
Inc.
,
Class
A
(a)
.............................................
262
55,086
Vertex
Pharmaceuticals,
Inc.
(a)
.............................................
456
183,631
Viatris,
Inc.
...........................................................
2,065
25,709
Waters
Corp.
(a)
........................................................
105
38,953
West
Pharmaceutical
Services,
Inc.
..........................................
128
41,928
Zimmer
Biomet
Holdings,
Inc.
.............................................
353
37,287
Zoetis,
Inc.
...........................................................
800
130,344
9,101,029
Industrials
(8.3%):
3M
Co.
..............................................................
965
124,572
AMETEK,
Inc.
........................................................
409
73,726
Automatic
Data
Processing,
Inc.
............................................
722
211,351
Axon
Enterprise,
Inc.
(a)
..................................................
128
76,073
Booz
Allen
Hamilton
Holding
Corp.
.........................................
223
28,700
Broadridge
Financial
Solutions,
Inc.
.........................................
206
46,575
Builders
FirstSource,
Inc.
(a)
...............................................
200
28,586
Carlisle
Cos.,
Inc.
.......................................................
80
29,507
Carrier
Global
Corp.
.....................................................
1,485
101,366
Caterpillar,
Inc.
........................................................
855
310,160
Cintas
Corp.
..........................................................
607
110,899
Copart,
Inc.
(a)
.........................................................
1,561
89,586
CSX
Corp.
............................................................
3,414
110,170
Cummins,
Inc.
.........................................................
239
83,315
Deere
&
Co.
..........................................................
449
190,241
Delta
Air
Lines,
Inc.
.....................................................
1,141
69,030
Dover
Corp.
...........................................................
242
45,399
Eaton
Corp.
PLC
.......................................................
700
232,309
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
8
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
EMCOR
Group,
Inc.
....................................................
80
$
36,312
Emerson
Electric
Co.
....................................................
1,008
124,921
Equifax,
Inc.
..........................................................
219
55,812
Expeditors
International
of
Washington,
Inc.
....................................
246
27,249
Fastenal
Co.
...........................................................
1,014
72,917
FedEx
Corp.
..........................................................
397
111,688
Ferguson
Enterprises,
Inc.
.................................................
350
60,750
Fortive
Corp.
..........................................................
613
45,975
GE
Vernova,
Inc.
.......................................................
489
160,847
General
Dynamics
Corp.
..................................................
485
127,793
General
Electric
Co.
.....................................................
1,914
319,236
Graco,
Inc.
...........................................................
297
25,034
HEICO
Corp.
..........................................................
75
17,830
HEICO
Corp.
,
Class
A
...................................................
135
25,121
Honeywell
International,
Inc.
..............................................
1,152
260,225
Howmet
Aerospace,
Inc.
..................................................
713
77,981
Hubbell,
Inc.
..........................................................
95
39,795
IDEX
Corp.
...........................................................
134
28,045
Illinois
Tool
Works,
Inc.
..................................................
522
132,358
Ingersoll
Rand,
Inc.
.....................................................
713
64,498
J.B.
Hunt
Transport
Services,
Inc.
...........................................
142
24,234
Jacobs
Solutions,
Inc.
....................................................
218
29,129
Johnson
Controls
International
PLC
..........................................
1,170
92,348
L3Harris
Technologies,
Inc.
...............................................
335
70,444
Leidos
Holdings,
Inc.
....................................................
234
33,710
Lennox
International,
Inc.
.................................................
57
34,730
Lockheed
Martin
Corp.
...................................................
420
204,095
Nordson
Corp.
.........................................................
96
20,087
Norfolk
Southern
Corp.
..................................................
401
94,115
Northrop
Grumman
Corp.
.................................................
258
121,077
Old
Dominion
Freight
Line,
Inc.
............................................
327
57,683
Otis
Worldwide
Corp.
....................................................
708
65,568
PACCAR,
Inc.
.........................................................
913
94,970
Parker-Hannifin
Corp.
...................................................
227
144,379
Paychex,
Inc.
..........................................................
571
80,066
Pentair
PLC
...........................................................
291
29,286
Quanta
Services,
Inc.
....................................................
258
81,541
Republic
Services,
Inc.
...................................................
360
72,425
Rockwell
Automation,
Inc.
................................................
200
57,158
Rollins,
Inc.
...........................................................
514
23,824
RTX
Corp.
............................................................
2,359
272,983
Snap-on,
Inc.
..........................................................
91
30,893
Southwest
Airlines
Co.
...................................................
1,052
35,368
SS&C
Technologies
Holdings,
Inc.
..........................................
377
28,569
Stanley
Black
&
Decker,
Inc.
..............................................
272
21,839
Textron,
Inc.
..........................................................
327
25,012
The
Boeing
Co.
(a)
......................................................
1,323
234,171
Trane
Technologies
PLC
..................................................
398
147,001
TransDigm
Group,
Inc.
...................................................
97
122,926
TransUnion
...........................................................
344
31,892
Uber
Technologies,
Inc.
(a)
................................................
3,582
216,066
Union
Pacific
Corp.
.....................................................
1,073
244,687
United
Airlines
Holdings,
Inc.
(a)
............................................
580
56,318
United
Parcel
Service,
Inc.
,
Class
B
..........................................
1,297
163,552
United
Rentals,
Inc.
.....................................................
116
81,715
Veralto
Corp.
..........................................................
421
42,879
Verisk
Analytics,
Inc.
....................................................
250
68,858
Vertiv
Holdings
Co.
,
Class
A
...............................................
653
74,187
W.W.
Grainger,
Inc.
.....................................................
81
85,378
Waste
Management,
Inc.
..................................................
710
143,271
Watsco,
Inc.
...........................................................
61
28,907
Westinghouse
Air
Brake
Technologies
Corp.
....................................
302
57,256
XPO,
Inc.
(a)
..........................................................
202
26,492
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
9
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Xylem,
Inc.
...........................................................
428
$
49,657
7,496,698
IT
Services
(1.3%):
Accenture
PLC
,
Class
A
..................................................
1,105
388,728
Akamai
Technologies,
Inc.
(a)
..............................................
261
24,965
Cloudflare,
Inc.
,
Class
A
(a)
................................................
533
57,393
Cognizant
Technology
Solutions
Corp.
,
Class
A
.................................
878
67,518
Gartner,
Inc.
(a)
........................................................
133
64,435
GoDaddy,
Inc.
,
Class
A
(a)
.................................................
247
48,750
International
Business
Machines
Corp.
........................................
1,638
360,082
MongoDB,
Inc.
(a)
......................................................
127
29,567
Snowflake,
Inc.
,
Class
A
(a)
................................................
541
83,536
VeriSign,
Inc.
(a)
........................................................
169
34,976
1,159,950
Materials
(1.8%):
Air
Products
and
Chemicals,
Inc.
............................................
391
113,406
Amcor
PLC
...........................................................
2,554
24,033
Avery
Dennison
Corp.
...................................................
140
26,198
Ball
Corp.
............................................................
527
29,054
CF
Industries
Holdings,
Inc.
...............................................
306
26,108
Corteva,
Inc.
..........................................................
1,217
69,320
Dow,
Inc.
............................................................
1,239
49,721
DuPont
de
Nemours,
Inc.
.................................................
740
56,425
Ecolab,
Inc.
...........................................................
450
105,444
Freeport-McMoRan,
Inc.
.................................................
2,534
96,495
International
Flavors
&
Fragrances,
Inc.
.......................................
402
33,989
International
Paper
Co.
...................................................
607
32,669
Linde
PLC
............................................................
830
347,496
LyondellBasell
Industries
NV
,
Class
A
........................................
459
34,090
Martin
Marietta
Materials,
Inc.
.............................................
107
55,265
Newmont
Corp.
........................................................
2,017
75,073
Nucor
Corp.
...........................................................
414
48,318
Packaging
Corp.
of
America
...............................................
156
35,120
PPG
Industries,
Inc.
.....................................................
410
48,974
Reliance,
Inc.
..........................................................
95
25,580
RPM
International,
Inc.
..................................................
225
27,689
Smurfit
WestRock
PLC
...................................................
900
48,474
Steel
Dynamics,
Inc.
.....................................................
253
28,860
The
Sherwin-Williams
Co.
................................................
410
139,371
Vulcan
Materials
Co.
....................................................
232
59,677
Westlake
Corp.
........................................................
59
6,764
1,643,613
Real
Estate
(2.0%):
Alexandria
Real
Estate
Equities,
Inc.
.........................................
306
29,850
American
Tower
Corp.
...................................................
826
151,497
AvalonBay
Communities,
Inc.
..............................................
251
55,212
CBRE
Group,
Inc.
,
Class
A
(a)
..............................................
539
70,765
CoStar
Group,
Inc.
(a)
....................................................
718
51,402
Crown
Castle,
Inc.
......................................................
768
69,704
Digital
Realty
Trust,
Inc.
..................................................
588
104,270
Equinix,
Inc.
..........................................................
170
160,291
Equity
Residential
......................................................
667
47,864
Essex
Property
Trust,
Inc.
.................................................
113
32,255
Extra
Space
Storage,
Inc.
.................................................
371
55,502
Gaming
and
Leisure
Properties,
Inc.
.........................................
466
22,443
Invitation
Homes,
Inc.
...................................................
1,082
34,592
Iron
Mountain,
Inc.
.....................................................
517
54,342
Mid-America
Apartment
Communities,
Inc.
....................................
206
31,841
Prologis,
Inc.
..........................................................
1,636
172,925
Public
Storage
.........................................................
279
83,544
Realty
Income
Corp.
....................................................
1,551
82,839
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
10
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
SBA
Communications
Corp.
...............................................
188
$
38,314
Simon
Property
Group,
Inc.
...............................................
574
98,848
Sun
Communities,
Inc.
...................................................
223
27,422
UDR,
Inc.
............................................................
582
25,265
Ventas,
Inc.
...........................................................
759
44,697
VICI
Properties,
Inc.
....................................................
1,865
54,477
Welltower,
Inc.
.........................................................
1,104
139,137
Weyerhaeuser
Co.
......................................................
1,284
36,145
Zillow
Group,
Inc.
,
Class
A
(a)
..............................................
92
6,518
Zillow
Group,
Inc.
,
Class
C
(a)
..............................................
270
19,993
1,801,954
Semiconductors
&
Semiconductor
Equipment
(11.0%):
Advanced
Micro
Devices,
Inc.
(a)
............................................
2,861
345,580
Analog
Devices,
Inc.
....................................................
874
185,690
Applied
Materials,
Inc.
...................................................
1,454
236,464
Broadcom,
Inc.
........................................................
8,116
1,881,613
Entegris,
Inc.
..........................................................
267
26,449
First
Solar,
Inc.
(a)
......................................................
180
31,723
Intel
Corp.
............................................................
7,643
153,242
KLA
Corp.
...........................................................
235
148,078
Lam
Research
Corp.
.....................................................
2,265
163,601
Marvell
Technology,
Inc.
.................................................
1,522
168,105
Microchip
Technology,
Inc.
................................................
932
53,450
Micron
Technology,
Inc.
..................................................
1,968
165,627
Monolithic
Power
Systems,
Inc.
............................................
83
49,111
NVIDIA
Corp.
.........................................................
41,702
5,600,162
ON
Semiconductor
Corp.
(a)
...............................................
750
47,287
QUALCOMM,
Inc.
.....................................................
1,969
302,478
Skyworks
Solutions,
Inc.
.................................................
282
25,008
Teradyne,
Inc.
.........................................................
281
35,384
Texas
Instruments,
Inc.
...................................................
1,615
302,829
9,921,881
Software
(10.7%):
Adobe,
Inc.
(a)
.........................................................
778
345,961
ANSYS,
Inc.
(a)
........................................................
154
51,949
AppLovin
Corp.
,
Class
A
(a)
...............................................
368
119,169
Atlassian
Corp.
,
Class
A
(a)
................................................
274
66,686
Autodesk,
Inc.
(a)
.......................................................
380
112,317
Bentley
Systems,
Inc.
,
Class
B
.............................................
242
11,301
Cadence
Design
Systems,
Inc.
(a)
............................................
482
144,822
Corpay,
Inc.
(a)
.........................................................
119
40,272
Crowdstrike
Holdings,
Inc.
,
Class
A
(a)
.......................................
407
139,259
Datadog,
Inc.
,
Class
A
(a)
.................................................
534
76,303
Dynatrace,
Inc.
(a)
......................................................
523
28,425
Fair
Isaac
Corp.
(a)
......................................................
42
83,619
Fortinet,
Inc.
(a)
........................................................
1,122
106,007
Gen
Digital,
Inc.
.......................................................
990
27,106
HubSpot,
Inc.
(a)
.......................................................
88
61,316
Intuit,
Inc.
............................................................
484
304,194
Microsoft
Corp.
........................................................
12,991
5,475,706
MicroStrategy,
Inc.
(a)
....................................................
351
101,657
Oracle
Corp.
..........................................................
2,898
482,923
Palantir
Technologies,
Inc.
,
Class
A
(a)
........................................
3,646
275,747
Palo
Alto
Networks,
Inc.
(a)
................................................
1,151
209,436
PTC,
Inc.
(a)
...........................................................
211
38,797
Roper
Technologies,
Inc.
..................................................
189
98,252
Salesforce,
Inc.
........................................................
1,653
552,647
ServiceNow,
Inc.
(a)
.....................................................
364
385,884
Synopsys,
Inc.
(a)
.......................................................
270
131,047
Tyler
Technologies,
Inc.
(a)
................................................
75
43,248
Workday,
Inc.
,
Class
A
(a)
.................................................
374
96,503
Zoom
Communications,
Inc.
(a)
.............................................
464
37,867
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
11
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Zscaler,
Inc.
(a)
.........................................................
168
$
30,309
9,678,729
Technology
Hardware,
Storage
&
Peripherals
(7.8%):
Apple,
Inc.
...........................................................
26,787
6,708,001
Dell
Technologies,
Inc.
,
Class
C
............................................
587
67,646
Hewlett
Packard
Enterprise
Co.
.............................................
2,292
48,934
HP,
Inc.
..............................................................
1,705
55,634
NetApp,
Inc.
..........................................................
359
41,673
Pure
Storage,
Inc.
,
Class
A
(a)
..............................................
550
33,786
Seagate
Technology
Holdings
PLC
..........................................
373
32,194
Super
Micro
Computer,
Inc.
(a)
.............................................
889
27,097
Western
Digital
Corp.
(a)
..................................................
610
36,374
7,051,339
Utilities
(2.2%):
Alliant
Energy
Corp.
....................................................
454
26,850
Ameren
Corp.
.........................................................
472
42,074
American
Electric
Power
Co.,
Inc.
...........................................
942
86,881
American
Water
Works
Co.,
Inc.
............................................
345
42,949
Atmos
Energy
Corp.
.....................................................
274
38,160
CenterPoint
Energy,
Inc.
..................................................
1,151
36,521
CMS
Energy
Corp.
......................................................
526
35,058
Consolidated
Edison,
Inc.
.................................................
626
55,858
Constellation
Energy
Corp.
................................................
551
123,264
Dominion
Energy,
Inc.
...................................................
1,488
80,144
DTE
Energy
Co.
.......................................................
366
44,195
Duke
Energy
Corp.
......................................................
1,368
147,388
Edison
International
.....................................................
686
54,770
Entergy
Corp.
.........................................................
759
57,547
Evergy,
Inc.
...........................................................
402
24,743
Eversource
Energy
......................................................
648
37,215
Exelon
Corp.
..........................................................
1,781
67,037
FirstEnergy
Corp.
.......................................................
1,021
40,615
NextEra
Energy,
Inc.
....................................................
3,644
261,238
NiSource,
Inc.
.........................................................
823
30,253
NRG
Energy,
Inc.
.......................................................
352
31,757
PG&E
Corp.
..........................................................
3,852
77,733
PPL
Corp.
............................................................
1,308
42,458
Public
Service
Enterprise
Group,
Inc.
.........................................
883
74,605
Sempra
..............................................................
1,123
98,510
The
Southern
Co.
.......................................................
1,940
159,701
Vistra
Corp.
...........................................................
594
81,895
WEC
Energy
Group,
Inc.
.................................................
560
52,662
Xcel
Energy,
Inc.
.......................................................
1,015
68,533
2,020,614
Total
Common
Stocks
(Cost
$18,893,228)
89,745,655
Total
Investments
(Cost
$18,893,228)
99.4%
89,745,655
Other
assets
in
excess
of
liabilities
0.6%
526,206
NET
ASSETS
-
100.00%
$
90,271,861
(a)
Non-income
producing
security.
PLC
Public
Limited
Company
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
12
Schedule
of
Portfolio
Investments
continued
December
31,
2024
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
..............
1
3/21/25
$
306,425
$
296,788
$
(
9,637
)
Total
unrealized
appreciation
$
Total
unrealized
depreciation
(
9,637
)
Total
net
unrealized
appreciation
(depreciation)
$
(
9,637
)
Statement
of
Assets
and
Liabilities
December
31,
2024
13
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
Assets:
Investments,
at
value
(Cost
$18,893,228)
$
89,745,655‌
Cash
199,728‌
Deposit
with
broker
for
futures
contracts
236,270‌
Receivables:
Dividends,
interest,
and
securities
lending
income
54,125‌
Capital
shares
issued
111,268‌
From
Adviser
18,260‌
Variation
margin
on
open
futures
contracts
1,150‌
Prepaid
expenses
181‌
Total
Assets
90,366,637‌
Liabilities:
Payables:
Capital
shares
redeemed
34,108‌
Variation
margin
on
open
futures
contracts
3,154‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
19,625‌
Administration
fees
4,399‌
Custodian
fees
824‌
Sub-Transfer
agent
fees
902‌
Compliance
fees
65‌
Trustees'
fees
30‌
Other
accrued
expenses
31,669‌
Total
Liabilities
94,776‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
2,706,459‌
Total
accumulated
earnings
(loss)
87,565,402‌
Net
Assets
$
90,271,861‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
5,050,641‌
Net
asset
value:
$
17
.87‌
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
14
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
500
Index
VIP
Series
Investment
Income:
Dividends
$
1,240,889
Interest
31,761
Securities
lending
(net
of
fees)
32
Foreign
tax
withholding
(
45
)
Total
Income
1,272,637
Expenses:
Investment
advisory
fees
233,899
Administration
fees
50,637
Sub-Administration
fees
19,500
Custodian
fees
8,686
Transfer
agent
fees
243
Sub-Transfer
agent
fees
3,777
Trustees'
fees
7,143
Compliance
fees
822
Legal
and
audit
fees
16,707
Licensing
fees
27,560
Other
expenses
14,683
Total
Expenses
383,657
Expenses
waived/reimbursed
by
Adviser
(
121,708
)
Net
Expenses
261,949
Net
Investment
Income
(Loss)
1,010,688
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
17,407,908
Net
realized
gains
(losses)
from
futures
contracts
178,871
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
2,380,694
Net
change
in
unrealized
appreciation/depreciation
on
futures
contracts
(
18,472
)
Net
realized/unrealized
gains
(losses)
on
investments
19,949,001
Change
in
net
assets
resulting
from
operations
$
20,959,689
15
Victory
Variable
Insurance
Funds
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
500
Index
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
1,010,688
$
1,181,105
Net
realized
gains
(losses)
17,586,779
7,786,272
Net
change
in
unrealized
appreciation/depreciation
2,362,222
12,171,453
Change
in
net
assets
resulting
from
operations
20,959,689
21,138,830
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
8,673,912
)
(
8,306,766
)
Change
in
net
assets
resulting
from
capital
transactions
(
14,447,800
)
(
4,015,176
)
Change
in
net
assets
(
2,162,023
)
8,816,888
Net
Assets:
Beginning
of
period
92,433,884
83,616,996
End
of
period
$
90,271,861
$
92,433,884
Capital
Transactions:
Proceeds
from
shares
issued
$
5,104,268
$
3,208,458
Distributions
reinvested
8,673,912
8,306,766
Cost
of
shares
redeemed
(
28,225,980
)
(
15,530,400
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
