Victory High Yield Fund - Class Y (RSYYX) N-CSRS Certified semi-annual shareholder report (management investment company)

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			811-04852
Victory Portfolios
(Exact name of registrant as specified in charter)
4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio					44144
(Address of principal executive offices)					(Zip code)
Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219
(Name and address of agent for service)
Registrant’s telephone number, including area code:				800-539-3863
Date of fiscal year end:	December 31
Date of reporting period:		June 30, 2019

Item 1. Reports to Stockholders.

June 30, 2019

Semi Annual Report

Victory INCORE Investment Quality Bond Fund

Victory INCORE Low Duration Bond Fund

Victory High Yield Fund

Victory Tax-Exempt Fund

Victory High Income Municipal Bond Fund

Victory Floating Rate Fund

Victory Strategic Income Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.

www.vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.

Victory Portfolios

Table of Contents

Financial Statements
The Victory Fixed Income Funds
Victory INCORE Investment Quality Bond Fund
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	7
Statements of Assets and Liabilities	42
Statements of Operations	45
Statements of Changes in Net Assets	48-50
Financial Highlights	56-57
Victory INCORE Low Duration Bond Fund
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	13
Statements of Assets and Liabilities	42
Statements of Operations	45
Statements of Changes in Net Assets	48-50
Financial Highlights	58-61
Victory High Yield Fund
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	20
Statements of Assets and Liabilities	42
Statements of Operations	45
Statements of Changes in Net Assets	48-50
Financial Highlights	62-63
Victory Tax-Exempt Fund
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	25
Statements of Assets and Liabilities	43
Statements of Operations	46
Statements of Changes in Net Assets	51-53
Financial Highlights	64-65
Victory High Income Municipal Bond Fund
Investment Objectives & Portfolio Holdings	6
Schedule of Portfolio Investments	28
Statements of Assets and Liabilities	43
Statements of Operations	46
Statements of Changes in Net Assets	51-53
Financial Highlights	66-67
Victory Floating Rate Fund
Investment Objectives & Portfolio Holdings	6
Schedule of Portfolio Investments	31
Statements of Assets and Liabilities	43
Statements of Operations	46
Statements of Changes in Net Assets	51-53
Financial Highlights	68-69

1

Table of Contents (continued)

Victory Strategic Income Fund
Investment Objectives & Portfolio Holdings	6
Schedule of Portfolio Investments	37
Statement of Assets and Liabilities	44
Statement of Operations	47
Statements of Changes in Net Assets	54-55
Financial Highlights	70-73
Notes to Financial Statements	74
Supplemental Information	91
Trustee and Officer Information	91
Proxy Voting and Portfolio Holdings Information	94
Expense Examples	94
Privacy Policy (inside back cover)

2

The Funds are distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds.

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.

The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

Call Victory at:

800-539-FUND (800-539-3863)

Visit our website at:

www.vcm.com

3

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4

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings:

  Victory INCORE Investment Quality Bond Fund
  Seeks to provide a high level of current income
  and capital appreciation without undue risk to principal.

Portfolio Holdings

As a Percentage of Total Investments

  Victory INCORE Low Duration Bond Fund
  Seeks to provide a high level of current income
  consistent with preservation of capital.

Portfolio Holdings

As a Percentage of Total Investments

  Victory High Yield Fund
  Seeks to provide current income. Capital
  appreciation is a secondary objective.

Portfolio Holdings

As a Percentage of Total Investments

  Victory Tax-Exempt Fund
  Seeks to maximize current income exempt from
  federal income taxes, consistent with the
  preservation of capital.

Portfolio Holdings

As a Percentage of Total Investments

5

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings: (continued)

  Victory High Income Municipal Bond Fund
  Seeks to provide a high current income exempt
  from federal income taxes with a secondary
  objective of capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

  Victory Floating Rate Fund
  Seeks to provide a high level of current income.

Portfolio Holdings

As a Percentage of Total Investments

  Victory Strategic Income Fund
  Seeks to provide a high current income with a
  secondary objective of capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

6

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Asset Backed Securities (1.3%)
Santander Drive Auto Receivables Trust, Series 2017-3, Class B, 2.19%, 3/15/22, Callable 4/15/21 @ 100 (a)	$	213,152	$	213,003
Santander Retail Auto Lease Trust, Series 2018-A, Class B, 3.20%, 4/20/22, Callable 3/20/21 @ 100 (a) (b)		225,000		226,634
Total Asset Backed Securities (Cost $438,122)				439,637
Collateralized Mortgage Obligations (1.7%)
GS Mortgage Securities Trust, Series 2012-GC6, Class B, 5.84%, 1/10/45 (a) (b) (c)		250,000		266,440
WF-RBS Commercial Mortgage Trust, Series 2012-C6, Class B, 4.70%, 4/15/45		300,000		314,000
Total Collateralized Mortgage Obligations (Cost $616,966)				580,440
Corporate Bonds (32.8%)
Communication Services (2.7%):
AT&T, Inc.
3.20%, 3/1/22, Callable 2/1/22 @ 100 (a)		158,000		161,299
4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)		146,000		156,398
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a)		226,000		249,805
SES Global Americas Holdings GP, 5.30%, 3/25/44 (b)		135,000		130,591
Verizon Communications, Inc.
5.15%, 9/15/23 (a)		92,000		102,818
3.38%, 2/15/25		92,000		96,040
				896,951
Consumer Discretionary (2.5%):
Best Buy Co., Inc., 4.45%, 10/1/28, Callable 7/1/28 @ 100 (a)		130,000		137,258
General Motors Co., 4.88%, 10/2/23 (a)		112,000		118,804
Hasbro, Inc., 6.35%, 3/15/40 (d)		115,000		136,574
Magna International, Inc., 3.63%, 6/15/24, Callable 3/15/24 @ 100		245,000		255,843
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100		100,000		107,632
Ross Stores, Inc., 3.38%, 9/15/24, Callable 6/15/24 @ 100		70,000		72,829
				828,940
Consumer Staples (1.9%):
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)		168,000		179,772
Constellation Brands, Inc., 4.65%, 11/15/28, Callable 8/15/28 @ 100 (a)		79,000		88,222
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (d)		52,000		58,248
Mead Johnson Nutrition Co., 4.60%, 6/1/44, Callable 12/1/43 @ 100 (a) (d)		105,000		121,035
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100		92,000		101,164
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100		70,000		79,027
				627,468
Energy (2.2%):
Continental Resources, 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		151,000		158,568
Ecopetrol SA, 5.88%, 9/18