14,447,800
)
$
(
4,015,176
)
Share
Transactions:
Issued
289,886
210,388
Reinvested
467,889
528,373
Redeemed
(
1,576,180
)
(
1,010,893
)
Change
in
Shares
(
818,405
)
(
272,132
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
16
See
notes
to
financial
statements.
Victory
500
Index
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$15.75
$13.62
$19.79
$17.71
$19.35
Investment
Activities:
Net
investment
income
(loss)(a)
0.19
0.20
0.21
0.21
0.28
Net
realized
and
unrealized
gains
(losses)
3.79
3.45
(3.95)
4.59
3.53
Total
from
Investment
Activities
3.98
3.65
(3.74)
4.80
3.81
Distributions
to
Shareholders
from:
Net
investment
income
(0.24)
(0.20)
(0.19)
(0.23)
(0.32)
Net
realized
gains
(1.62)
(1.32)
(2.24)
(2.49)
(5.13)
Total
Distributions
(1.86)
(1.52)
(2.43)
(2.72)
(5.45)
Net
Asset
Value,
End
of
Period
$17.87
$15.75
$13.62
$19.79
$17.71
Total
Return(b)(c)
24.96%
26.94%
(19.36)%
27.43%
20.13%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
0.28%
0.28%
0.28%
0.28%
0.28%
Net
Investment
Income
(Loss)
1.08%
1.33%
1.26%
1.04%
1.46%
Gross
Expenses(d)
0.41%
0.41%
0.41%
0.48%
0.58%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$90,272
$92,434
$83,617
$116,044
$103,571
Portfolio
Turnover
3%
8%
7%
9%
13%
(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,
2024
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
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
the
Adviser
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
Trustees
(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
are
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,
2024, 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,
2024
Victory
Variable
Insurance
Funds
18
As
of December
31,
2024,
there
were
no
significant
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,
2024,
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,
2024:
The
following
table
presents the
effect
of
derivative
instruments
on
the
Statement
of
Operations,
categorized
by
risk
exposure,
for
the year
ended
December
31,
2024:
Level
1
Level
2
Level
3
Total
Victory
500
Index
VIP
Series
Common
Stocks
............................
$
89,745,655
$
$
$
89,745,655
Total
....................................
$
89,745,655
$
$
$
89,745,655
Other
Financial
Investments:*
Liabilities:
Futures
Contracts
...........................
(9,637)
(9,637)
Total
....................................
$
(9,637)
$
$
$
(9,637)
*
Futures
Contracts
are
presented
at
the
unrealized
appreciation
(depreciation)
on
the
investment.
Liabilities
Variation
Margin
Payable
on
Open
Futures
Contracts*
Equity
Risk
Exposure:
(9,637)
Victory
500
Index
VIP
Series
...........................................................................
$
9,637
*
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,
2024
Victory
Variable
Insurance
Funds
19
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
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.
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
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,
2024,
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,
2024,
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:
178871.00
(18472.00)
Victory
500
Index
VIP
Series
.........................................................
$
178,871
$
(18,472)
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
20
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statement
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
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,
2024,
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,
2024,
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.
Excluding
U.S.
Government
Securities
Purchases
Sales
Victory
500
Index
VIP
Series
..........................................................
$
2,933,238
$
25,138,076
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,
2024
Victory
Variable
Insurance
Funds
21
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,
2024,
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,
2025.
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
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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,
2024.
As
of December
31,
2024,
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
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.
Sector Focus
Risk
— 
While
the
Fund
reserves
the
right
to
dynamically
allocate
its
assets
across
economic
sectors,
listed
below
are
some
of
the
risks
associated
with
the
sectors
in
which
the
Fund
may
make
significant
investments. 
Market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund's
investments
and
could
make
the
Fund's
performance
more
volatile.
Information
Technology
Sector Risk
— Companies
in
the
information
technology
sector
face
intense
competition,
both
domestically
and
internationally.
These
companies
may
be
smaller
or
newer
and
may
have
limited
product
lines,
markets,
financial
resources,
or
personnel.
The
products
of
companies
in
the
information
technology
sector
may
face
product
obsolescence
due
to
rapid
technological
developments
and
frequent
new
product
introduction,
unpredictable
changes
in
growth
rates,
and
competition
for
the
services
of
qualified
personnel.
These
com-
panies
may
be
developing
or
marketing
new
products
or
services
for
which
markets
are
not
yet
established
and
may
never
become
established.
General
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
In
effect
until
April
30,
2025
Victory
500
Index
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.28%
Expires
2025
Expires
2026
Expires
2027
Total
Victory
500
Index
VIP
Series
............................................
$
124,202
$
119,712
$
121,708
$
365,622
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
22
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.
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024.
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,
2024,
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,
2024,
the
components
of
accumulated
earnings
(loss)
on
a
tax
basis
were
as
follows:
Year
Ended
December
31,
2024
Distributions
Paid
From:
Ordinary
Income
Net
Long-
Term
Capital
Gains
Total
Distributions
Paid
Victory
500
Index
VIP
Series
.....................................................
$
1,180,535
$
7,493,377
$
8,673,912
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
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
23
*
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,
2024,
the
Fund
had
no
capital
loss
carryforward
for
federal
income
tax
purposes.
As
of December
31,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Undistributed
Ordinary
Income
Undistributed
Long-Term
Capital
Gains
Accumulated
Earnings
(Loss)
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
500
Index
VIP
Series
........................
$
1,126,196
$
16,935,486
$
18,061,682
$
69,503,720
$
87,565,402
Cost
of
Investments
for
Federal
Tax
Purposes
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
Victory
500
Index
VIP
Series
........................
$
20,241,935
$
70,859,563
$
(1,355,843)
$
69,503,720
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
500
Index
VIP
Series
(the
“Fund”),
a
series
of
Victory
Variable
Insurance
Funds,
as
of
December
31,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
by
correspondence
with
the
custodians
and
broker.
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
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
25
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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,
2024,
the
Fund
designated
long-term
capital
gain
distributions
in
the
amount
of
$7,493,377.
Victory
Variable
Insurance
Funds
26
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
27
(Unaudited)
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
Noting
that
the
Fund’s
investment
objective
is
to
match
the
performance
of
an
index
maintained
by
an
independent
third
party
before
fees
and
expenses,
the
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
to
that
of
the
median
performance
of
the
Fund’s
peer
group
and
benchmark
index
for
the
same
periods
and
considered
the
fact
that
the
Fund
outperformed
the
benchmark
index
for
the
one-year
period,
underperformed
the
benchmark
index
for
the
three-,
five-
and
ten-year
periods,
outperformed
the
peer
group
median
for
the
one-,
five-
and
ten-year
periods,
and
underperformed
the
peer
group
median
for
the
three-year
period.
The
Board
considered
the
Fund’s
tracking
error
as
a
factor
in
evaluating
performance.
Fees
and
Expenses.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
fourth
quartile
(most
expensive),
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
second
quartile
and
the
Fund’s
total
net
expenses
ranked
in
the
second
quartile.
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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,
2024
Victory
Variable
Insurance
Funds
28
(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;
and
The
overall
high
quality
of
the
personnel,
operations,
financial
condition,
investment
management
capabilities,
methodologies
and
perfor-
mance
of
the
Adviser.
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
(12/24)
December
31,
2024
Annual
Report:
Full
Financials
Victory
Variable
Insurance
Funds
Victory
High
Yield
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TABLE
OF
CONTENTS
Victory
Variable
Insurance
Funds
1
Schedule
of
Portfolio
Investments
3
Financial
Statements
Statement
of
Assets
and
Liabilities
9
Statement
of
Operations
10
Statements
of
Changes
in
Net
Assets
11
Financial
Highlights
12
Notes
to
Financial
Statements
13
Report
of
Independent
Registered
Public
Accounting
Firm
20
Supplemental
Information
(Unaudited)
Additional
Federal
Income
Tax
Information
21
Advisory
Contract
Approval
22
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
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(0.0%)(a)
Consumer
Discretionary
(0.0%):(a)
Jo-Ann
Stores
LLC
(b)
...................................................
562
$
351
Health
Care
(0.0%):
Covis
Parent
SCA,
Class
A
Shares
(b)
(c)
.......................................
147
Covis
Parent
SCA,
Class
B
Shares
(b)
(c)
.......................................
147
Covis
Parent
SCA,
Class
C
Shares
(b)
(c)
.......................................
147
Covis
Parent
SCA,
Class
D
Shares
(b)
(c)
......................................
147
Covis
Parent
SCA,
Class
E
Shares
(b)
(c)
.......................................
147
Total
Common
Stocks
(Cost
$1,581)
351
Principal
Amount
Senior
Secured
Loans
(5.6%)
Communication
Services
(0.5%):
AMC
Entertainment
Holdings,
Inc.,
Initial
Exchange
Term
Loans,
First
Lien
,
11
.36
%
(
SOFR01M
+
700
bps
)
,
1/4/29
(d)
.........................................
$
34,912
35,444
Zayo
Group
Holdings,
Inc.,
2022
Incremental
Term
Loans,
First
Lien
,
3/9/27
(e)
..........
50,000
46,838
82,282
Consumer
Discretionary
(2.1%):
Carnival
Corp.,
2027
Term
Loan,
First
Lien
,
7
.32
%
(
SOFR01M
+
275
bps
)
,
8/9/27
(d)
.......
66,793
67,147
Hunter
Douglas,
Inc.,
Tranche
B-1
Term
Loans,
First
Lien
,
8
.02
%
(
SOFR03M
+
350
bps
)
,
2/25/29
(d)
........................................................
98,985
98,737
Men's
Wearhouse,
Inc.,
Term
Loans,
First
Lien
,
11
.06
%
(
SOFR03M
+
650
bps
)
,
2/21/29
(d)
...
63,491
63,173
Petco
Health
and
Wellness
Co.,
Inc.,
Initial
Term
Loans,
First
Lien
,
8
.12
%
(
SOFR03M
+
325
bps
)
,
2/25/28
(d)
........................................
170,353
165,154
394,211
Financials
(1.1%):
Chariot
Buyer
LLC,
Initial
Term
Loans,
First
Lien
,
7
.92
%
(
SOFR01M
+
325
bps
)
,
11/3/28
(d)
..
194,000
194,924
Kronos
Acquisition
Holdings,
Inc.,
Initial
Term
Loans,
First
Lien
,
7/8/31
(e)
.............
24,938
23,476
218,400
Health
Care
(0.9%):
Covis
Pharma
Holdings
SARL,
Dollar
Term
B
Loans,
First
Lien
,
2/18/27
(e)
.............
181,456
71,675
Global
Medical
Response,
Inc.,
2024
Extented
Term
Loan,
First
Lien
,
9
.86
%
(
SOFR01M
+
550
bps
)
,
10/2/28
(d)
........................................
484
485
LifeScan
Global
Corporation,
Initial
Term
Loan,
First
Lien
,
11
.12
%
(
SOFR03M
+
650
bps
)
,
12/31/26
(d)
.......................................................
287,887
93,027
165,187
Industrials
(1.0%):
Cotiviti
Corp.,
Initial
Fixed
Rate
Term
Loans,
First
Lien
,
4/30/31
(e)
...................
75,000
75,422
The
GEO
Group,
Inc.,
Term
Loan,
First
Lien
,
9
.59
%
(
SOFR01M
+
525
bps
)
,
4/14/29
(d)
.....
42,919
43,599
TKC
Holdings,
Inc.,
Closing
Date
Initial
Term
Loan,
First
Lien
,
9
.36
%
(
SOFR01M
+
500
bps
)
,
5/15/28
(d)
........................................................
74,650
75,443
194,464
Total
Senior
Secured
Loans
(Cost
$1,350,364)
1,054,544
Corporate
Bonds
(61.5%)
Communication
Services
(9.9%):
AMC
Networks,
Inc.
,
10
.25
%
,
1/15/29
,
Callable
1/15/26
@
105.13
(f)
.................
125,000
132,757
CCO
Holdings
LLC/CCO
Holdings
Capital
Corp.
,
4
.25
%
,
1/15/34
,
Callable
1/15/28
@
102.13
(f)
.........................................................
315,000
255,569
Central
Parent
LLC/CDK
Global
II
LLC/CDK
Financing
Co.,
Inc.
,
8
.00
%
,
6/15/29
,
Callable
6/15/25
@
104
(f)
...................................................
250,000
253,556
Clear
Channel
Outdoor
Holdings,
Inc.
,
7
.88
%
,
4/1/30
,
Callable
10/1/26
@
103.94
(f)
.......
235,000
241,808
Consolidated
Communications,
Inc.
,
6
.50
%
,
10/1/28
,
Callable
1/18/25
@
103.25
(f)
........
57,500
55,371
CSC
Holdings
LLC
,
11
.75
%
,
1/31/29
,
Callable
1/31/26
@
105.88
(f)
..................
100,000
98,577
Cumulus
Media
New
Holdings,
Inc.
,
8
.00
%
,
7/1/29
,
Callable
2/7/25
@
100
(f)
...........
181,000
66,535
Directv
Financing
LLC/Directv
Financing
Co.-Obligor,
Inc.
,
5
.88
%
,
8/15/27
,
Callable
2/7/25
@
102.94
(f)
.......................................................
45,000
43,782
Frontier
Communications
Holdings
LLC
5
.88
%
,
10/15/27
,
Callable
2/7/25
@
101.47
(f)
..............................
230,000
229,158
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Principal
Amount
Value
6
.75
%
,
5/1/29
,
Callable
2/7/25
@
103.38
(f)
................................
$
52,000
$
52,247
Gray
Television,
Inc.
10
.50
%
,
7/15/29
,
Callable
7/15/26
@
105.25
(f)
.............................
50,000
50,064
5
.38
%
,
11/15/31
,
Callable
11/15/26
@
102.69
(f)
(g)
...........................
79,000
42,039
Lamar
Media
Corp.
,
3
.63
%
,
1/15/31
,
Callable
1/15/26
@
101.81
.....................
20,000
17,611
Match
Group
Holdings
II
LLC
,
4
.63
%
,
6/1/28
,
Callable
2/7/25
@
101.16
(f)
.............
60,000
57,169
News
Corp.
,
5
.13
%
,
2/15/32
,
Callable
2/15/27
@
102.56
(f)
.........................
30,000
28,305
Scripps
Escrow
II,
Inc.
,
3
.88
%
,
1/15/29
,
Callable
2/7/25
@
100.97
(f)
..................
100,000
73,425
Sinclair
Television
Group,
Inc.
,
5
.50
%
,
3/1/30
,
Callable
2/7/25
@
102.75
(f)
.............
129,000
87,001
Univision
Communications,
Inc.
,
7
.38
%
,
6/30/30
,
Callable
6/30/25
@
103.69
(f)
..........
100,000
95,767
1,880,741
Consumer
Discretionary
(14.5%):
Acushnet
Co.
,
7
.38
%
,
10/15/28
,
Callable
10/15/25
@
103.69
(f)
......................
20,000
20,672
American
Axle
&
Manufacturing,
Inc.
,
6
.88
%
,
7/1/28
,
Callable
1/18/25
@
101.72
(g)
......
250,000
247,599
Asbury
Automotive
Group,
Inc.
,
5
.00
%
,
2/15/32
,
Callable
11/15/26
@
102.5
(f)
...........
150,000
137,283
Ashton
Woods
USA
LLC/Ashton
Woods
Finance
Co.
,
4
.63
%
,
4/1/30
,
Callable
4/1/25
@
102.31
(f)
.........................................................
55,000
49,843
Beazer
Homes
USA,
Inc.
,
7
.50
%
,
3/15/31
,
Callable
3/15/27
@
103.75
(f)
...............
250,000
252,411
Boyd
Gaming
Corp.
,
4
.75
%
,
6/15/31
,
Callable
6/15/26
@
102.38
(f)
...................
30,000
27,695
Caesars
Entertainment,
Inc.
8
.13
%
,
7/1/27
,
Callable
1/18/25
@
102.03
(f)
...............................
136,000
137,375
6
.50
%
,
2/15/32
,
Callable
2/15/27
@
103.25
(f)
..............................
25,000
25,122
Group
1
Automotive,
Inc.
,
6
.38
%
,
1/15/30
,
Callable
7/15/26
@
103.19
(f)
...............
35,000
35,139
Hanesbrands,
Inc.
,
9
.00
%
,
2/15/31
,
Callable
2/15/26
@
104.5
(f)
(g)
...................
30,000
31,986
Hilton
Domestic
Operating
Co.,
Inc.
,
4
.00
%
,
5/1/31
,
Callable
5/1/26
@
102
(f)
...........
60,000
53,909
LGI
Homes,
Inc.
,
7
.00
%
,
11/15/32
,
Callable
11/15/27
@
103.5
(f)
....................
15,000
14,861
Light
&
Wonder
International,
Inc.
,
7
.00
%
,
5/15/28
,
Callable
1/23/25
@
101.75
(f)
........
475,000
476,180
Lithia
Motors,
Inc.
,
4
.38
%
,
1/15/31
,
Callable
10/15/25
@
102.19
(f)
...................
257,000
233,201
M/I
Homes,
Inc.
,
4
.95
%
,
2/1/28
,
Callable
1/23/25
@
102.48
........................
65,000
62,736
Newell
Brands,
Inc.
,
6
.88
%
,
4/1/36
,
Callable
10/1/35
@
100
(g)
......................
16,000
16,211
Nordstrom,
Inc.
,
4
.38
%
,
4/1/30
,
Callable
1/1/30
@
100
............................
50,000
45,284
PetSmart,
Inc./PetSmart
Finance
Corp.
4
.75
%
,
2/15/28
,
Callable
2/7/25
@
102.38
(f)
...............................
125,000
117,923
7
.75
%
,
2/15/29
,
Callable
2/7/25
@
103.88
(f)
...............................
90,000
86,974
Resorts
World
Las
Vegas
LLC/RWLV
Capital,
Inc.
,
4
.63
%
,
4/6/31
,
Callable
1/6/31
@
100
(f)
.
30,000
25,579
Royal
Caribbean
Cruises
Ltd.
,
6
.00
%
,
2/1/33
,
Callable
8/1/27
@
103
(f)
................
100,000
99,773
Scientific
Games
Holdings
LP/Scientific
Games
US
FinCo,
Inc.
,
6
.63
%
,
3/1/30
,
Callable
3/1/25
@
103.31
(f)
.......................................................
25,000
23,959
Taylor
Morrison
Communities,
Inc.
,
5
.75
%
,
1/15/28
,
Callable
10/15/27
@
100
(f)
.........
35,000
34,744
The
Gap,
Inc.
,
3
.63
%
,
10/1/29
,
Callable
2/7/25
@
101.81
(f)
........................
60,000
53,898
Vail
Resorts,
Inc.
,
6
.50
%
,
5/15/32
,
Callable
5/15/27
@
103.25
(f)
.....................
35,000
35,378
Wynn
Resorts
Finance
LLC/Wynn
Resorts
Capital
Corp.
,
7
.13
%
,
2/15/31
,
Callable
11/15/30
@
100
(f)
...........................................................
350,000
364,109
ZF
North
America
Capital,
Inc.
,
6
.88
%
,
4/23/32
,
Callable
2/23/32
@
100
(f)
.............
57,500
54,601
2,764,445
Consumer
Staples
(3.3%):
Albertsons
Cos.,
Inc./Safeway,
Inc./New
Albertsons
LP/Albertsons
LLC
,
6
.50
%
,
2/15/28
,
Callable
2/15/25
@
103.25
(f)
(g)
........................................
200,000
202,600
Edgewell
Personal
Care
Co.
,
4
.13
%
,
4/1/29
,
Callable
1/18/25
@
102.06
(f)
..............
40,000
36,906
Goat
Holdco
LLC
,
6
.75
%
,
2/1/32
,
Callable
2/1/28
@
103.38
(f)
......................
24,000
23,764
Performance
Food
Group,
Inc.
,
6
.13
%
,
9/15/32
,
Callable
9/15/27
@
103.06
(f)
(g)
.........
150,000
149,915
Post
Holdings,
Inc.
6
.25
%
,
2/15/32
,
Callable
2/15/27
@
103.13
(f)
..............................
75,000
74,481
6
.38
%
,
3/1/33
,
Callable
9/1/27
@
103.19
(f)
................................
20,000
19,617
U.S.
Foods,
Inc.
,
5
.75
%
,
4/15/33
,
Callable
10/15/27
@
102.88
(f)
.....................
122,000
118,539
625,822
Energy
(2.1%):
Hilcorp
Energy
I
LP/Hilcorp
Finance
Co.
,
7
.25
%
,
2/15/35
,
Callable
2/15/30
@
103.63
(f)
....
82,000
77,174
Murphy
Oil
Corp.
,
6
.00
%
,
10/1/32
,
Callable
10/1/27
@
103
........................
40,000
38,434
Murphy
Oil
USA,
Inc.
,
3
.75
%
,
2/15/31
,
Callable
2/15/26
@
101.88
(f)
.................
55,000
48,360
Permian
Resources
Operating
LLC
,
5
.88
%
,
7/1/29
,
Callable
2/7/25
@
102.94
(f)
..........
120,000
117,764
SM
Energy
Co.
,
7
.00
%
,
8/1/32
,
Callable
8/1/27
@
103.5
(f)
.........................
35,000
34,464
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
5
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Principal
Amount
Value
Sunoco
LP
,
7
.25
%
,
5/1/32
,
Callable
5/1/27
@
103.63
(f)
............................
$
40,000
$
41,318
Venture
Global
LNG,
Inc.
,
9
.88
%
,
2/1/32
,
Callable
2/1/27
@
104.94
(f)
.................
40,000
43,953
401,467
Financials
(3.4%):
Acrisure
LLC/Acrisure
Finance,
Inc.
,
7
.50
%
,
11/6/30
,
Callable
5/15/26
@
103.75
(f)
.......
77,000
79,214
Arsenal
AIC
Parent
LLC
,
8
.00
%
,
10/1/30
,
Callable
10/1/26
@
104
(f)
..................
125,000
129,337
Block,
Inc.
,
6
.50
%
,
5/15/32
,
Callable
5/15/27
@
103.25
(f)
..........................
80,000
80,821
Boost
Newco
Borrower
LLC
,
7
.50
%
,
1/15/31
,
Callable
1/15/27
@
103.75
(f)
.............
100,000
104,760
NCR
Atleos
Corp.
,
9
.50
%
,
4/1/29
,
Callable
10/1/26
@
104.75
(f)
.....................
16,000
17,309
NESCO
Holdings
II,
Inc.
,
5
.50
%
,
4/15/29
,
Callable
2/7/25
@
102.75
(f)
................
100,000
92,796
Park
Intermediate
Holdings
LLC/PK
Domestic
Property
LLC/PK
Finance
Co.-Issuer
,
4
.88
%
,
5/15/29
,
Callable
2/7/25
@
102.44
(f)
.....................................
16,000
15,049
PRA
Group,
Inc.
,
8
.88
%
,
1/31/30
,
Callable
6/1/26
@
104.44
(f)
......................
40,000
41,502
Sfa
Issuer
LLC
,
11
.00
%
,
12/15/29
...........................................
24,000
23,083
Shift4
Payments
LLC/Shift4
Payments
Finance
Sub,
Inc.
,
6
.75
%
,
8/15/32
,
Callable
8/15/27
@
103.38
(f)
.........................................................
20,000
20,348
Starwood
Property
Trust,
Inc.
,
7
.25
%
,
4/1/29
,
Callable
10/1/28
@
100
(f)
...............
35,000
35,879
640,098
Health
Care
(5.8%):
CHS/Community
Health
Systems,
Inc.
6
.13
%
,
4/1/30
,
Callable
4/1/25
@
103.06
(f)
................................
200,000
137,175
5
.25
%
,
5/15/30
,
Callable
5/15/25
@
102.63
(f)
..............................
25,000
20,552
10
.88
%
,
1/15/32
,
Callable
2/15/27
@
105.44
(f)
.............................
30,000
30,952
CVS
Health
Corp.
,
7
.00
%
(
H15T5Y
+
289
bps
)
,
3/10/55
,
Callable
12/10/29
@
100
(d)
.......
55,000
55,215
DaVita,
Inc.
,
6
.88
%
,
9/1/32
,
Callable
9/1/27
@
103.44
(f)
...........................
250,000
251,884
Embecta
Corp.
,
5
.00
%
,
2/15/30
,
Callable
2/15/27
@
101.25
(f)
.......................
15,000
13,796
Encompass
Health
Corp.
,
4
.63
%
,
4/1/31
,
Callable
4/1/26
@
102.31
...................
16,000
14,765
LifePoint
Health,
Inc.
,
11
.00
%
,
10/15/30
,
Callable
10/15/26
@
105.5
(f)
................
150,000
164,782
Medline
Borrower
LP
,
5
.25
%
,
10/1/29
,
Callable
2/7/25
@
102.63
(f)
...................
57,500
55,358
Medline
Borrower
LP/Medline
Co-Issuer,
Inc.
,
6
.25
%
,
4/1/29
,
Callable
4/1/26
@
103.13
(f)
..
35,000
35,356
Organon
&
Co./Organon
Foreign
Debt
Co.-Issuer
BV
,
5
.13
%
,
4/30/31
,
Callable
4/30/26
@
102.56
(f)
.........................................................
250,000
224,797
Pediatrix
Medical
Group,
Inc.
,
5
.38
%
,
2/15/30
,
Callable
2/15/25
@
102.69
(f)
............
60,000
57,274
Prestige
Brands,
Inc.
,
3
.75
%
,
4/1/31
,
Callable
4/1/26
@
101.88
(f)
....................
20,000
17,568
U.S.
Acute
Care
Solutions
LLC
,
9
.75
%
,
5/15/29
,
Callable
5/15/26
@
104.88
(f)
...........
16,000
16,310
1,095,784
Industrials
(12.3%):
American
Airlines,
Inc.
7
.25
%
,
2/15/28
,
Callable
2/15/25
@
103.63
(f)
..............................
125,000
127,932
8
.50
%
,
5/15/29
,
Callable
11/15/25
@
104.25
(f)
.............................
100,000
104,889
American
Airlines,
Inc./AAdvantage
Loyalty
IP
Ltd.
,
5
.75
%
,
4/20/29
(f)
................
46,149
45,796
Brightline
East
LLC
,
11
.00
%
,
1/31/30
,
Callable
5/9/27
@
105.5
(f)
....................
70,000
66,784
Builders
FirstSource,
Inc.
,
6
.38
%
,
3/1/34
,
Callable
3/1/29
@
103.19
(f)
.................
75,000
74,080
BWX
Technologies,
Inc.
,
4
.13
%
,
4/15/29
,
Callable
1/23/25
@
102.06
(f)
................
30,000
27,838
Chart
Industries,
Inc.
,
7
.50
%
,
1/1/30
,
Callable
1/1/26
@
103.75
(f)
....................
100,000
103,998
EMRLD
Borrower
LP/Emerald
Co-Issuer,
Inc.
,
6
.75
%
,
7/15/31
,
Callable
7/15/27
@
103.38
(f)
75,000
75,400
Esab
Corp.
,
6
.25
%
,
4/15/29
,
Callable
4/15/26
@
103.13
(f)
.........................
16,000
16,205
Genesee
&
Wyoming,
Inc.
,
6
.25
%
,
4/15/32
,
Callable
4/15/27
@
103.13
(f)
..............
40,000
40,210
Masterbrand,
Inc.
,
7
.00
%
,
7/15/32
,
Callable
7/15/27
@
103.5
(f)
......................
28,000
28,202
Mileage
Plus
Holdings
LLC/Mileage
Plus
Intellectual
Property
Assets
Ltd.
,
6
.50
%
,
6/20/27
,
Callable
2/7/25
@
101.63
(f)
...........................................
125,000
125,900
OneSky
Flight
LLC
,
8
.88
%
,
12/15/29
,
Callable
12/15/26
@
104.44
(f)
.................
37,000
37,131
Rand
Parent
LLC
,
8
.50
%
,
2/15/30
,
Callable
2/15/26
@
104.25
(f)
.....................
95,000
95,531
Resideo
Funding,
Inc.
,
6
.50
%
,
7/15/32
,
Callable
7/15/27
@
103.25
(f)
..................
45,000
45,042
Sensata
Technologies,
Inc.
,
6
.63
%
,
7/15/32
,
Callable
7/15/27
@
103.31
(f)
..............
35,000
34,942
Spirit
AeroSystems,
Inc.
9
.38
%
,
11/30/29
,
Callable
11/30/25
@
104.69
(f)
.............................
75,000
80,400
9
.75
%
,
11/15/30
,
Callable
11/15/26
@
104.88
(f)
.............................
145,000
160,333
Standard
Industries,
Inc.
4
.38
%
,
7/15/30
,
Callable
7/15/25
@
102.19
(f)
..............................
175,000
159,564
3
.38
%
,
1/15/31
,
Callable
7/15/25
@
101.69
(f)
..............................
150,000
128,616
The
ADT
Security
Corp.
,
4
.88
%
,
7/15/32
(f)
....................................
30,000
27,470
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
6
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Principal
Amount
Value
The
Hertz
Corp.
4
.63
%
,
12/1/26
,
Callable
2/7/25
@
101.16
(f)
(g)
.............................
$
40,000
$
33,647
12
.63
%
,
7/15/29
,
Callable
7/15/27
@
106.31
(f)
.............................
50,000
53,257
TKC
Holdings,
Inc.
,
10
.50
%
,
5/15/29
,
Callable
2/7/25
@
105.25
(f)
...................
50,000
50,430
TransDigm,
Inc.
,
6
.00
%
,
1/15/33
,
Callable
9/15/27
@
103
(f)
........................
150,000
147,015
TriNet
Group,
Inc.
,
7
.13
%
,
8/15/31
,
Callable
8/15/26
@
103.56
(f)
....................
30,000
30,594
United
Rentals
North
America,
Inc.
,
6
.13
%
,
3/15/34
,
Callable
3/15/29
@
103.06
(f)
........
260,000
258,100
WESCO
Distribution,
Inc.
,
7
.25
%
,
6/15/28
,
Callable
2/7/25
@
102.42
(f)
...............
125,000
127,088
XPO,
Inc.
,
7
.13
%
,
6/1/31
,
Callable
6/1/26
@
103.56
(f)
............................
43,000
43,900
2,350,294
Information
Technology
(2.9%):
Cloud
Software
Group,
Inc.
6
.50
%
,
3/31/29
,
Callable
9/30/25
@
103.25
(f)
..............................
50,000
49,070
9
.00
%
,
9/30/29
,
Callable
9/30/25
@
104.5
(f)
...............................
5,000
5,078
Diebold
Nixdorf,
Inc.
,
7
.75
%
,
3/31/30
,
Callable
12/18/26
@
103.88
(f)
.................
16,000
16,428
Ellucian
Holdings,
Inc.
,
6
.50
%
,
12/1/29
,
Callable
12/1/26
@
103.25
(f)
.................
40,000
40,132
EquipmentShare.com,
Inc.
,
8
.00
%
,
3/15/33
,
Callable
9/15/27
@
104
(f)
.................
200,000
203,013
Gen
Digital,
Inc.
,
7
.13
%
,
9/30/30
,
Callable
9/30/25
@
103.56
(f)
.....................
16,000
16,444
Neptune
Bidco
U.S.,
Inc.
,
9
.29
%
,
4/15/29
,
Callable
10/15/25
@
104.65
(f)
..............
101,000
94,011
Open
Text
Holdings,
Inc.
,
4
.13
%
,
12/1/31
,
Callable
12/1/26
@
102.06
(f)
...............
57,500
50,887
UKG,
Inc.
,
6
.88
%
,
2/1/31
,
Callable
2/1/27
@
103.44
(f)
............................
50,000
50,737
Zebra
Technologies
Corp.
,
6
.50
%
,
6/1/32
,
Callable
6/1/27
@
103.25
(f)
.................
28,000
28,384
554,184
Materials
(5.5%):
AAR
Escrow
Issuer
LLC
,
6
.75
%
,
3/15/29
,
Callable
3/15/26
@
103.38
(f)
...............
75,000
76,024
AmeriTex
HoldCo
Intermediate
LLC
,
10
.25
%
,
10/15/28
,
Callable
10/15/25
@
105.13
(f)
....
250,000
265,657
ATI,
Inc.
,
5
.13
%
,
10/1/31
,
Callable
10/1/26
@
102.56
.............................
125,000
117,504
Avient
Corp.
,
6
.25
%
,
11/1/31
,
Callable
9/15/27
@
103.13
(f)
........................
16,000
15,814
Axalta
Coating
Systems
LLC
,
3
.38
%
,
2/15/29
,
Callable
2/7/25
@
101.69
(f)
.............
60,000
54,491
Cleveland-Cliffs,
Inc.
,
7
.00
%
,
3/15/32
,
Callable
3/15/27
@
103.5
(f)
...................
50,000
49,093
Dcli
Bidco
LLC
,
7
.75
%
,
11/15/29
,
Callable
11/15/26
@
103.88
(f)
....................
37,000
37,811
Knife
River
Corp.
,
7
.75
%
,
5/1/31
,
Callable
5/1/26
@
103.88
(f)
......................
75,000
78,111
Louisiana-Pacific
Corp.
,
3
.63
%
,
3/15/29
,
Callable
2/7/25
@
101.81
(f)
.................
30,000
27,680
Sasol
Financing
USA
LLC
,
8
.75
%
,
5/3/29
,
Callable
3/3/29
@
100
(f)
..................
50,000
50,751
Sealed
Air
Corp.
,
6
.50
%
,
7/15/32
,
Callable
7/15/27
@
103.25
(f)
.....................
55,000
55,285
Smyrna
Ready
Mix
Concrete
LLC
,
8
.88
%
,
11/15/31
,
Callable
11/15/26
@
104.44
(f)
.......
45,000
47,192
The
Chemours
Co.
,
8
.00
%
,
1/15/33
,
Callable
1/15/28
@
104
(f)
......................
150,000
146,547
United
States
Steel
Corp.
,
6
.88
%
,
3/1/29
,
Callable
1/23/25
@
103.44
..................
30,000
30,119
1,052,079
Real
Estate
(1.0%):
GLP
Capital
LP/GLP
Financing
II,
Inc.
,
5
.63
%
,
9/15/34
,
Callable
6/15/34
@
100
.........
50,000
49,092
RHP
Hotel
Properties
LP/RHP
Finance
Corp.
4
.50
%
,
2/15/29
,
Callable
2/7/25
@
102.25
(f)
...............................
30,000
28,278
6
.50
%
,
4/1/32
,
Callable
4/1/27
@
103.25
(f)
................................
50,000
50,234
The
Howard
Hughes
Corp.
,
4
.38
%
,
2/1/31
,
Callable
2/1/26
@
102.19
(f)
................
77,500
69,765
197,369
Utilities
(0.8%):
Calpine
Corp.
,
4
.63
%
,
2/1/29
,
Callable
2/7/25
@
101.16
(f)
.........................
95,000
89,597
NRG
Energy,
Inc.
,
5
.75
%
,
7/15/29
,
Callable
1/18/25
@
102.88
(f)
.....................
40,000
39,255
Vistra
Operations
Co.
LLC
,
6
.88
%
,
4/15/32
,
Callable
4/15/27
@
103.44
(f)
..............
15,000
15,354
144,206
Total
Corporate
Bonds
(Cost
$11,968,424)
11,706,489
Yankee
Dollars
(16.4%)
Communication
Services
(0.4%):
Telecom
Italia
Capital
SA
,
7
.20
%
,
7/18/36
.....................................
25,000
25,181
Vmed
O2
UK
Financing
I
PLC
,
4
.75
%
,
7/15/31
,
Callable
7/15/26
@
102.38
(f)
...........
55,500
47,659
72,840
Consumer
Discretionary
(5.0%):
Carnival
Corp.
,
6
.00
%
,
5/1/29
,
Callable
2/7/25
@
103
(f)
...........................
150,000
149,691
Great
Canadian
Gaming
Corp.
,
8
.75
%
,
11/15/29
,
Callable
11/15/26
@
104.38
(f)
..........
21,000
21,583
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
7
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Principal
Amount
Value
IHO
Verwaltungs
GmbH
,
8
.00
%
,
11/15/32
,
Callable
11/15/27
@
104
(f)
(h)
..............
$
115,000
$
115,692
International
Game
Technology
PLC
6
.25
%
,
1/15/27
,
Callable
7/15/26
@
100
(f)
.................................
50,000
50,233
5
.25
%
,
1/15/29
,
Callable
2/7/25
@
101.31
(f)
...............................
25,000
24,326
Mattamy
Group
Corp.
,
4
.63
%
,
3/1/30
,
Callable
3/1/25
@
102.31
(f)
...................
36,000
33,477
Melco
Resorts
Finance
Ltd.
,
5
.38
%
,
12/4/29
,
Callable
2/7/25
@
102.69
(f)
..............
30,000
27,437
NCL
Corp.
Ltd.
,
5
.88
%
,
3/15/26
,
Callable
12/15/25
@
100
(f)
.......................
260,000
259,724
Royal
Caribbean
Cruises
Ltd.
,
5
.63
%
,
9/30/31
,
Callable
9/30/27
@
102.81
(f)
............
10,000
9,834
Viking
Cruises
Ltd.
,
9
.13
%
,
7/15/31
,
Callable
7/15/26
@
104.56
(f)
...................
10,000
10,745
Viking
Ocean
Cruises
Ship
VII
Ltd.
,
5
.63
%
,
2/15/29
,
Callable
2/7/25
@
102.81
(f)
.........
250,000
245,947
948,689
Energy
(1.3%):
Petrobras
Global
Finance
BV
,
5
.50
%
,
6/10/51
,
Callable
12/10/50
@
100
................
55,000
41,669
TechnipFMC
PLC
,
6
.50
%
,
2/1/26
,
Callable
2/7/25
@
100
(f)
........................
200,000
199,966
Vallourec
SACA
,
7
.50
%
,
4/15/32
,
Callable
4/15/27
@
103.75
(f)
.....................
10,000
10,505
252,140
Financials
(1.3%):
Ardonagh
Finco
Ltd.
,
7
.75
%
,
2/15/31
,
Callable
2/15/27
@
103.88
(f)
..................
65,000
67,018
Belron
UK
Finance
PLC
,
5
.75
%
,
10/15/29
,
Callable
10/15/26
@
102.88
(f)
..............
35,000
35,118
GGAM
Finance
Ltd.
,
5
.88
%
,
3/15/30
,
Callable
9/15/26
@
102.94
(f)
..................
40,000
39,330
UniCredit
SpA
,
5
.86
%
(
USISOA05
+
370
bps
)
,
6/19/32
,
Callable
6/19/27
@
100
(d)
(f)
.......
110,000
109,989
251,455
Health
Care
(1.3%):
Bausch
Health
Cos.,
Inc.
,
6
.13
%
,
2/1/27
,
Callable
2/7/25
@
101.53
(f)
.................
250,000
228,011
Perrigo
Finance
Unlimited
Co.
,
6
.13
%
,
9/30/32
,
Callable
9/30/27
@
103.06
.............
25,000
24,532
252,543
Industrials
(4.3%):
ATS
Corp.
,
4
.13
%
,
12/15/28
,
Callable
2/7/25
@
101.03
(f)
..........................
30,000
27,761
Azorra
Finance
Ltd.
,
7
.75
%
,
4/15/30
,
Callable
10/15/26
@
103.88
(f)
..................
140,000
139,079
Bombardier,
Inc.
7
.88
%
,
4/15/27
,
Callable
2/7/25
@
100
(f)
.................................
82,000
82,040
8
.75
%
,
11/15/30
,
Callable
11/15/26
@
104.38
(f)
.............................
125,000
134,479
7
.25
%
,
7/1/31
,
Callable
7/1/27
@
103.63
(f)
................................
30,000
30,940
Grupo
Aeromexico
SAB
de
CV
,
8
.63
%
,
11/15/31
,
Callable
11/15/27
@
104.31
(f)
.........
65,000
64,350
Latam
Airlines
Group
SA
,
7
.88
%
,
4/15/30
,
Callable
10/15/26
@
103.94
(f)
..............
60,000
60,409
Optics
Bidco
SpA
,
7
.20
%
,
7/18/36
,
Callable
4/18/36
@
100
(f)
.......................
55,000
56,351
Seaspan
Corp.
,
5
.50
%
,
8/1/29
,
Callable
2/7/25
@
102.75
(f)
.........................
45,000
41,980
VistaJet
Malta
Finance
PLC/Vista
Management
Holding,
Inc.
,
6
.38
%
,
2/1/30
,
Callable
2/7/25
@
103.19
(f)
(g)
.....................................................
200,000
175,203
812,592
Information
Technology
(0.5%):
Seagate
HDD
Cayman
8
.50
%
,
7/15/31
,
Callable
7/15/26
@
104.25
................................
30,000
32,093
9
.63
%
,
12/1/32
,
Callable
12/1/27
@
104.81
................................
55,000
61,994
94,087
Materials
(2.3%):
Alcoa
Nederland
Holding
BV
,
7
.13
%
,
3/15/31
,
Callable
3/15/27
@
103.56
(f)
............
10,000
10,334
Aris
Mining
Corp.
,
8
.00
%
,
10/31/29
,
Callable
10/31/26
@
104
(f)
.....................
15,000
14,851
INEOS
Finance
PLC
,
7
.50
%
,
4/15/29
,
Callable
4/15/26
@
103.75
(f)
..................
175,000
179,294
NOVA
Chemicals
Corp.
9
.00
%
,
2/15/30
,
Callable
8/15/26
@
104.5
(f)
...............................
200,000
210,972
7
.00
%
,
12/1/31
,
Callable
12/1/27
@
103.5
(f)
...............................
25,000
24,917
440,368
Total
Yankee
Dollars
(Cost
$3,059,627)
3,124,714
Shares
Exchange-Traded
Funds
(4.8%)
iShares
BB
Rated
Corporate
Bond
ETF
.......................................
20,000
919,976
Total
Exchange-Traded
Funds
(Cost
$930,194)
919,976
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
8
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Collateral
for
Securities
Loaned
(4.6%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.41
%
(i)
........
218,978
$
218,978
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.38
%
(i)
............
218,978
218,978
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.40
%
(i)
................
218,978
218,978
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.41
%
(i)
.
218,978
218,978
Total
Collateral
for
Securities
Loaned
(Cost
$875,912)
875,912
Total
Investments
(Cost
$18,186,102)
92.9%
17,681,986
Other
assets
in
excess
of
liabilities
7.1%
1,348,349
NET
ASSETS
-
100.00%
$
19,030,335
At
December
31,
2024,
the
Fund's
investments
in
foreign
securities
were
17.1%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Amount
represents
less
than
0.05%
of
net
assets.
(b)
Non-income
producing
security.
(c)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.0%
of
net
assets
as
of
December
31,
2024.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(d)
Variable
or
Floating-Rate
Security.
Rate
disclosed
is
as
of
December
31,
2024.
(e)
The
rates
for
this
senior
secured
loan
will
be
known
on
settlement
date
of
the
loan,
subsequent
to
this
report
date.
Senior
secured
loans
have
rates
that
will
fluctuate
over
time
in
line
with
prevailing
interest
rates.
(f)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
December
31,
2024,
the
fair
value
of
these
securities
was
$13,928,081
and
amounted
to
73.2%
of
net
assets.
(g)
All
or
a
portion
of
this
security
is
on
loan.
(h)
Up
to
8.75%
of
the
coupon
may
be
PIK.
(i)
Rate
disclosed
is
the
daily
yield
on
December
31,
2024.
bps
Basis
points
ETF
Exchange-Traded
Fund
H15T5Y
5
Year
Treasury
Constant
Maturity
Rate,
rate
disclosed
as
of
December
31,
2024.
ICE
Intercontinental
Exchange,
Inc.
IBA
ICE
Benchmark
Administration
Limited
LLC
Limited
Liability
Company
LP
Limited
Partnership
PIK
Payment-in-Kind
PLC
Public
Limited
Company
SOFR
Secured
Overnight
Financing
Rate
SOFR01M
1
Month
SOFR,
rate
disclosed
as
of
December
31,
2024.
SOFR03M
3
Month
SOFR,
rate
disclosed
as
of
December
31,
2024.
USISOA05
ICE
IBA
-
USD
SOFR
Spread-Adjusted
ICE
5
Year
Swap
Rate,
rate
disclosed
as
of
December
31,
2024.
Statement
of
Assets
and
Liabilities
December
31,
2024
9
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
Assets:
Investments,
at
value
(Cost
$18,186,102)
$
17,681,986‌
(a)
Cash
340,590‌
Receivables:
Dividends,
interest,
and
securities
lending
income
314,090‌
Investments
sold
1,720,919‌
From
Adviser
6,266‌
Prepaid
expenses
41‌
Total
Assets
20,063,892‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
875,912‌
Investments
purchased
106,354‌
Capital
shares
redeemed
12,436‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
9,778‌
Administration
fees
914‌
Custodian
fees
2,129‌
Sub-Transfer
agent
fees
3,680‌
Compliance
fees
13‌
Trustees'
fees
6‌
Other
accrued
expenses
22,335‌
Total
Liabilities
1,033,557‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
24,731,784‌
Total
accumulated
earnings
(loss)
(
5,701,449‌
)
Net
Assets
$
19,030,335‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
3,184,694‌
Net
asset
value:
$
5
.98‌
(a)
Includes
$833,695
of
securities
on
loan.
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
10
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
High
Yield
VIP
Series
Investment
Income:
Dividends
$
39,401
Interest
1,675,773
Securities
lending
(net
of
fees)
33,795
Total
Income
1,748,969
Expenses:
Investment
advisory
fees
122,108
Administration
fees
10,975
Sub-Administration
fees
18,500
Custodian
fees
10,407
Transfer
agent
fees
192
Sub-Transfer
agent
fees
15,478
Trustees'
fees
3,064
Compliance
fees
180
Legal
and
audit
fees
15,283
Interest
fees
972
Other
expenses
17,470
Total
Expenses
214,629
Expenses
waived/reimbursed
by
Adviser
(
32,585
)
Net
Expenses
182,044
Net
Investment
Income
(Loss)
1,566,925
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
(
918,344
)
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
980,793
Net
realized/unrealized
gains
(losses)
on
investments
62,449
Change
in
net
assets
resulting
from
operations
$
1,629,374
11
Victory
Variable
Insurance
Funds
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
High
Yield
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
1,566,925
$
1,731,032
Net
realized
gains
(losses)
(
918,344
)
(
2,214,109
)
Net
change
in
unrealized
appreciation/depreciation
980,793
2,839,257
Change
in
net
assets
resulting
from
operations
1,629,374
2,356,180
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
1,772,988
)
(
1,670,342
)
Change
in
net
assets
resulting
from
capital
transactions
(
2,160,235
)
(
1,490,405
)
Change
in
net
assets
(
2,303,849
)
(
804,567
)
Net
Assets:
Beginning
of
period
21,334,184
22,138,751
End
of
period
$
19,030,335
$
21,334,184
Capital
Transactions:
Proceeds
from
shares
issued
$
1,806,807
$
1,116,442
Distributions
reinvested
1,772,988
1,670,342
Cost
of
shares
redeemed
(
5,740,030
)
(
4,277,189
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
2,160,235
)
$
(
1,490,405
)
Share
Transactions:
Issued
288,406
179,407
Reinvested
295,991
275,634
Redeemed
(
906,817
)
(
688,700
)
Change
in
Shares
(
322,420
)
(
233,659
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
12
See
notes
to
financial
statements.
Victory
High
Yield
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$6.08
$5.92
$7.40
$7.42
$7.36
Investment
Activities:
Net
investment
income
(loss)(a)
0.49
0.49
0.44
0.40
0.44
Net
realized
and
unrealized
gains
(losses)
0.02
0.18
(1.44)
0.03
0.14
Total
from
Investment
Activities
0.51
0.67
(1.00)
0.43
0.58
Distributions
to
Shareholders
from:
Net
investment
income
(0.61)
(0.51)
(0.48)
(0.45)
(0.52)
Total
Distributions
(0.61)
(0.51)
(0.48)
(0.45)
(0.52)
Net
Asset
Value,
End
of
Period
$5.98
$6.08
$5.92
$7.40
$7.42
Total
Return(b)(c)
8.42%
11.41%
(13.55)%
5.85%
7.92%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
0.89%
0.89%
0.89%
0.89%
0.89%
Net
Investment
Income
(Loss)
7.70%
7.88%
6.55%
5.21%
6.10%
Gross
Expenses(d)
1.05%
1.02%
1.01%
0.99%
1.04%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$19,030
$21,334
$22,139
$30,016
$30,119
Portfolio
Turnover
109%(e)
52%
42%
75%
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.
(e)
Reflects
increased
tradng
activity
due
to
a
sub-adviser
termination.
Notes
to
Financial
Statements
December
31,
2024
Victory
Variable
Insurance
Funds
13
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
the
Adviser
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
Trustees
(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
are
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,
2024, 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,
2024
Victory
Variable
Insurance
Funds
14
(a)    
Zero
market
value
securities.
As
of December
31,
2024,
there
were
no
significant
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.
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.
Level
1
Level
2
Level
3
Total
Victory
High
Yield
VIP
Series
Common
Stocks
............................
$
$
351
$
(a)
$
351
Senior
Secured
Loans
........................
1,054,544
1,054,544
Corporate
Bonds
...........................
11,706,489
11,706,489
Yankee
Dollars
............................
3,124,714
3,124,714
Exchange-Traded
Funds
......................
919,976
919,976
Collateral
for
Securities
Loaned
................
875,912
875,912
Total
....................................
$
1,795,888
$
15,886,098
$
(a)
$
17,681,986
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
15
The Fund
may
receive
other
income
from
investments
in
loan
assignments
and/or
unfunded
commitments,
including
amendment
fees,
consent
fees,
and
commitment
fees.
These
fees
are
recorded
as
income
when
received.
These
amounts,
if
received,
are
included
in
Interest
income
on
the
Statement
of
Operations. 
Securities
Lending:
The
Fund,
through
a
Securities
Lending
Agreement
with
Citibank,
N.A.
(“Citibank”),
may
lend
its
securities
to
qualified
financial
institutions,
such
as
certain
broker-dealers
and
banks,
to
earn
additional
income,
net
of
income
retained
by
Citibank.
Borrowers
are
required
to
initially
secure
their
loans
for
collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
securities
loaned
or
at
least
105%
of
the
value
of
non-U.S.
securities
loaned,
marked-to-market
daily.
Any
collateral
shortfalls
associated
with
increases
in
the
valuation
of
the
securities
loaned
are
generally
cured
the
next
business
day.
The
collateral
can
be
received
in
the
form
of
cash
collateral
and/or
non-cash
collateral.
Non-cash
collateral
can
include
U.S.
Government
Securities
and
other
securities
as
permitted
by Securities
and
Exchange
Commission
(“SEC”)
guidelines.
The
cash
collateral
is
invested
in
short-term
instruments
or
cash
equivalents,
primarily
open-end
investment
companies,
as
noted
on
the
Fund’s
Schedule
of
Portfolio
Investments.
The
Fund
effectively
does
not
have
control
of
the
non-cash
collateral
and
therefore
it
is
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,
2024: 
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,
2024,
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statement
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
year
ended
December
31,
2024,
were
as
follows:
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
Victory
High
Yield
VIP
Series
........................................
$
833,695
$
$
875,912
Excluding
U.S.
Government
Securities
Purchases
Sales
Victory
High
Yield
VIP
Series
..........................................................
$
20,334,581
$
23,745,988
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
16
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,
2024,
are
reflected
on
the
Statement
of
Operations
as
Investment
advisory
fees.
VCM
had
a
Sub-Advisory
Agreement
with
Park
Avenue
Institutional
Advisers
LLC
(“Park
Avenue”)
with
respect
to
the
Fund.
Park
Avenue was
responsible
for
providing
day-to-day
investment
advisory
services
to
the
Fund,
subject
to
the
oversight
of
the
Board.
Sub-investment
advisory
fees,
which
were
paid
by
VCM
to
Park
Avenue,
did
not
represent
a
separate
or
additional
expense
to
the
Fund.
Effective
October
3,
2024,
VCM
has
terminated
the
Sub-Advisory
Agreement
with
Park
Avenue
Institutional
Advisers
LLC
and
effective
October
4,
2024,
the
Fund
is
now
managed
by
VCM. 
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
2025.
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
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,
2024
Victory
Variable
Insurance
Funds
17
exceed
the
expense limit
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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,
2024.
As
of December
31,
2024,
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Debt
Securities
Risk
The
value
of
a
debt
security
or
other
income-producing
security
changes
in
response
to
various
factors,
including,
for
example,
market-related
factors
(such
as
changes
in
interest
rates
or
changes
in
the
risk
appetite
of
investors
generally)
and
changes
in
the
actual
or
perceived
ability
of
the
issuer
(or
of
issuers
generally)
to
meet
its
(or
their)
obligations.
Other
factors
that
may
affect
the
value
of
debt
securities,
include,
among
others,
public
health
crises
and
responses
by
governments
and
companies
to
such
crises.
These
and
other
events
may
affect
the
creditworthiness
of
the
issuer
of
a
debt
security
and
may
impair
an
issuer’s
ability
to
timely
meet
its
debt
obligations
as
they
come
due.
General
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.
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.
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.
In
effect
until
April
30,
2025
Victory
High
Yield
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.89%
Expires
2025
Expires
2026
Expires
2027
Total
Victory
High
Yield
VIP
Series
............................................
$
30,665
$
28,181
$
32,585
$
91,431
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
18
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024.
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,
2024,
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,
2024,
the
components
of
accumulated
earnings
(loss)
on
a
tax
basis
were
as
follows:
Year
Ended
December
31,
2024
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
High
Yield
VIP
Series
..................................................................
$
1,772,988
$
1,772,988
Year
Ended
December
31,
2023
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
High
Yield
VIP
Series
..................................................................
$
1,670,342
$
1,670,342
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
19
*
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,
2024,
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,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Undistributed
Ordinary
Income
Accumulated
Earnings
(Loss)
Accumulated
Capital
And
Other
Losses
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
High
Yield
VIP
Series
.......................
$
1,577,437
$
1,577,437
$
(6,754,896)
$
(523,990)
$
(5,701,449)
Short-Term
Amount
Long-Term
Amount
Total
Victory
High
Yield
VIP
Series
.............................................
$
(431,357)
$
(6,323,539)
$
(6,754,896)
Cost
of
Investments
for
Federal
Tax
Purposes
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
Victory
High
Yield
VIP
Series
........................
$
18,205,976
$
186,872
$
(710,862)
$
(523,990)
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
High
Yield
VIP
Series
(the
“Fund”),
a
series
of
Victory
Variable
Insurance
Funds,
as
of
December
31,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
by
correspondence
with
the
custodian
and
agent
banks;
when
replies
were
not
received
from
agent
banks,
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
investment
companies
advised
by
Victory
Capital
Management
Inc.
since
2015.
COHEN
&
COMPANY,
LTD.
Cleveland,
Ohio
February
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
21
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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
22
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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,
shareholder
services
and
distribution;
The
capabilities
and
financial
condition
of
the
Adviser;
Current
economic
and
industry
trends;
The
historical
relationship
between
the
Fund
and
the
Adviser;
and
That
until
October
2024,
the
Fund
was
sub-advised,
but
that
after
that
date
the
Adviser’s
Victory
Income
Investors
investment
franchise
man-
aged
the
Fund.
The
Board
reviewed
the
Fund’s
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
23
(Unaudited)
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
The
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
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-,
five-
and
ten-year
periods,
and
underperformed
the
peer
group
median
for
the
three-year
period.
Fees
and
Expenses.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
fourth
quartile
(most
expensive),
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
third
quartile
and
the
Fund’s
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive).
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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,
2024
Victory
Variable
Insurance
Funds
24
(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;
and
The
overall
high
quality
of
the
personnel,
operations,
financial
condition,
investment
management
capabilities,
methodologies
and
perfor-
mance
of
the
Adviser.
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
(12/24)
December
31,
2024
Annual
Report:
Full
Financials
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
share
prices
The
latest
fund
news
Investment
resources
to
help
you
become
a
better
investor
A
section
dedicated
to
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professionals
Whether
you’re
a
potential
investor
searching
for
the
fund
that
matches
your
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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
Schedule
of
Portfolio
Investments
3
Financial
Statements
Statement
of
Assets
and
Liabilities
7
Statement
of
Operations
8
Statements
of
Changes
in
Net
Assets
9
Financial
Highlights
10
Notes
to
Financial
Statements
11
Report
of
Independent
Registered
Public
Accounting
Firm
18
Supplemental
Information
(Unaudited)
Additional
Federal
Income
Tax
Information
19
Advisory
Contract
Approval
20
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
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(97.3%)
Australia
(6.7%):
Consumer
Discretionary
(1.5%):
Aristocrat
Leisure
Ltd.
...................................................
37,926
$
1,601,249
Financials
(1.3%):
Macquarie
Group
Ltd.
...................................................
10,180
1,391,911
Health
Care
(1.0%):
CSL
Ltd.
.............................................................
5,998
1,046,103
Materials
(1.8%):
BHP
Group
Ltd.
........................................................
77,497
1,890,064
Real
Estate
(1.1%):
Scentre
Group
(a)
.......................................................
550,968
1,166,034
7,095,361
Austria
(1.1%):
Financials
(1.1%):
BAWAG
Group
AG
(b)
...................................................
13,750
1,158,068
Belgium
(1.2%):
Information
Technology
(0.5%):
Melexis
NV
...........................................................
10,198
596,164
Materials
(0.7%):
Solvay
SA
,
Class
A
.....................................................
21,794
704,487
1,300,651
China
(0.6%):
Communication
Services
(0.6%):
Tencent
Holdings
Ltd.
...................................................
11,100
592,458
Denmark
(4.3%):
Consumer
Discretionary
(1.4%):
Pandora
A/S
..........................................................
8,104
1,482,898
Health
Care
(2.9%):
Novo
Nordisk
A/S
,
Class
B
................................................
35,539
3,066,838
4,549,736
France
(8.6%):
Consumer
Discretionary
(2.1%):
La
Francaise
des
Jeux
SACA
(b)
............................................
26,014
1,001,670
LVMH
Moet
Hennessy
Louis
Vuitton
SE
......................................
1,928
1,268,042
2,269,712
Consumer
Staples
(1.7%):
L'Oreal
SA
...........................................................
5,061
1,791,351
Energy
(0.5%):
Gaztransport
Et
Technigaz
SA
..............................................
3,583
479,771
Industrials
(2.7%):
Rexel
SA
.............................................................
44,241
1,126,634
Safran
SA
............................................................
7,842
1,717,994
2,844,628
Information
Technology
(0.6%):
Capgemini
SE
.........................................................
4,073
665,138
Materials
(1.0%):
Arkema
SA
...........................................................
13,871
1,055,325
9,105,925
Germany
(9.5%):
Communication
Services
(0.8%):
CTS
Eventim
AG
&
Co.
KGaA
.............................................
9,861
833,480
Consumer
Discretionary
(0.6%):
Volkswagen
AG
,
Preference
Shares
..........................................
6,646
613,106
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Financials
(2.4%):
Allianz
SE
,
Registered
Shares
..............................................
8,413
$
2,585,473
Industrials
(1.9%):
Siemens
AG
,
Registered
Shares
.............................................
10,129
1,974,817
Information
Technology
(2.7%):
SAP
SE
..............................................................
11,821
2,907,243
Utilities
(1.1%):
RWE
AG
.............................................................
37,970
1,135,640
10,049,759
Hong
Kong
(2.6%):
Financials
(1.5%):
AIA
Group
Ltd.
........................................................
223,000
1,601,830
Real
Estate
(1.1%):
CK
Asset
Holdings
Ltd.
..................................................
268,000
1,093,843
2,695,673
Ireland
(1.0%):
Materials
(1.0%):
James
Hardie
Industries
PLC
(a)
............................................
34,112
1,051,104
Italy
(0.7%):
Utilities
(0.7%):
Snam
SpA
............................................................
154,493
684,731
Japan
(22.7%):
Communication
Services
(1.8%):
Capcom
Co.
Ltd.
.......................................................
44,800
974,651
Kakaku.com,
Inc.
.......................................................
63,600
969,139
1,943,790
Consumer
Discretionary
(3.1%):
Toyota
Motor
Corp.
.....................................................
117,600
2,296,387
ZOZO,
Inc.
...........................................................
30,300
933,267
3,229,654
Consumer
Staples
(1.2%):
Toyo
Suisan
Kaisha
Ltd.
..................................................
18,200
1,234,320
Financials
(3.5%):
Mizuho
Financial
Group,
Inc.
..............................................
68,800
1,679,743
Tokio
Marine
Holdings,
Inc.
...............................................
54,900
1,970,446
3,650,189
Health
Care
(2.5%):
Hoya
Corp.
...........................................................
12,900
1,601,124
Shionogi
&
Co.
Ltd.
.....................................................
75,700
1,061,806
2,662,930
Industrials
(6.0%):
Fuji
Electric
Co.
Ltd.
....................................................
22,200
1,186,963
MISUMI
Group,
Inc.
....................................................
55,100
847,149
Mitsubishi
Heavy
Industries
Ltd.
............................................
120,700
1,683,195
Nippon
Yusen
KK
......................................................
36,600
1,218,293
Sanwa
Holdings
Corp.
...................................................
52,100
1,439,180
6,374,780
Information
Technology
(3.4%):
Disco
Corp.
...........................................................
3,700
981,620
Fujitsu
Ltd.
...........................................................
71,600
1,257,887
Oracle
Corp.
..........................................................
13,900
1,330,447
3,569,954
Real
Estate
(0.9%):
Sumitomo
Realty
&
Development
Co.
Ltd.
....................................
30,700
954,824
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
5
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Utilities
(0.3%):
Tokyo
Gas
Co.
Ltd.
.....................................................
11,600
$
321,428
23,941,869
Netherlands
(6.6%):
Communication
Services
(1.3%):
Koninklijke
KPN
NV
....................................................
372,446
1,357,907
Financials
(1.6%):
ING
Groep
NV
........................................................
106,295
1,665,571
Industrials
(1.7%):
Wolters
Kluwer
NV
.....................................................
10,890
1,809,052
Information
Technology
(2.0%):
ASM
International
NV
...................................................
2,320
1,341,197
ASML
Holding
NV
.....................................................
1,182
827,794
2,168,991
7,001,521
New
Zealand
(0.8%):
Health
Care
(0.8%):
Fisher
&
Paykel
Healthcare
Corp.
Ltd.
........................................
36,949
793,867
Norway
(0.2%):
Energy
(0.2%):
Aker
BP
ASA
.........................................................
13,043
256,541
Spain
(3.2%):
Communication
Services
(0.0%):(c)
Telefonica
SA
.........................................................
1
4
Financials
(2.1%):
Banco
Bilbao
Vizcaya
Argentaria
SA
.........................................
223,782
2,189,265
Industrials
(1.1%):
Aena
SME
SA
(b)
.......................................................
5,700
1,163,190
3,352,459
Sweden
(1.6%):
Industrials
(1.6%):
Atlas
Copco
AB
,
Class
B
.................................................
125,282
1,693,597
Switzerland
(10.6%):
Consumer
Staples
(2.6%):
Coca-Cola
HBC
AG
.....................................................
36,759
1,255,564
Nestle
SA
,
Registered
Shares
..............................................
18,549
1,522,407
2,777,971
Financials
(2.8%):
Partners
Group
Holding
AG
...............................................
819
1,112,872
UBS
Group
AG
........................................................
60,044
1,839,061
2,951,933
Health
Care
(5.2%):
Novartis
AG
,
Registered
Shares
.............................................
27,436
2,672,125
Roche
Holding
AG
......................................................
9,919
2,774,489
5,446,614
11,176,518
United
Kingdom
(15.3%):
Consumer
Discretionary
(1.9%):
Greggs
PLC
...........................................................
27,095
945,413
Next
PLC
............................................................
9,437
1,119,264
2,064,677
Consumer
Staples
(3.9%):
Imperial
Brands
PLC
....................................................
61,205
1,956,962
Unilever
PLC
.........................................................
38,725
2,200,037
4,156,999
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
6
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Energy
(2.8%):
BP
PLC
..............................................................
175,637
$
868,034
Shell
PLC
(a)
..........................................................
66,462
2,071,365
2,939,399
Financials
(4.3%):
Barclays
PLC
.........................................................
659,036
2,204,263
HSBC
Holdings
PLC
....................................................
199,286
1,957,302
Legal
&
General
Group
PLC
...............................................
115,562
331,765
4,493,330
Materials
(1.5%):
Rio
Tinto
PLC
.........................................................
26,619
1,571,078
Utilities
(0.9%):
Centrica
PLC
..........................................................
553,382
923,105
16,148,588
Total
Common
Stocks
(Cost
$75,803,590)
102,648,426
Exchange-Traded
Funds
(0.1%)
United
States
(0.1%):
iShares
MSCI
EAFE
ETF
.................................................
1,564
118,254
Total
Exchange-Traded
Funds
(Cost
$102,181)
118,254
Total
Investments
(Cost
$75,905,771)
97.4%
102,766,680
Other
assets
in
excess
of
liabilities
2.6%
2,742,080
NET
ASSETS
-
100.00%
$
105,508,760
(a)
Non-income
producing
security.
(b)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
December
31,
2024,
the
fair
value
of
these
securities
was
$3,322,928
and
amounted
to
3.1%
of
net
assets.
(c)
Amount
represents
less
than
0.05%
of
net
assets.
ETF
Exchange-Traded
Fund
PLC
Public
Limited
Company
Statement
of
Assets
and
Liabilities
December
31,
2024
7
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
Assets:
Investments,
at
value
(Cost
$75,905,771)
$
102,766,680‌
Foreign
currency,
at
value
(Cost
$69,047)
68,912‌
Cash
1,866,236‌
Receivables:
Dividends,
interest,
and
securities
lending
income
14,395‌
Capital
shares
issued
83,849‌
From
Adviser
33,505‌
Reclaims
877,920‌
Prepaid
expenses
223‌
Total
Assets
105,711,720‌
Liabilities:
Payables:
Capital
shares
redeemed
52,362‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
73,168‌
Administration
fees
5,132‌
Custodian
fees
11,870‌
Sub-Transfer
agent
fees
28,360‌
Compliance
fees
70‌
Trustees'
fees
35‌
Other
accrued
expenses
31,963‌
Total
Liabilities
202,960‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
73,949,975‌
Total
accumulated
earnings
(loss)
31,558,785‌
Net
Assets
$
105,508,760‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
6,048,465‌
Net
asset
value:
$
17
.44‌
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
8
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
International
VIP
Series
Investment
Income:
Dividends
$
3,865,139‌
Interest
61,660‌
Securities
lending
(net
of
fees)
1,510‌
Foreign
tax
withholding
(
423,321‌
)
Total
Income
3,504,988‌
Expenses:
Investment
advisory
fees
928,065‌
Administration
fees
62,644‌
Sub-Administration
fees
15,125‌
Custodian
fees
60,296‌
Transfer
agent
fees
294‌
Sub-Transfer
agent
fees
118,687‌
Trustees'
fees
8,558‌
Compliance
fees
1,022‌
Legal
and
audit
fees
22,605‌
Other
expenses
44,790‌
Total
Expenses
1,262,086‌
Expenses
waived/reimbursed
by
Adviser
(
183,563‌
)
Net
Expenses
1,078,523‌
Net
Investment
Income
(Loss)
2,426,465‌
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
7,440,418‌
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
and
foreign
currency
translations
(
2,972,940‌
)
Net
realized/unrealized
gains
(losses)
on
investments
4,467,478‌
Change
in
net
assets
resulting
from
operations
$
6,893,943‌
9
Victory
Variable
Insurance
Funds
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
International
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
2,426,465‌
$
2,336,584‌
Net
realized
gains
(losses)
7,440,418‌
1,159,937‌
Net
change
in
unrealized
appreciation/depreciation
(
2,972,940‌
)
17,787,845‌
Change
in
net
assets
resulting
from
operations
6,893,943‌
21,284,366‌
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
3,216,769‌
)
(
3,135,641‌
)
Change
in
net
assets
resulting
from
capital
transactions
(
17,612,362‌
)
(
12,977,255‌
)
Change
in
net
assets
(
13,935,188‌
)
5,171,470‌
Net
Assets:
Beginning
of
period
119,443,948‌
114,272,478‌
End
of
period
$
105,508,760‌
$
119,443,948‌
Capital
Transactions:
Proceeds
from
shares
issued
$
5,285,200‌
$
3,011,765‌
Distributions
reinvested
3,216,769‌
3,135,641‌
Cost
of
shares
redeemed
(
26,114,331‌
)
(
19,124,661‌
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
17,612,362‌
)
$
(
12,977,255‌
)
Share
Transactions:
Issued
291,788‌
187,300‌
Reinvested
184,448‌
185,541‌
Redeemed
(
1,435,102‌
)
(
1,198,544‌
)
Change
in
Shares
(
958,866‌
)
(
825,703‌
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
10
See
notes
to
financial
statements.
Victory
RS
International
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$17.05
$14.59
$19.33
$17.60
$17.48
Investment
Activities:
Net
investment
income
(loss)(a)
0.38
0.32
0.44
0.39
0.32
Net
realized
and
unrealized
gains
(losses)
0.56
2.60
(3.46)
2.13
0.75
Total
from
Investment
Activities
0.94
2.92
(3.02)
2.52
1.07
Distributions
to
Shareholders
from:
Net
investment
income
(0.55)
(0.46)
(0.42)
(0.37)
(0.45)
Net
realized
gains
(1.30)
(0.42)
(0.50)
Total
Distributions
(0.55)
(0.46)
(1.72)
(0.79)
(0.95)
Net
Asset
Value,
End
of
Period
$17.44
$17.05
$14.59
$19.33
$17.60
Total
Return(b)(c)
5.50%
20.02%
(15.81)%
14.37%
6.24%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
0.93%
0.93%
0.93%
0.93%
0.93%
Net
Investment
Income
(Loss)
2.09%
2.01%
2.71%
2.02%
2.02%
Gross
Expenses(d)
1.09%
1.10%
1.10%
1.01%
0.98%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$105,509
$119,444
$114,272
$150,255
$147,783
Portfolio
Turnover
20%
23%
27%
35%
54%
(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,
2024
Victory
Variable
Insurance
Funds
11
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
the
Adviser
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
Trustees
(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
are
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.
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,
2024, 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,
2024
Victory
Variable
Insurance
Funds
12
As
of December
31,
2024,
there
were
no
significant
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,
2024,
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
............................
$
$
102,648,426
$
$
102,648,426
Exchange-Traded
Funds
......................
118,254
118,254
Total
....................................
$
118,254
$
102,648,426
$
$
102,766,680
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
13
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,
2024,
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.
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,
2024,
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statement
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
year
ended
December
31,
2024,
were
as
follows:
Excluding
U.S.
Government
Securities
Purchases
Sales
Victory
RS
International
VIP
Series
......................................................
$
22,382,198
$
40,966,784
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
14
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
0.80%
of
the
Fund’s
average
daily
net
assets.
Amounts
incurred
and
paid
to
VCM
for
the year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
2025.
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
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
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,
2024
Victory
Variable
Insurance
Funds
15
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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,
2024.
As
of December
31,
2024,
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
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.
General
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
securities
(including
depositary
receipts)
are
subject
to
political,
regulatory,
and
economic
risks
not
present
in
domestic
investments.
Foreign
securities
could
be
affected
by
factors
not
present
in
the
United
States,
including
expropriation,
confiscation
of
property,
and
difficulties
in
enforcing
contracts.
Compared
to
U.S.
companies,
there
generally
is
less
publicly
available
information
about
foreign
companies
and
there
may
be
less
governmental
regulation
and
supervision
of
foreign
companies.
Foreign
securities
generally
experience
more
volatility
than
their
domestic
counterparts.
Depositary
receipts
may
have
additional
risks,
including
creditworthiness
of
the
depositary
bank
and
the
risk
of
an
illiquid
market.
In
addition,
to
the
extent
investments
are
made
in
a
limited
number
of
countries,
events
in
those
countries
will
have
a
more
significant
impact
on
the
Fund.
Fluctuations
in
the
exchange
rates
between
the
U.S.
dollar
and
foreign
currencies,
currency
exchange
control
regulations,
and
restrictions
or
prohibitions
on
the
repatriation
of
foreign
currencies
may
negatively
affect
an
investment.
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
In
effect
until
April
30,
2025
Victory
RS
International
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.93%
Expires
2025
Expires
2026
Expires
2027
Total
Victory
RS
International
VIP
Series
........................................
$
202,948
$
199,137
$
183,563
$
585,648
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
16
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024.
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,
2024,
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,
2024,
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,
2024,
the
Fund
had
no
capital
loss
carryforward
for
federal
income
tax
purposes.
During
the
tax
year
ended
December
31,
2024,
the
Fund
utilized the following capital
loss
carryforwards
(amounts
in
thousands):
Year
Ended
December
31,
2024
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
RS
International
VIP
Series
..............................................................
$
3,216,769
$
3,216,769
Year
Ended
December
31,
2023
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
RS
International
VIP
Series
..............................................................
$
3,135,641
$
3,135,641
Undistributed
Ordinary
Income
Undistributed
Long-Term
Capital
Gains
Accumulated
Earnings
(Loss)
Other
Earnings
(Loss)
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
RS
International
VIP
Series
.......
$
2,480,910
$
6,062,257
$
8,543,167
$
(12,237)
$
23,027,855
$
31,558,785
Amount
Victory
RS
International
VIP
Series
........................................................................
$
(1,120,240)
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
17
As
of December
31,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Cost
of
Investments
for
Federal
Tax
Purposes
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
Victory
RS
International
VIP
Series
....................
$
79,738,825
$
30,364,350
$
(7,336,495)
$
23,027,855
18
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,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
auditor
of
one
or
more
investment
companies
advised
by
Victory
Capital
Management
Inc.
COHEN
&
COMPANY,
LTD.
Cleveland,
Ohio
February
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
19
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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
share
outstanding
on
December
31,
2024,
were $0.62
and
$0.06,
respectively.
Victory
Variable
Insurance
Funds
20
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
21
(Unaudited)
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
The
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
to
that
of
the
median
performance
of
the
Fund’s
peer
group
and
benchmark
index
for
the
same
periods
and
considered
the
fact
that
the
Fund
outperformed
the
benchmark
index
for
all
of
the
periods
reviewed,
outperformed
the
peer
group
median
for
the
one-,
three-
and
ten-year
periods,
and
underperformed
the
peer
group
median
for
the
five-year
period.
Fees
and
Expenses.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
fourth
quartile
(most
expensive),
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
second
quartile
and
the
Fund’s
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive).
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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;
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
22
(Unaudited)
The
Adviser’s
representations
regarding
its
staffing
and
capabilities
to
manage
the
Fund,
including
the
retention
of
personnel
with
relevant
portfolio
management
experience;
The
Adviser’s
efforts
to
enhance
investment
results
by,
among
other
things,
developing
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
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
(12/24)
December
31,
2024
Annual
Report:
Full
Financials
Victory
Variable
Insurance
Funds
Victory
RS
Large
Cap
Alpha
VIP
Series
vcm.com
News,
Information
And
Education
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Hours
A
Day,
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Days
A
Week
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website
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and
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a
convenient
way
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fund
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anywhere
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access
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The
site
includes:
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records
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investment
professional,
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you
seek.
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us
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We’re
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TABLE
OF
CONTENTS
Victory
Variable
Insurance
Funds
1
Schedule
of
Portfolio
Investments
3
Financial
Statements
Statement
of
Assets
and
Liabilities
5
Statement
of
Operations
6
Statements
of
Changes
in
Net
Assets
7
Financial
Highlights
8
Notes
to
Financial
Statements
9
Report
of
Independent
Registered
Public
Accounting
Firm
15
Supplemental
Information
(Unaudited)
Additional
Federal
Income
Tax
Information
16
Advisory
Contract
Approval
17
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
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
RS
Large
Cap
Alpha
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(95.8%)
Communication
Services
(6.9%):
Alphabet,
Inc.
,
Class
A
...................................................
101,570
$
19,227,201
Take-Two
Interactive
Software,
Inc.
(a)
........................................
75,560
13,909,085
TKO
Group
Holdings,
Inc.
(a)
..............................................
152,480
21,668,933
54,805,219
Consumer
Discretionary
(3.2%):
LKQ
Corp.
...........................................................
446,040
16,391,970
Mattel,
Inc.
(a)
.........................................................
507,540
8,998,684
25,390,654
Consumer
Staples
(7.6%):
Keurig
Dr.
Pepper,
Inc.
...................................................
729,110
23,419,013
Mondelez
International,
Inc.
,
Class
A
.........................................
240,850
14,385,970
U.S.
Foods
Holding
Corp.
(a)
...............................................
342,610
23,112,471
60,917,454
Energy
(6.9%):
ConocoPhillips
Co.
.....................................................
144,684
14,348,312
Enterprise
Products
Partners
LP
.............................................
540,060
16,936,282
Exxon
Mobil
Corp.
.....................................................
223,050
23,993,489
55,278,083
Financials
(22.8%):
Cboe
Global
Markets,
Inc.
................................................
103,000
20,126,200
Citigroup,
Inc.
.........................................................
430,680
30,315,565
Everest
Group
Ltd.
......................................................
43,920
15,919,243
Fairfax
Financial
Holdings
Ltd.
.............................................
12,000
16,697,975
JPMorgan
Chase
&
Co.
..................................................
68,670
16,460,886
KeyCorp
.............................................................
1,644,340
28,183,988
The
Goldman
Sachs
Group,
Inc.
............................................
34,810
19,932,902
The
PNC
Financial
Services
Group,
Inc.
......................................
99,470
19,182,790
The
Progressive
Corp.
...................................................
64,430
15,438,072
182,257,621
Health
Care
(16.3%):
AbbVie,
Inc.
..........................................................
86,010
15,283,977
GE
HealthCare
Technologies,
Inc.
...........................................
94,670
7,401,301
Johnson
&
Johnson
.....................................................
72,740
10,519,659
McKesson
Corp.
.......................................................
20,960
11,945,313
Medtronic
PLC
........................................................
177,700
14,194,676
Merck
&
Co.,
Inc.
......................................................
199,830
19,879,088
Teva
Pharmaceutical
Industries
Ltd.
,
ADR
(a)
...................................
968,250
21,340,230
The
Cigna
Group
.......................................................
59,220
16,353,011
UnitedHealth
Group,
Inc.
.................................................
27,065
13,691,101
130,608,356
Industrials
(15.2%):
FedEx
Corp.
..........................................................
52,120
14,662,919
General
Dynamics
Corp.
..................................................
28,310
7,459,402
Johnson
Controls
International
PLC
..........................................
133,240
10,516,633
Leidos
Holdings,
Inc.
....................................................
56,860
8,191,252
PACCAR,
Inc.
.........................................................
105,955
11,021,439
Parker-Hannifin
Corp.
...................................................
14,820
9,425,965
Regal
Rexnord
Corp.
....................................................
48,470
7,519,151
RTX
Corp.
............................................................
77,351
8,951,058
Sensata
Technologies
Holding
PLC
..........................................
410,950
11,260,030
SS&C
Technologies
Holdings,
Inc.
..........................................
262,940
19,925,593
The
Toro
Co.
..........................................................
152,830
12,241,683
121,175,125
Information
Technology
(8.7%):
Amphenol
Corp.
,
Class
A
.................................................
137,920
9,578,544
Analog
Devices,
Inc.
....................................................
49,380
10,491,275
Victory
Variable
Insurance
Funds
Victory
RS
Large
Cap
Alpha
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Applied
Materials,
Inc.
...................................................
44,990
$
7,316,724
Corpay,
Inc.
(a)
.........................................................
46,290
15,665,462
Salesforce,
Inc.
........................................................
36,930
12,346,807
Zebra
Technologies
Corp.
(a)
...............................................
36,280
14,012,061
69,410,873
Materials
(3.0%):
PPG
Industries,
Inc.
.....................................................
108,020
12,902,989
Sealed
Air
Corp.
.......................................................
328,510
11,113,493
24,016,482
Real
Estate
(2.3%):
Alexandria
Real
Estate
Equities,
Inc.
.........................................
84,360
8,229,318
Equity
LifeStyle
Properties,
Inc.
............................................
156,430
10,418,238
18,647,556
Utilities
(2.9%):
Exelon
Corp.
..........................................................
425,640
16,021,090
Vistra
Corp.
...........................................................
50,819
7,006,415
23,027,505
Total
Common
Stocks
(Cost
$584,271,384)
765,534,928
Total
Investments
(Cost
$584,271,384)
95.8%
765,534,928
Other
assets
in
excess
of
liabilities
4.2%
33,920,004
NET
ASSETS
-
100.00%
$
799,454,932
At
December
31,
2024,
the
Fund's
investments
in
foreign
securities
were
8.5%
of
net
assets.
(a)
Non-income
producing
security.
ADR
American
Depositary
Receipt
LP
Limited
Partnership
PLC
Public
Limited
Company
Statement
of
Assets
and
Liabilities
December
31,
2024
5
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
Large
Cap
Alpha
VIP
Series
Assets:
Investments,
at
value
(Cost
$584,271,384)
$
765,534,928‌
Cash
33,611,477‌
Receivables:
Dividends
and
interest
1,253,035‌
Capital
shares
issued
77,195‌
From
Adviser
154,939‌
Prepaid
expenses
1,518‌
Total
Assets
800,633,092‌
Liabilities:
Payables:
Capital
shares
redeemed
512,737‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
346,651‌
Administration
fees
38,870‌
Custodian
fees
6,194‌
Transfer
agent
fees
5‌
Sub-Transfer
agent
fees
202,248‌
Compliance
fees
564‌
Trustees'
fees
262‌
Other
accrued
expenses
70,629‌
Total
Liabilities
1,178,160‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
478,223,855‌
Total
accumulated
earnings
(loss)
321,231,077‌
Net
Assets
$
799,454,932‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
15,900,604‌
Net
asset
value:
$
50
.28‌
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
6
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
Large
Cap
Alpha
VIP
Series
Investment
Income:
Dividends
$
16,101,997‌
Interest
742,760‌
Foreign
tax
withholding
(
81,878‌
)
Total
Income
16,762,879‌
Expenses:
Investment
advisory
fees
4,117,536‌
Administration
fees
445,652‌
Sub-Administration
fees
15,125‌
Custodian
fees
36,442‌
Transfer
agent
fees
278‌
Sub-Transfer
agent
fees
834,188‌
Trustees'
fees
48,116‌
Compliance
fees
7,196‌
Legal
and
audit
fees
80,168‌
Other
expenses
29,409‌
Total
Expenses
5,614,110‌
Expenses
waived/reimbursed
by
Adviser
(
1,084,688‌
)
Net
Expenses
4,529,422‌
Net
Investment
Income
(Loss)
12,233,457‌
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
125,145,992‌
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
22,978,869‌
Net
realized/unrealized
gains
(losses)
on
investments
148,124,861‌
Change
in
net
assets
resulting
from
operations
$
160,358,318‌
7
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,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
12,233,457‌
$
9,458,425‌
Net
realized
gains
(losses)
125,145,992‌
36,504,729‌
Net
change
in
unrealized
appreciation/depreciation
22,978,869‌
53,208,654‌
Change
in
net
assets
resulting
from
operations
160,358,318‌
99,171,808‌
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
39,725,713‌
)
(
66,537,672‌
)
Change
in
net
assets
resulting
from
capital
transactions
(
109,833,280‌
)
(
21,008,210‌
)
Change
in
net
assets
10,799,325‌
11,625,926‌
Net
Assets:
Beginning
of
period
788,655,607‌
777,029,681‌
End
of
period
$
799,454,932‌
$
788,655,607‌
Capital
Transactions:
Proceeds
from
shares
issued
$
9,411,822‌
$
20,809,694‌
Distributions
reinvested
39,725,713‌
66,537,672‌
Cost
of
shares
redeemed
(
158,970,815‌
)
(
108,355,576‌
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
109,833,280‌
)
$
(
21,008,210‌
)
Share
Transactions:
Issued
194,826‌
483,373‌
Reinvested
772,747‌
1,534,298‌
Redeemed
(
3,211,759‌
)
(
2,489,890‌
)
Change
in
Shares
(
2,244,186‌
)
(
472,219‌
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
8
See
notes
to
financial
statements.
Victory
RS
Large
Cap
Alpha
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$43.46
$41.74
$54.34
$44.49
$48.27
Investment
Activities:
Net
investment
income
(loss)(a)
0.74
0.53
0.57
0.75
0.62
Net
realized
and
unrealized
gains
(losses)
8.67
5.13
(2.78)
9.69
(0.90)
Total
from
Investment
Activities
9.41
5.66
(2.21)
10.44
(0.28)
Distributions
to
Shareholders
from:
Net
investment
income
(0.68)
(0.55)
(0.61)
(0.59)
(0.56)
Net
realized
gains
(1.91)
(3.39)
(9.78)
(2.94)
Total
Distributions
(2.59)
(3.94)
(10.39)
(0.59)
(3.50)
Net
Asset
Value,
End
of
Period
$50.28
$43.46
$41.74
$54.34
$44.49
Total
Return(b)(c)
21.54%
13.69%
(4.33)%
23.49%
(0.44)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
0.55%
0.55%
0.55%
0.55%
0.55%
Net
Investment
Income
(Loss)
1.49%
1.22%
1.10%
1.47%
1.47%
Gross
Expenses(d)
0.68%
0.70%
0.72%
0.73%
0.74%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$799,455
$788,656
$777,030
$951,968
$901,190
Portfolio
Turnover
25%
40%
60%
51%(e)
101%
(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.
Notes
to
Financial
Statements
December
31,
2024
Victory
Variable
Insurance
Funds
9
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
the
Adviser
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
Trustees
(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
are
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,
2024, 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,
2024
Victory
Variable
Insurance
Funds
10
As
of December
31,
2024,
there
were
no
significant
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
will
be
reclassified
to
realized
gains
or
return
of
capital
as
estimated
by
the
Fund
based
on
calendar
year-end
information
as
it
becomes
known
or
available.
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,
2024,
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.
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.
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.
Level
1
Level
2
Level
3
Total
Victory
RS
Large
Cap
Alpha
VIP
Series
Common
Stocks
............................
$
765,534,928
$
$
$
765,534,928
Total
....................................
$
765,534,928
$
$
$
765,534,928
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
11
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,
2024,
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statement
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
are
reflected
on
the
Statement
of
Operations
as
Compliance
fees.
Excluding
U.S.
Government
Securities
Purchases
Sales
Victory
RS
Large
Cap
Alpha
VIP
Series
...................................................
$
201,059,744
$
351,650,051
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,
2024
Victory
Variable
Insurance
Funds
12
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,
2024,
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,
2024,
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,
2024,
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,
2025.
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
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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,
2024.
As
of December
31,
2024,
the
following amounts
are
available
to
be
repaid
to
the
Adviser:
S
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
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.
General
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,
In
effect
until
April
30,
2025
Victory
RS
Large
Cap
Alpha
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.55%
Expires
2025
Expires
2026
Expires
2027
Total
Victory
RS
Large
Cap
Alpha
VIP
Series
.....................................
$
1,406,467
$
1,185,892
$
1,084,688
$
3,677,047
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
13
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
Holdings Risk
—To
the
extent
the
Fund
invests
its
assets
in
a
more
limited
number
of
issuers
than
many
other
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.
Sector Focus
Risk
— 
While
the
Fund
reserves
the
right
to
dynamically
allocate
its
assets
across
economic
sectors,
listed
below
are
some
of
the
risks
associated
with
the
sectors
in
which
the
Fund
may
make
significant
investments. 
Market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund's
investments
and
could
make
the
Fund's
performance
more
volatile.
Financials Sector Risk
— 
Companies
in
the
financials
sector
are
subject
to
extensive
government
regulation,
which
may
limit
both
the
amounts
and
types
of
loans
and
other
financial
commitments
that
companies
in
this
sector
can
make,
and
the
interest
rates
and
fees
that
these
companies
can
charge.
Profitability
can
be
largely
dependent
on
the
availability
and
cost
of
capital
and
the
rate
of
corporate
and
consumer
debt
defaults,
and
can
fluctuate
significantly
when
interest
rates
change.
Financial
difficulties
of
borrowers
can
negatively
affect
the
financials
sector.
Insurance
companies
can
be
subject
to
severe
price
competition.
The
financials
sector
can
be
subject
to
relatively
rapid
change
as
dis-
tinctions
between
financial
service
segments
become
increasingly
blurred.
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024.
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.
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
14
As
of
December
31,
2024,
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,
2024,
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,
2024,
the
Fund
had
no
capital
loss
carryforward
for
federal
income
tax
purposes.
As
of December
31,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Total
Accumulated
Earnings
(Loss)
Capital
Victory
RS
Large
Cap
Alpha
VIP
Series
...........................................................
$
3,114
$
(3,114)
Year
Ended
December
31,
2024
Distributions
Paid
From:
Ordinary
Income
Net
Long-
Term
Capital
Gains
Total
Distributions
Paid
Victory
RS
Large
Cap
Alpha
VIP
Series
..............................................
$
10,650,646
$
29,075,067
$
39,725,713
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
Undistributed
Ordinary
Income
Undistributed
Long-Term
Capital
Gains
Accumulated
Earnings
(Loss)
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
RS
Large
Cap
Alpha
VIP
Series
.................
$
16,976,678
$
119,858,425
$
136,835,103
$
184,395,974
$
321,231,077
Cost
of
Investments
for
Federal
Tax
Purposes
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
Victory
RS
Large
Cap
Alpha
VIP
Series
.................
$
581,138,954
$
203,608,207
$
(19,212,233)
$
184,395,974
15
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,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
auditor
of
one
or
more
of
the
investment
companies
advised
by
Victory
Capital
Management,
Inc.
since
2015.
COHEN
&
COMPANY,
LTD.
Cleveland,
Ohio
February
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
16
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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
96%.
For
the
year
ended
December
31,
2024,
the
Fund
designated
long-term
capital
gain
distributions
in
the
amount
of
$29,075,067.
Victory
Variable
Insurance
Funds
17
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
18
(Unaudited)
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
The
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
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
all
of
the
periods
reviewed.
Fees
and
Expenses.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
second
quartile,
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
first
quartile
(least
expensive)
and
the
Fund’s
total
net
expenses
ranked
in
the
second
quartile.
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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;
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
19
(Unaudited)
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
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
(12/24)
December
31,
2024
Annual
Report:
Full
Financials
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
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
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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
Schedule
of
Portfolio
Investments
3
Financial
Statements
Statement
of
Assets
and
Liabilities
6
Statement
of
Operations
7
Statements
of
Changes
in
Net
Assets
8
Financial
Highlights
9
Notes
to
Financial
Statements
10
Report
of
Independent
Registered
Public
Accounting
Firm
16
Supplemental
Information
(Unaudited)
Additional
Federal
Income
Tax
Information
17
Advisory
Contract
Approval
18
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
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(98.5%)
Communication
Services
(0.9%):
Reddit,
Inc.
,
Class
A
(a)
...................................................
4,030
$
658,663
Consumer
Discretionary
(10.7%):
American
Eagle
Outfitters,
Inc.
.............................................
63,330
1,055,711
Champion
Homes,
Inc.
(a)
.................................................
12,630
1,112,703
Modine
Manufacturing
Co.
(a)
..............................................
9,220
1,068,874
RH
(a)
...............................................................
1,630
641,552
Sweetgreen,
Inc.
,
Class
A
(a)
...............................................
12,550
402,353
The
Wendy's
Co.
.......................................................
62,210
1,014,023
Under
Armour,
Inc.
,
Class
C
(a)
.............................................
174,730
1,303,486
Universal
Technical
Institute,
Inc.
(a)
.........................................
19,910
511,886
Wayfair,
Inc.
,
Class
A
(a)
..................................................
8,540
378,493
7,489,081
Consumer
Staples
(3.8%):
Freshpet,
Inc.
(a)
........................................................
3,070
454,698
The
Honest
Co.,
Inc.
(a)
...................................................
70,880
491,198
The
Vita
Coco
Co.,
Inc.
(a)
................................................
15,610
576,165
Utz
Brands,
Inc.
........................................................
73,010
1,143,337
2,665,398
Energy
(2.2%):
Matador
Resources
Co.
...................................................
13,850
779,201
Permian
Resources
Corp.
.................................................
30,630
440,459
Weatherford
International
PLC
.............................................
4,920
352,420
1,572,080
Financials
(9.4%):
Euronet
Worldwide,
Inc.
(a)
................................................
9,920
1,020,173
FirstCash
Holdings,
Inc.
..................................................
6,970
722,092
Flywire
Corp.
(a)
.......................................................
31,640
652,417
Palomar
Holdings,
Inc.
(a)
.................................................
5,056
533,863
Payoneer
Global,
Inc.
(a)
..................................................
93,440
938,138
Shift4
Payments,
Inc.
,
Class
A
(a)
............................................
1,880
195,106
Walker
&
Dunlop,
Inc.
...................................................
8,000
777,680
Wintrust
Financial
Corp.
..................................................
6,710
836,804
WisdomTree,
Inc.
.......................................................
85,720
900,060
6,576,333
Health
Care
(24.6%):
AnaptysBio,
Inc.
(a)
.....................................................
14,260
188,802
Apellis
Pharmaceuticals,
Inc.
(a)
............................................
12,260
391,217
Apogee
Therapeutics,
Inc.
(a)
...............................................
9,050
409,965
Arcellx,
Inc.
(a)
........................................................
6,470
496,184
Biohaven
Ltd.
(a)
.......................................................
14,930
557,636
BioLife
Solutions,
Inc.
(a)
.................................................
9,080
235,717
Crinetics
Pharmaceuticals,
Inc.
(a)
...........................................
10,570
540,444
Disc
Medicine,
Inc.
(a)
...................................................
9,170
581,378
Glaukos
Corp.
(a)
.......................................................
2,890
433,327
HealthEquity,
Inc.
(a)
....................................................
8,270
793,506
Ideaya
Biosciences,
Inc.
(a)
................................................
14,510
372,907
Insmed,
Inc.
(a)
.........................................................
12,610
870,594
Inspire
Medical
Systems,
Inc.
(a)
............................................
2,640
489,403
Janux
Therapeutics,
Inc.
(a)
................................................
8,834
472,972
Krystal
Biotech,
Inc.
(a)
...................................................
2,510
393,217
Lantheus
Holdings,
Inc.
(a)
................................................
3,640
325,634
Madrigal
Pharmaceuticals,
Inc.
(a)
...........................................
2,400
740,568
MoonLake
Immunotherapeutics
(a)
..........................................
7,550
408,833
PROCEPT
BioRobotics
Corp.
(a)
............................................
7,150
575,718
Protagonist
Therapeutics,
Inc.
(a)
............................................
9,500
366,700
RadNet,
Inc.
(a)
........................................................
13,010
908,618
REVOLUTION
Medicines,
Inc.
(a)
..........................................
16,150
706,401
RxSight,
Inc.
(a)
........................................................
13,800
474,444
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
SI-BONE,
Inc.
(a)
.......................................................
20,800
$
291,616
SpringWorks
Therapeutics,
Inc.
(a)
...........................................
15,260
551,344
Spyre
Therapeutics,
Inc.
(a)
................................................
12,195
283,900
Surgery
Partners,
Inc.
(a)
..................................................
21,940
464,470
Tandem
Diabetes
Care,
Inc.
(a)
..............................................
21,550
776,231
Twist
Bioscience
Corp.
(a)
.................................................
14,810
688,221
Vaxcyte,
Inc.
(a)
........................................................
11,840
969,222
Vera
Therapeutics,
Inc.
(a)
.................................................
9,660
408,521
Vericel
Corp.
(a)
........................................................
13,480
740,187
Viridian
Therapeutics,
Inc.
(a)
..............................................
18,540
355,412
17,263,309
Industrials
(23.0%):
AAON,
Inc.
...........................................................
6,260
736,677
AeroVironment,
Inc.
(a)
...................................................
4,510
694,044
Apogee
Enterprises,
Inc.
..................................................
7,490
534,861
Applied
Industrial
Technologies,
Inc.
.........................................
4,960
1,187,771
Chart
Industries,
Inc.
(a)
..................................................
5,190
990,459
FTAI
Aviation
Ltd.
......................................................
12,000
1,728,480
Kirby
Corp.
(a)
.........................................................
7,020
742,716
Korn
Ferry
...........................................................
5,320
358,834
Moog,
Inc.
,
Class
A
.....................................................
3,390
667,288
MSA
Safety,
Inc.
.......................................................
2,810
465,814
Mueller
Water
Products,
Inc.
,
Class
A
........................................
17,860
401,850
NEXTracker,
Inc.
,
Class
A
(a)
..............................................
11,710
427,766
Paylocity
Holding
Corp.
(a)
................................................
5,320
1,061,180
Powell
Industries,
Inc.
...................................................
2,000
443,300
Primoris
Services
Corp.
..................................................
11,310
864,084
RXO,
Inc.
(a)
..........................................................
36,340
866,346
Simpson
Manufacturing
Co.,
Inc.
...........................................
2,900
480,907
SPX
Technologies,
Inc.
(a)
.................................................
7,270
1,057,930
Tecnoglass,
Inc.
........................................................
8,620
683,738
The
AZEK
Co.,
Inc.
(a)
...................................................
15,680
744,330
Watts
Water
Technologies,
Inc.
,
Class
A
.......................................
1,410
286,653
Zurn
Elkay
Water
Solutions
Corp.
...........................................
18,570
692,661
16,117,689
Information
Technology
(20.8%):
ACI
Worldwide,
Inc.
(a)
..................................................
13,480
699,747
Appfolio,
Inc.
,
Class
A
(a)
.................................................
2,202
543,277
Badger
Meter,
Inc.
......................................................
1,510
320,301
Box,
Inc.
,
Class
A
(a)
....................................................
20,490
647,484
Braze,
Inc.
,
Class
A
(a)
...................................................
12,180
510,098
Confluent,
Inc.
,
Class
A
(a)
................................................
26,910
752,404
Credo
Technology
Group
Holding
Ltd.
(a)
.....................................
11,270
757,457
CyberArk
Software
Ltd.
(a)
................................................
1,640
546,366
Fabrinet
(a)
............................................................
4,820
1,059,822
Gitlab,
Inc.
,
Class
A
(a)
...................................................
19,030
1,072,341
Globant
SA
(a)
.........................................................
2,840
608,953
Itron,
Inc.
(a)
..........................................................
8,170
887,099
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
................................
6,900
896,379
Onto
Innovation,
Inc.
(a)
..................................................
3,400
566,678
Q2
Holdings,
Inc.
(a)
.....................................................
8,700
875,655
Semtech
Corp.
(a)
.......................................................
25,310
1,565,423
ServiceTitan,
Inc.
(a)
.....................................................
5,120
526,694
SimilarWeb
Ltd.
(a)
......................................................
21,802
308,934
Varonis
Systems,
Inc.
(a)
..................................................
26,350
1,170,730
Zeta
Global
Holdings
Corp.
,
Class
A
(a)
.......................................
17,140
308,349
14,624,191
Materials
(2.6%):
Avient
Corp.
..........................................................
15,490
632,921
Balchem
Corp.
.........................................................
4,240
691,099
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
5
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Summit
Materials,
Inc.
,
Class
A
(a)
..........................................
9,650
$
488,290
1,812,310
Real
Estate
(0.5%):
National
Storage
Affiliates
Trust
(b)
..........................................
9,350
354,459
Total
Common
Stocks
(Cost
$61,169,420)
69,133,513
Collateral
for
Securities
Loaned
(0.0%)^(c)
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.41
%
(d)
........
4,813
4,813
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.38
%
(d)
............
4,813
4,813
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.40
%
(d)
...............
4,813
4,813
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.41
%
(d)
.
4,813
4,813
Total
Collateral
for
Securities
Loaned
(Cost
$19,252)
19,252
Total
Investments
(Cost
$61,188,672)
98.5%
69,152,765
Other
assets
in
excess
of
liabilities
1.5%
1,029,314
NET
ASSETS
-
100.00%
$
70,182,079
^
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)
Amount
represents
less
than
0.05%
of
net
assets.
(d)
Rate
disclosed
is
the
daily
yield
on
December
31,
2024.
PLC
Public
Limited
Company
Statement
of
Assets
and
Liabilities
December
31,
2024
6
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
Assets:
Investments,
at
value
(Cost
$61,188,672)
$
69,152,765‌
(a)
Cash
951,423‌
Receivables:
Dividends,
interest,
and
securities
lending
income
20,388‌
Capital
shares
issued
24,802‌
Investments
sold
321,386‌
From
Adviser
8,775‌
Prepaid
expenses
140‌
Total
Assets
70,479,679‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
19,252‌
Investments
purchased
171,368‌
Capital
shares
redeemed
24,810‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
46,992‌
Administration
fees
3,510‌
Custodian
fees
684‌
Sub-Transfer
agent
fees
14,746‌
Compliance
fees
53‌
Trustees'
fees
24‌
Other
accrued
expenses
16,161‌
Total
Liabilities
297,600‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
75,574,788‌
Total
accumulated
earnings
(loss)
(
5,392,709‌
)
Net
Assets
$
70,182,079‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
6,563,152‌
Net
asset
value:
$
10
.69‌
(a)
Includes
$18,955
of
securities
on
loan.
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
7
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
Investment
Income:
Dividends
$
219,985
Interest
59,847
Securities
lending
(net
of
fees)
2,861
Foreign
tax
withholding
(
1,870
)
Total
Income
280,823
Expenses:
Investment
advisory
fees
550,295
Administration
fees
39,293
Sub-Administration
fees
17,000
Custodian
fees
4,743
Transfer
agent
fees
357
Sub-Transfer
agent
fees
62,638
Trustees'
fees
5,951
Compliance
fees
642
Legal
and
audit
fees
15,257
Interfund
lending
166
Other
expenses
13,024
Total
Expenses
709,366
Expenses
waived/reimbursed
by
Adviser
(
63,624
)
Net
Expenses
645,742
Net
Investment
Income
(Loss)
(
364,919
)
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
10,650,109
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
(
2,158,947
)
Net
realized/unrealized
gains
(losses)
on
investments
8,491,162
Change
in
net
assets
resulting
from
operations
$
8,126,243
8
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,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
(
364,919
)
$
(
362,927
)
Net
realized
gains
(losses)
10,650,109
2,482,890
Net
change
in
unrealized
appreciation/depreciation
(
2,158,947
)
11,280,602
Change
in
net
assets
resulting
from
operations
8,126,243
13,400,565
Change
in
net
assets
resulting
from
capital
transactions
(
12,287,664
)
(
9,947,953
)
Change
in
net
assets
(
4,161,421
)
3,452,612
Net
Assets:
Beginning
of
period
74,343,500
70,890,888
End
of
period
$
70,182,079
$
74,343,500
Capital
Transactions:
Proceeds
from
shares
issued
$
8,882,471
$
7,145,056
Cost
of
shares
redeemed
(
21,170,135
)
(
17,093,009
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
12,287,664
)
$
(
9,947,953
)
Share
Transactions:
Issued
867,972
820,472
Redeemed
(
2,084,318
)
(
1,964,877
)
Change
in
Shares
(
1,216,346
)
(
1,144,405
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
9
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.56
$7.94
$16.38
$19.91
$16.76
Investment
Activities:
Net
investment
income
(loss)(a)
(0.05)
(0.04)
(0.06)
(0.15)
(0.12)
Net
realized
and
unrealized
gains
(losses)
1.18
1.66
(5.78)
(1.99)
6.45
Total
from
Investment
Activities
1.13
1.62
(5.84)
(2.14)
6.33
Distributions
to
Shareholders
from:
Net
realized
gains
(2.60)
(1.39)
(3.18)
Total
Distributions
(2.60)
(1.39)
(3.18)
Net
Asset
Value,
End
of
Period
$10.69
$9.56
$7.94
$16.38
$19.91
Total
Return(b)(c)
11.82%
20.40%
(36.36)%
(10.43)%
38.06%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
0.88%
0.88%
0.88%
0.88%
0.88%
Net
Investment
Income
(Loss)
(0.50)%
(0.51)%
(0.54)%
(0.75)%
(0.69)%
Gross
Expenses(d)
0.97%
0.98%
1.00%
0.99%
1.01%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$70,182
$74,344
$70,891
$113,234
$142,620
Portfolio
Turnover
124%
151%
151%(e)
92%
74%
(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,
2024
Victory
Variable
Insurance
Funds
10
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
the
Adviser
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
Trustees
(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
are
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,
2024, 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
Small
Cap
Growth
Equity
VIP
Series
Common
Stocks
............................
$
69,133,513
$
$
$
69,133,513
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
11
As
of December
31,
2024,
there
were
no
significant
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.
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
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,
2024: 
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,
2024,
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.
Level
1
Level
2
Level
3
Total
Victory
RS
Small
Cap
Growth
Equity
VIP
Series,
continued
Collateral
for
Securities
Loaned
................
$
19,252
$
$
$
19,252
Total
....................................
$
69,152,765
$
$
$
69,152,765
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
..........................
$
18,955
$
$
19,252
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
12
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statement
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
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,
2024,
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
............................................
$
89,396,172
$
101,397,567
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,
2024
Victory
Variable
Insurance
Funds
13
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,
2024,
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,
2024,
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,
2025.
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
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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,
2024.
As
of December
31,
2024,
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
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.
General
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
Small-sized
companies
are
subject
to
a
number
of
risks
not
associated
with
larger,
more
established
companies,
potentially
making
their
stock
prices
more
volatile
and
increasing
the
risk
of
loss.
Smaller
companies
may
have
limited
markets,
product
lines,
or
financial
resources
and
lack
management
experience
and
may
experience
higher
failure
rates
than
larger
companies.
In
effect
until
April
30,
2025
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.88%
Expires
2025
Expires
2026
Expires
2027
Total
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
..............................
$
96,013
$
70,489
$
63,624
$
230,126
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
14
Sector Focus
Risk
— 
While
the
Fund
reserves
the
right
to
dynamically
allocate
its
assets
across
economic
sectors,
listed
below
are
some
of
the
risks
associated
with
the
sectors
in
which
the
Fund
may
make
significant
investments. 
Market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund's
investments
and
could
make
the
Fund's
performance
more
volatile.
Health
Care
Sector Risk
— 
Companies
in
the
health
care
sector
may
be
adversely
affected
by
extensive
government
regulation,
restrictions
on
government
reimbursement
for
medical
expenses,
rising
or
falling
costs
of
medical
products
and
services,
pricing
pressure,
an
increased
emphasis
on
outpatient
services,
limited
number
of
products,
product
obsolescence,
industry
innovation,
changes
in
technologies,
and
other
market
developments.
Companies
in
the
health
care
sector
are
heavily
dependent
on
patent
protection
and
the
expiration
of
patents
may
ad-
versely
affect
these
companies.
Many
of
these
companies
are
subject
to
extensive
litigation
based
on
product
liability
and
similar
claims.
These
companies
are
subject
to
competitive
forces
that
may
make
it
difficult
to
raise
prices.
Industrials Sector Risk
— 
Companies
in
the
industrials
sector
are
affected
by
supply
and
demand
both
for
their
specific
product
or
service
and
for
industrials
sector
products
in
general.
Government
regulation,
world
events
and
economic
conditions
also
affect
the
performance
of
investments
in
such
issuers.
Aerospace
and
defense
companies,
a
component
of
the
industrials
sector,
can
be
significantly
affected
by
govern-
ment
spending
policies.
Transportation
companies
may
experience
occasional
sharp
price
movements
which
may
result
from
changes
in
the
economy,
fuel
prices,
labor
agreements,
and
insurance
costs.
Information
Technology
Sector Risk
— Companies
in
the
information
technology
sector
face
intense
competition,
both
domestically
and
internationally.
These
companies
may
be
smaller
or
newer
and
may
have
limited
product
lines,
markets,
financial
resources,
or
personnel.
The
products
of
companies
in
the
information
technology
sector
may
face
product
obsolescence
due
to
rapid
technological
developments
and
frequent
new
product
introduction,
unpredictable
changes
in
growth
rates,
and
competition
for
the
services
of
qualified
personnel.
These
com-
panies
may
be
developing
or
marketing
new
products
or
services
for
which
markets
are
not
yet
established
and
may
never
become
established.
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024,
were
as
follows
:
*
Based
on
the
number
of
days
borrowings
were
outstanding
for
the
year
ended
December
31,
2024.
Borrower
or
Lender
Amount
Outstanding
at
December
31,
2024
Average
Borrowing*
Average
Interest
Rate*
Maximum
Borrowing
During
the
Period
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
.........
Borrower
$
$
1,034,000
5.88%
$
1,034,000
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
15
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,
2024,
on
the
Statement
of
Assets
and
Liabilities,
there
were
no
permanent
book-to-tax
difference
reclassification
adjustments.
During
the
tax
year
ended December
31,
2024,
the
Fund
did
not
pay
distributions.
During
the
tax
year
ended December
31,
2023,
the
Fund
did
not
pay
distributions.
As
of
December
31,
2024,
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,
2024,
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,
2024,
the
Fund
utilized the following capital
loss
carryforwards
(amounts
in
thousands):
As
of December
31,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Undistributed
Ordinary
Income
Accumulated
Earnings
(Loss)
Accumulated
Capital
And
Other
Losses
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
.........
$
235,666
$
235,666
$
(11,620,885)
$
5,992,510
$
(5,392,709)
Short-Term
Amount
Long-Term
Amount
Total
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
...............................
$
(11,620,885)
$
$
(11,620,885)
Amount
Victory
RS
Small
Cap
Growth
Equity
VIP
Series
..............................................................
$
(9,608,596)
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
..........
$
63,160,255
$
11,343,097
$
(5,350,587)
$
5,992,510
16
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,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
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
investment
companies
advised
by
Victory
Capital
Management
Inc.
since
2015.
COHEN
&
COMPANY,
LTD.
Cleveland,
Ohio
February
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
17
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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
18
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
19
(Unaudited)
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
The
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
to
that
of
the
median
performance
of
the
Fund’s
peer
group
and
benchmark
index
for
the
same
periods
and
considered
the
fact
that
the
Fund
outperformed
the
benchmark
index
for
the
one-
year
period,
underperformed
the
benchmark
index
for
the
three-,
five-
and
ten-year
periods,
outperformed
the
peer
group
median
for
the
one-year
period,
and
underperformed
the
peer
group
median
for
the
three-,
five-
and
ten-year
periods.
Fees
and
Expenses.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
first
quartile
(least
expensive),
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
second
quartile
and
the
Fund’s
total
net
expenses
ranked
in
the
second
quartile.
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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;
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
20
(Unaudited)
The
Adviser’s
representations
regarding
its
staffing
and
capabilities
to
manage
the
Fund,
including
the
retention
of
personnel
with
relevant
portfolio
management
experience;
The
Adviser’s
efforts
to
enhance
investment
results
by,
among
other
things,
developing
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
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
(12/24)
December
31,
2024
Annual
Report:
Full
Financials
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Variable
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TABLE
OF
CONTENTS
Victory
Variable
Insurance
Funds
1
Schedule
of
Portfolio
Investments
3
Financial
Statements
Statement
of
Assets
and
Liabilities
9
Statement
of
Operations
10
Statements
of
Changes
in
Net
Assets
11
Financial
Highlights
12
Notes
to
Financial
Statements
13
Report
of
Independent
Registered
Public
Accounting
Firm
20
Supplemental
Information
(Unaudited)
Additional
Federal
Income
Tax
Information
21
Advisory
Contract
Approval
22
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
Schedule
of
Portfolio
Investments
December
31,
2024
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
3
See
notes
to
financial
statements.
Security
Description
Shares
Value
Common
Stocks
(98.2%)
Brazil
(6.1%):
Communication
Services
(0.5%):
TIM
SA
..............................................................
49,600
$
116,924
Consumer
Discretionary
(1.0%):
Cury
Construtora
e
Incorporadora
SA
........................................
31,200
87,986
Smartfit
Escola
de
Ginastica
e
Danca
SA
......................................
19,700
53,978
Vibra
Energia
SA
.......................................................
31,525
90,950
232,914
Energy
(1.1%):
Petroleo
Brasileiro
SA
,
ADR
...............................................
20,136
258,949
Financials
(1.4%):
B3
SA
-
Brasil
Bolsa
Balcao
...............................................
83,400
138,595
Itau
Unibanco
Holding
SA
,
ADR
............................................
40,135
199,070
337,665
Industrials
(1.0%):
Embraer
SA
,
ADR
(a)
....................................................
4,707
172,653
Marcopolo
SA
,
Preference
Shares
...........................................
55,920
66,896
239,549
Real
Estate
(0.4%):
Multiplan
Empreendimentos
Imobiliarios
SA
...................................
23,400
80,021
Utilities
(0.7%):
Cia
de
Saneamento
Basico
do
Estado
de
Sao
Paulo
SABESP
........................
7,900
113,014
CPFL
Energia
SA
.......................................................
11,800
60,331
173,345
1,439,367
Chile
(0.0%):(b)
Financials
(0.0%):(b)
Banco
de
Credito
e
Inversiones
SA
..........................................
1
28
China
(27.2%):
Communication
Services
(7.0%):
China
Tower
Corp.
Ltd.
,
Class
H
(c)
..........................................
694,000
99,672
Tencent
Holdings
Ltd.
...................................................
27,030
1,442,714
Tencent
Music
Entertainment
Group
,
ADR
.....................................
11,422
129,640
1,672,026
Consumer
Discretionary
(8.7%):
Alibaba
Group
Holding
Ltd.
,
Class
W
........................................
53,648
567,794
BYD
Co.
Ltd.
.........................................................
6,000
204,085
Hisense
Home
Appliances
Group
Co.
Ltd.
,
Class
H
...............................
29,000
91,220
JD.com,
Inc.
,
Class
SW
..................................................
13,750
238,752
Meituan
,
Class
W
(a)
(c)
...................................................
23,800
462,767
MotoMotion
China
Corp.
.................................................
10,300
87,212
Trip.com
Group
Ltd.
,
ADR
(a)
..............................................
4,189
287,617
Zhejiang
Shuanghuan
Driveline
Co.
Ltd.
,
Class
A
................................
33,300
139,420
2,078,867
Consumer
Staples
(0.9%):
Giant
Biogene
Holding
Co.
Ltd.
(c)
..........................................
18,200
116,218
Tsingtao
Brewery
Co.
Ltd.
,
Class
H
..........................................
14,000
101,916
218,134
Energy
(0.6%):
PetroChina
Co.
Ltd.
,
Class
H
..............................................
192,000
150,217
Financials
(3.9%):
China
Construction
Bank
Corp.
,
Class
H
......................................
487,000
403,480
China
Merchants
Bank
Co.
Ltd.
,
Class
H
......................................
47,500
242,466
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
4
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
China
Pacific
Insurance
Group
Co.
Ltd.
,
Class
H
................................
46,400
$
149,278
Huatai
Securities
Co.
Ltd.
,
Class
A
..........................................
52,200
125,808
921,032
Health
Care
(0.9%):
Pacific
Shuanglin
Bio-pharmacy
Co.
Ltd.
,
Class
A
...............................
29,400
85,096
Shenzhen
Mindray
Bio-Medical
Electronics
Co.
Ltd.
,
Class
A
.......................
3,800
132,734
217,830
Industrials
(1.3%):
Henan
Pinggao
Electric
Co.
Ltd.
,
Class
A
......................................
42,200
110,976
Range
Intelligent
Computing
Technology
Group
Co.
Ltd.
..........................
15,500
110,226
Yutong
Bus
Co.
Ltd.
,
Class
A
..............................................
22,200
80,225
301,427
Information
Technology
(3.1%):
Foxconn
Industrial
Internet
Co.
Ltd.
,
Class
A
...................................
90,200
263,683
Luxshare
Precision
Industry
Co.
Ltd.
,
Class
A
...................................
23,200
129,440
Xiaomi
Corp.
,
Class
W
(a)
(c)
...............................................
77,800
341,228
734,351
Materials
(0.8%):
China
Hongqiao
Group
Ltd.
...............................................
86,000
129,072
Shanjin
International
Gold
Co.
Ltd.
,
Class
A
....................................
31,000
65,315
194,387
6,488,271
Hong
Kong
(0.5%):
Consumer
Discretionary
(0.5%):
Bosideng
International
Holdings
Ltd.
.........................................
228,000
112,670
Hungary
(1.4%):
Financials
(1.1%):
OTP
Bank
Nyrt
........................................................
4,830
264,205
Health
Care
(0.3%):
Richter
Gedeon
Nyrt
....................................................
2,523
66,146
330,351
India
(18.8%):
Consumer
Discretionary
(2.6%):
Crompton
Greaves
Consumer
Electricals
Ltd.
...................................
24,501
113,082
Hero
MotoCorp
Ltd.
.....................................................
4,554
220,838
Mahindra
&
Mahindra
Ltd.
(a)
..............................................
8,072
282,563
616,483
Financials
(4.6%):
ICICI
Bank
Ltd.
,
ADR
...................................................
23,562
703,562
LIC
Housing
Finance
Ltd.
.................................................
20,894
145,611
Manappuram
Finance
Ltd.
................................................
51,039
111,996
Shriram
Finance
Ltd.
....................................................
4,226
142,268
1,103,437
Health
Care
(2.4%):
Dr
Reddy's
Laboratories
Ltd.
(a)
.............................................
14,081
228,005
Sun
Pharmaceutical
Industries
Ltd.
..........................................
15,177
334,018
562,023
Industrials
(1.4%):
BLS
International
Services
Ltd.
.............................................
22,802
128,181
Larsen
&
Toubro
Ltd.
....................................................
4,641
195,093
323,274
Information
Technology
(2.7%):
Infosys
Ltd.
,
ADR
(d)
....................................................
29,106
638,004
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
5
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Materials
(3.5%):
Hindalco
Industries
Ltd.
..................................................
23,156
$
162,503
UltraTech
Cement
Ltd.
...................................................
2,237
297,990
Vedanta
Ltd.
..........................................................
45,645
236,544
Welspun
Corp.
Ltd.
.....................................................
15,563
147,641
844,678
Real
Estate
(0.7%):
Oberoi
Realty
Ltd.
......................................................
6,356
171,240
Utilities
(0.9%):
Power
Grid
Corp.
of
India
Ltd.
.............................................
60,929
219,315
4,478,454
Indonesia
(2.3%):
Energy
(0.6%):
PT
United
Tractors
Tbk
..................................................
92,900
154,463
Financials
(1.7%):
PT
Bank
Mandiri
Persero
Tbk
..............................................
375,000
132,042
PT
Bank
Rakyat
Indonesia
Persero
Tbk
.......................................
1,057,000
266,921
398,963
553,426
Luxembourg
(0.5%):
Materials
(0.5%):
Ternium
SA
,
ADR
......................................................
3,850
111,958
Mexico
(1.2%):
Financials
(0.8%):
Grupo
Financiero
Banorte
SAB
de
CV
,
Class
O
.................................
30,740
197,543
Real
Estate
(0.4%):
Corp
Inmobiliaria
Vesta
SAB
de
CV
.........................................
36,233
92,480
290,023
Netherlands
(0.4%):
Real
Estate
(0.4%):
NEPI
Rockcastle
NV
....................................................
12,189
89,145
Panama
(0.5%):
Industrials
(0.5%):
Copa
Holdings
SA
,
Class
A
................................................
1,313
115,386
Poland
(2.0%):
Consumer
Discretionary
(0.7%):
LPP
SA
..............................................................
41
154,328
Financials
(1.3%):
Powszechna
Kasa
Oszczednosci
Bank
Polski
SA
................................
21,266
307,987
462,315
Russian
Federation
(0.0%):
Energy
(0.0%):
Gazprom
PJSC
(a)
(e)
(f)
...................................................
117,150
Rosneft
Oil
Co.
PJSC
,
GDR
(a)
(e)
(f)
.........................................
48,095
Financials
(0.0%):
Sberbank
of
Russia
PJSC
,
ADR
(a)
(e)
(f)
.......................................
31,735
Saudi
Arabia
(2.3%):
Consumer
Discretionary
(0.3%):
United
Electronics
Co.
...................................................
2,924
70,211
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
6
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Financials
(1.6%):
Alinma
Bank
..........................................................
27,180
$
209,379
Saudi
Awwal
Bank
......................................................
18,553
166,048
375,427
Industrials
(0.4%):
Riyadh
Cables
Group
Co.
.................................................
2,795
102,423
548,061
South
Africa
(1.6%):
Consumer
Discretionary
(0.4%):
Foschini
Group
Ltd.
.....................................................
10,730
95,424
Financials
(1.2%):
Nedbank
Group
Ltd.
.....................................................
19,398
290,324
385,748
South
Korea
(11.1%):
Communication
Services
(1.1%):
Krafton,
Inc.
(a)
........................................................
465
98,010
SK
Telecom
Co.
Ltd.
....................................................
4,322
161,993
260,003
Financials
(2.1%):
DB
Insurance
Co.
Ltd.
...................................................
1,231
85,551
KB
Financial
Group,
Inc.
.................................................
2,809
158,215
KIWOOM
Securities
Co.
Ltd.
..............................................
879
68,649
Samsung
Securities
Co.
Ltd.
...............................................
6,208
181,559
493,974
Health
Care
(1.1%):
Classys,
Inc.
..........................................................
2,112
67,808
PharmaResearch
Co.
Ltd.
.................................................
789
139,336
T&L
Co.
Ltd.
..........................................................
1,133
51,185
258,329
Industrials
(2.7%):
Hanwha
Aerospace
Co.
Ltd.
...............................................
615
135,632
HD
Hyundai
Electric
Co.
Ltd.
..............................................
631
162,273
HD
Korea
Shipbuilding
&
Offshore
Engineering
Co.
Ltd.
(a)
........................
951
146,289
Hyundai
Rotem
Co.
Ltd.
(a)
................................................
3,118
104,622
Samsung
C&T
Corp.
....................................................
1,365
105,497
654,313
Information
Technology
(4.1%):
LG
Innotek
Co.
Ltd.
(a)
...................................................
1,359
147,131
Samsung
Electronics
Co.
Ltd.
..............................................
8,856
316,118
SK
Hynix,
Inc.
.........................................................
4,484
513,945
977,194
2,643,813
Taiwan
(16.6%):
Health
Care
(0.5%):
Bora
Pharmaceuticals
Co.
Ltd.
.............................................
5,000
114,600
Industrials
(0.3%):
Fortune
Electric
Co.
Ltd.
.................................................
4,600
78,762
Information
Technology
(15.5%):
Chroma
ATE,
Inc.
......................................................
9,000
111,993
Compeq
Manufacturing
Co.
Ltd.
............................................
54,000
115,183
Elite
Material
Co.
Ltd.
...................................................
13,000
244,186
Gold
Circuit
Electronics
Ltd.
...............................................
16,600
121,856
Insyde
Software
Corp.
...................................................
5,000
58,864
King
Yuan
Electronics
Co.
Ltd.
.............................................
34,000
115,136
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
7
Schedule
of
Portfolio
Investments
continued
December
31,
2024
See
notes
to
financial
statements.
Security
Description
Shares
Value
Lotes
Co.
Ltd.
.........................................................
1,000
$
59,424
Taiwan
Semiconductor
Manufacturing
Co.
Ltd.
.................................
83,259
2,706,211
Wiwynn
Corp.
.........................................................
2,000
158,792
3,691,645
Materials
(0.3%):
Gloria
Material
Technology
Corp.
...........................................
53,000
75,130
3,960,137
Thailand
(2.1%):
Consumer
Staples
(1.1%):
CP
ALL
PCL,
NVDR
....................................................
158,000
257,606
Energy
(0.6%):
PTT
Exploration
&
Production
PCL,
NVDR
...................................
38,900
136,748
Health
Care
(0.4%):
Bangkok
Dusit
Medical
Services
PCL,
NVDR
..................................
142,900
102,580
496,934
Turkey
(1.3%):
Consumer
Staples
(0.5%):
BIM
Birlesik
Magazalar
A/S
...............................................
8,136
121,533
Industrials
(0.8%):
Aselsan
Elektronik
Sanayi
Ve
Ticaret
A/S
......................................
48,260
98,908
Pegasus
Hava
Tasimaciligi
A/S
(a)
...........................................
15,182
91,402
190,310
311,843
United
Arab
Emirates
(1.5%):
Financials
(0.4%):
Dubai
Islamic
Bank
PJSC
.................................................
50,951
98,291
Real
Estate
(1.1%):
Emaar
Properties
PJSC
...................................................
75,636
265,010
363,301
United
Kingdom
(0.3%):
Health
Care
(0.3%):
Hikma
Pharmaceuticals
PLC
...............................................
3,236
80,667
United
States
(0.5%):
Consumer
Discretionary
(0.5%):
Samsonite
International
SA
(c)
..............................................
44,700
123,272
Total
Common
Stocks
(Cost
$20,028,010)
23,385,170
Rights
(0.0%)(b)
Brazil
(0.0%):(b)
Consumer
Discretionary
(0.0%):(b)
Smartfit
Escola
de
Ginastica
E
Danca
SA
(a)
...................................
369
51
Total
Rights
(Cost
$–)
51
Collateral
for
Securities
Loaned
(2.6%)^
United
States
(2.6%):
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.41
%
(g)
........
154,420
154,420
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.38
%
(g)
............
154,420
154,420
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.40
%
(g)
...............
154,420
154,420
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
8
Schedule
of
Portfolio
Investments
continued
December
31,
2024
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
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.41
%
(g)
.
154,420
$
154,420
Total
Collateral
for
Securities
Loaned
(Cost
$617,680)
617,680
Total
Investments
(Cost
$20,645,690)
100.8%
24,002,901
Liabilities
in
excess
of
other
assets
(0.8)%
(
179,553
)
NET
ASSETS
-
100.00%
$
23,823,348
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
Amount
represents
less
than
0.05%
of
net
assets.
(c)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
December
31,
2024,
the
fair
value
of
these
securities
was
$1,143,157
and
amounted
to
4.8%
of
net
assets.
(d)
All
or
a
portion
of
this
security
is
on
loan.
(e)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.0%
of
net
assets
as
of
December
31,
2024.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(f)
The
following
table
details
the
earliest
acquisition
date
and
cost
of
the
Fund's
restricted
securities
due
to
trading
restrictions
at
December
31,
2024.
(g)
Rate
disclosed
is
the
daily
yield
on
December
31,
2024.
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,
2024
9
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
Assets:
Investments,
at
value
(Cost
$20,645,690)
$
24,002,901‌
(a)
Foreign
currency,
at
value
(Cost
$6,750)
6,753‌
Cash
353,962‌
Receivables:
Dividends,
interest,
and
securities
lending
income
115,151‌
Capital
shares
issued
17,033‌
Investments
sold
65,589‌
From
Adviser
23,429‌
Reclaims
481‌
Prepaid
expenses
47‌
Total
Assets
24,585,346‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
617,680‌
Capital
shares
redeemed
3,039‌
Accrued
foreign
capital
gains
taxes
66,457‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
20,423‌
Administration
fees
1,146‌
Custodian
fees
14,065‌
Sub-Transfer
agent
fees
6,167‌
Compliance
fees
15‌
Trustees'
fees
8‌
Other
accrued
expenses
32,998‌
Total
Liabilities
761,998‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
22,814,466‌
Total
accumulated
earnings
(loss)
1,008,882‌
Net
Assets
$
23,823,348‌
Shares
(unlimited
shares
authorized
with
a
par
value
of
$0.001
per
share):
2,206,813‌
Net
asset
value:
$
10
.80‌
(a)
Includes
$599,096
of
securities
on
loan.
Statement
of
Operations
For
the
Year
Ended
December
31,
2024
10
See
notes
to
financial
statements.
Victory
Variable
Insurance
Funds
Victory
Sophus
Emerging
Markets
VIP
Series
Investment
Income:
Dividends
$
791,829
Interest
9,374
Securities
lending
(net
of
fees)
445
Foreign
tax
withholding
(
82,219
)
Total
Income
719,429
Expenses:
Investment
advisory
fees
252,461
Administration
fees
13,545
Sub-Administration
fees
17,000
Custodian
fees
69,949
Transfer
agent
fees
249
Sub-Transfer
agent
fees
25,243
Trustees'
fees
3,322
Compliance
fees
221
Legal
and
audit
fees
34,727
Other
expenses
38,325
Total
Expenses
455,042
Expenses
waived/reimbursed
by
Adviser
(
114,282
)
Net
Expenses
340,760
Net
Investment
Income
(Loss)
378,669
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
1,030,616
Foreign
taxes
on
realized
gains
(
98,494
)
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
and
foreign
currency
translations
(
134,768
)
Net
change
in
accrued
foreign
taxes
on
unrealized
gains
137,763
Net
realized/unrealized
gains
(losses)
on
investments
935,117
Change
in
net
assets
resulting
from
operations
$
1,313,786
11
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,
2024
Year
Ended
December
31,
2023
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
378,669
$
378,694
Net
realized
gains
(losses)
932,122
(
1,100,433
)
Net
change
in
unrealized
appreciation/depreciation
2,995
3,436,691
Change
in
net
assets
resulting
from
operations
1,313,786
2,714,952
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
691,058
)
(
819,245
)
Change
in
net
assets
resulting
from
capital
transactions
(
2,287,018
)
(
2,578,153
)
Change
in
net
assets
(
1,664,290
)
(
682,446
)
Net
Assets:
Beginning
of
period
25,487,638
26,170,084
End
of
period
$
23,823,348
$
25,487,638
Capital
Transactions:
Proceeds
from
shares
issued
$
1,472,324
$
606,514
Distributions
reinvested
691,058
819,245
Cost
of
shares
redeemed
(
4,450,400
)
(
4,003,912
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
2,287,018
)
$
(
2,578,153
)
Share
Transactions:
Issued
130,024
58,182
Reinvested
64,225
78,849
Redeemed
(
399,678
)
(
384,441
)
Change
in
Shares
(
205,429
)
(
247,410
)
Victory
Variable
Insurance
Funds
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
12
See
notes
to
financial
statements.
Victory
Sophus
Emerging
Markets
VIP
Series
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$10.57
$9.84
$16.52
$17.76
$15.73
Investment
Activities:
Net
investment
income
(loss)(a)
0.17
0.15
0.29
0.13
0.07
Net
realized
and
unrealized
gains
(losses)
0.38
0.93
(3.95)
(0.91)
2.42
Total
from
Investment
Activities
0.55
1.08
(3.66)
(0.78)
2.49
Distributions
to
Shareholders
from:
Net
investment
income
(0.32)
(0.35)
(0.09)
(0.16)
(0.32)
Net
realized
gains
(2.93)
(0.30)
(0.14)
Total
Distributions
(0.32)
(0.35)
(3.02)
(0.46)
(0.46)
Net
Asset
Value,
End
of
Period
$10.80
$10.57
$9.84
$16.52
$17.76
Total
Return(b)(c)
5.24%
11.03%
(22.46)%
(4.42)%
16.02%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)
1.35%
1.35%
1.35%
1.35%
1.35%
Net
Investment
Income
(Loss)
1.50%
1.44%
2.07%
0.68%
0.49%
Gross
Expenses(d)
1.80%
1.76%
1.62%
1.53%
1.48%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$23,823
$25,488
$26,170
$38,014
$45,020
Portfolio
Turnover
83%
65%
53%
85%
96%
(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,
2024
Victory
Variable
Insurance
Funds
13
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
the
Adviser
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
Trustees
(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
are
approved
by
the
Board.
Portfolio
securities
listed
or
traded
on
securities
exchanges,
including
Exchange-Traded
Funds
(“ETFs”),
American
Depositary
Receipts,
and
Rights,
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,
2024
Victory
Variable
Insurance
Funds
14
A
summary
of
the
valuations
as
of
December
31,
2024, 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:
(a)    
Zero
market
value
securities.
As
of December
31,
2024,
there
were
no
significant
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,
2024,
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
Level
1
Level
2
Level
3
Total
Victory
Sophus
Emerging
Markets
VIP
Series
Common
Stocks
............................
$
2,994,074
$
20,391,096
$
(a)
$
23,385,170
Rights
...................................
51
51
Collateral
for
Securities
Loaned
................
617,680
617,680
Total
....................................
$
3,611,754
$
20,391,147
$
(a)
$
24,002,901
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
15
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,
2024: 
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.
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,
2024,
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,
2024,
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.
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
Victory
Sophus
Emerging
Markets
VIP
Series
............................
$
599,096
$
$
617,680
Excluding
U.S.
Government
Securities
Purchases
Sales
Victory
Sophus
Emerging
Markets
VIP
Series
..............................................
$
20,514,481
$
23,319,535
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
16
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,
2024,
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,
2024,
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,
2024,
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,
and
Victory
Portfolios
II,
in
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the year
ended
December
31,
2024,
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,
2024,
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,
2024,
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,
2024,
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,
2025.
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
of 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,
2024,
the
expense
limit (excluding
voluntary
waivers) was:
Under
the
terms
of
the
expense
limitation
agreement,
as
amended February
27,
2024, 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
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,
2025
Victory
Sophus
Emerging
Markets
VIP
Series
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.35%
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
17
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,
2024.
As
of December
31,
2024,
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,
2024.
Certain
officers
and/or
interested
trustees
of
the
Fund
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
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.
Sector Focus
Risk
— 
While
the
Fund
reserves
the
right
to
dynamically
allocate
its
assets
across
economic
sectors,
listed
below
are
some
of
the
risks
associated
with
the
sectors
in
which
the
Fund
may
make
significant
investments. 
Market
or
economic
factors
impacting
th
ose
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund's
investments
and
could
make
the
Fund's
performance
more
volatile.
Information
Technology
Sector Risk
— Companies
in
the
information
technology
sector
face
intense
competition,
both
domestically
and
internationally.
These
companies
may
be
smaller
or
newer
and
may
have
limited
product
lines,
markets,
financial
resources,
or
personnel.
The
products
of
companies
in
the
information
technology
sector
may
face
product
obsolescence
due
to
rapid
technological
developments
and
frequent
new
product
introduction,
unpredictable
changes
in
growth
rates,
and
competition
for
the
services
of
qualified
personnel.
These
com-
panies
may
be
developing
or
marketing
new
products
or
services
for
which
markets
are
not
yet
established
and
may
never
become
established.
General
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 generally
are
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.
Expires
2025
Expires
2026
Expires
2027
Total
Victory
Sophus
Emerging
Markets
VIP
Series
................................
$
81,408
$
107,749
$
114,282
$
303,439
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
18
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
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios,
and
Victory
Portfolios
III
(collectively,
the
"Victory
Funds
Complex"),
in
aggregate,
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,
2024,
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
plus
1.10
percent.
Effective
June
25,
2024,
the
agreement
was
renewed
with
a
termination
date
of
June
23,
2025,
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,
2024.
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,
2024.
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,
2024,
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,
2024,
the
components
of
accumulated
earnings
(loss)
on
a
tax
basis
were
as
follows:
Year
Ended
December
31,
2024
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
Sophus
Emerging
Markets
VIP
Series
......................................................
$
691,058
$
691,058
Year
Ended
December
31,
2023
Distributions
Paid
From:
Ordinary
Income
Total
Distributions
Paid
Victory
Sophus
Emerging
Markets
VIP
Series
......................................................
$
819,245
$
819,245
Notes
to
Financial
Statements
continued
December
31,
2024
Victory
Variable
Insurance
Funds
19
*
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,
2024,
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,
2024,
the
Fund
utilized the following capital
loss
carryforwards
(amounts
in
thousands):
As
of December
31,
2024,
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
Accounting
Pronouncement:
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
The
management
committee
of
the
Adviser
acts
as
the
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
prospectus,
based
on
a
defined
investment
strategy.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
Undistributed
Ordinary
Income
Accumulated
Earnings
(Loss)
Other
Earnings
(Loss)
Accumulated
Capital
And
Other
Losses
Unrealized
Appreciation
(Depreciation)*
Total
Accumulated
Earnings
(Loss)
Victory
Sophus
Emerging
Markets
VIP
Series
$
332,646
$
332,646
$
(93,871)
$
(2,443,580)
$
3,213,687
$
1,008,882
Short-Term
Amount
Long-Term
Amount
Total
Victory
Sophus
Emerging
Markets
VIP
Series
.................................
$
(2,443,580)
$
$
(2,443,580)
Amount
Victory
Sophus
Emerging
Markets
VIP
Series
................................................................
$
(864,215)
Cost
of
Investments
for
Federal
Tax
Purposes
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
Victory
Sophus
Emerging
Markets
VIP
Series
............
$
20,789,143
$
5,899,549
$
(2,685,862)
$
3,213,687
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
Sophus
Emerging
Markets
VIP
Series
(the
“Fund”),
a
series
of
Victory
Variable
Insurance
Funds,
as
of
December
31,
2024,
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
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
and
the
related
notes
(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,
2024,
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,
2024,
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
13,
2025
Supplemental
Information
December
31,
2024
Victory
Variable
Insurance
Funds
21
(Unaudited)
Additional
Federal
Income
Tax
Information 
For
the
fiscal
year
ended
December
31,
2024,
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
share
outstanding
on
December
31,
2024,
were $0.39
and
$0.08,
respectively.
Victory
Variable
Insurance
Funds
22
(Unaudited)
Supplemental
Information
continued
December
31,
2024
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,
2024.
The
Board
also
considered
information
relating
to
the
Fund
and
the
Agreement
provided
throughout
the
year
and,
more
specifically,
at
the
meetings
on
October
21,
2024
and
December
5,
2024.
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
gross
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
individually
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
gross
management
fee
and
total
operating
expense
ratio
on
a
net
and
gross
basis
with
the
median
gross
management
fee
and
median
expense
ratio
of
a
universe
of
comparable
mutual
funds
compiled
by
the
consultant,
and
a
peer
group
of
funds
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.
The
Board
noted
that
the
advisory
fee
arrangement
for
the
Fund
does
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.
As
in
prior
years,
in
evaluating
the
Adviser’s
performance,
the
Board
also
considered
how
the
Adviser
addressed
challenges
related
to
changing
market
conditions
and
legal
and
regulatory
developments
affecting
the
Fund.
To
help
it
evaluate
the
fees
and
expenses
of
the
Fund
in
relation
to
funds
in
a
peer
group
selected
by
an
independent
third-party
consultant,
the
Board
requested,
and
the
Adviser
provided,
supplemental
information
about
fee
levels
and
the
nature
of
the
services
provided
as
described
in
greater
detail
below.
The
Board
considered
factors
that
contributed
to
the
Fund’s
management
fee
or
the
Fund’s
total
expenses,
including,
among
other
things,
whether
the
Fund
requires
specific
or
specialized
portfolio
management,
administration
or
oversight
needs;
the
size
of
the
Fund’s
assets
in
relation
to
its
peers;
whether
the
Fund
has
experienced
sustained
redemptions
leading
to
decreased
assets;
and
the
factors
that
resulted
in,
for
example,
rapid
or
recent
changes
in
expenses.
The
Board
also
considered
the
extent
to
which
the
Adviser
waives
management
fees
and/
or
reimburses
any
expenses.
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
23
(Unaudited)
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
(as
applicable)
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.
When
the
Fund
underperformed
the
funds
in
its
selected
peer
group
and/or
benchmark
index
for
any
of
the
periods
reported,
the
Board
considered
the
magnitude
and
duration
of
that
underperformance
relative
to
the
selected
peer
group
and/or
benchmark
index
(e.g.,
the
amount
by
which
the
Fund
underperformed,
including,
for
example,
whether
the
Fund
slightly
underperformed
or
significantly
underperformed
its
benchmark
both
in
absolute
and
relative
terms).
If
the
Fund
underperformed
the
selected
peer
group
and/or
benchmark
index
for
multiple
periods
of
time,
the
Board
further
inquired
into
the
circumstances
of
its
underperformance,
including
with
respect
to
significant
differences
in
investment
strategy
or
securities
exposure
of
the
Fund
as
compared
to
its
benchmark
index
and
selected
peer
group.
In
these
cases,
the
Board
discussed
with
the
Adviser
the
Fund’s
performance,
potential
reasons
for
the
relative
performance,
and,
if
necessary,
steps
that
the
Adviser
had
taken,
or
intends
to
take,
to
improve
performance,
including,
as
appropriate,
matters
relating
to
staffing
levels,
and
portfolio
trading
strategies,
among
other
things.
When
the
Fund’s
gross
management
fee,
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
or
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive),
the
Board
considered
the
magnitude
of
differences
relative
to
the
selected
peer
group
(e.g.,
the
amount
by
which
the
Fund’s
expenses
differed,
including,
for
example,
whether
the
Fund’s
fees
and
expenses
were
slightly
or
significantly
higher
as
compared
to
funds
in
its
selected
peer
group).
The
Board
also
met
with
the
portfolio
managers
of
the
Fund
during
the
12
months
prior
to
voting
on
the
contract
renewal
to
discuss
the
Fund’s
performance,
and
received
a
report
each
quarter
on
the
Fund’s
performance,
among
other
things,
from
the
Adviser’s
President
of
Investment
Franchises
&
Solutions
and
Head
of
Product
&
Strategy.
The
Board
also
considered
the
Adviser’s
responsiveness
with
respect
to
the
relative
performance.
The
Board
recognized
that
the
performance
data
reflects
a
period
as
of
a
particular
date
and
that
selecting
a
different
performance
period
could
produce
significantly
different
results.
The
Board
further
acknowledged
that
long-term
performance
could
be
affected
by
even
one
period
of
significant
outperformance
or
underperformance.
In
this
regard,
the
Board
noted
that
performance,
especially
short-term
performance,
is
only
one
of
the
factors
that
it
deems
relevant
to
its
consideration
of
the
Agreement.
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.
Performance.
The
Board
compared
the
Fund’s
performance
for
the
one-,
three-,
five-
and
ten-year
periods
ended
June
30,
2024,
to
that
of
the
median
performance
of
the
Fund’s
peer
group
and
benchmark
index
for
the
same
periods
and
considered
the
fact
that
the
Fund
outperformed
the
benchmark
index
for
the
one-
and
ten-year
periods,
underperformed
the
benchmark
index
for
the
three-
and
five-year
periods,
matched
the
performance
of
the
peer
group
median
for
the
one-
and
five-year
periods,
underperformed
the
peer
group
median
for
the
three-year
period
and
outperformed
the
peer
group
median
for
the
and
ten-year
period.
Fees
and
Expenses
.
The
Board
considered
that,
as
compared
to
other
funds
in
the
Fund’s
peer
group,
the
Fund’s
gross
management
fee
ranked
in
the
fourth
quartile
(most
expensive),
the
Fund’s
net
management
fee
(gross
management
fees
less
any
fees
waived
or
expenses
reimbursed
by
the
Adviser)
ranked
in
the
first
quartile
(least
expensive)
and
the
Fund’s
total
net
expenses
ranked
in
the
fourth
quartile
(most
expensive).
The
Board
also
considered
that
the
Fund
benefited
from
a
contractual
agreement
with
the
Adviser
pursuant
to
which
the
Adviser
waives
and/or
reimburses
expenses,
and
that
it
believed
that
the
waivers
and/or
reimbursements
likely
would
stabilize
the
Fund’s
expenses
during
that
period.
In
evaluating
the
Agreement,
the
Board
considered,
in
addition
to
those
considerations
described
above
and
among
other
things:
(1)
the
Fund’s
management
fee
compared
to
comparable
mutual
funds;
(2)
the
Fund’s
total
expense
ratio
compared
to
comparable
mutual
funds;
(3)
that
the
Adviser’s
willingness
to
limit
the
expenses
for
a
period
of
time
likely
would
stabilize
the
Fund’s
expenses
during
that
period;
and
(4)
any
discussions
the
Board
had
with
the
Adviser
as
outlined
above.
Taking
these
factors,
among
others,
into
consideration,
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
discussed
above,
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;
Supplemental
Information
continued
December
31,
2024
Victory
Variable
Insurance
Funds
24
(Unaudited)
The
Adviser’s
representations
regarding
its
staffing
and
capabilities
to
manage
the
Fund,
including
the
retention
of
personnel
with
relevant
portfolio
management
experience;
The
Adviser’s
efforts
to
enhance
investment
results
by,
among
other
things,
developing
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
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
(12/24)
 
(b)  The Financial Highlights are included as a part of the Financial Statements filed under Item 7(a) of this Form.
 
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
 
Not applicable. 
 
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
 
Proxy disclosures, if any, are included as part of the Financial Statements filed under Item 7(a) of this Form.
 
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
 
Not applicable. 
 
 
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
 
Approval of Investment Advisory Contract is a part of the Financial Statements filed under Item 7(a) of this Form.
 
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable. 
 
Item 15. Submission of Matters to a Vote of Security Holders.
 
Not applicable. 
 
Item 16. 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 those disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the Registrant on this report 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 Act (17CFR 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 18. Recovery of Erroneously Awarded Compensation.
 
Not applicable. 
 
Item 19. Exhibits.
 
(a)(1)  The Code of Ethics is attached hereto.
 
(a)(2)  Not applicable. 
 
(a)(3)  The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940 are attached hereto.
 
(b)  The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
 

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/ Carol D. Trevino                                                                                                           
                                            Carol D. Trevino, Treasurer and Principal Financial Officer
Date: February 21, 2025                   
 
 
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/ Thomas Dusenberry                                                                                     
                                                Thomas Dusenberry, President and Principal Executive Officer
Date: February 21, 2025                   
 
 
By (Signature and Title)     /s/ Carol D. Trevino                                                                                                           
                                            Carol D. Trevino, Treasurer and Principal Financial Officer
Date: February 21, 2025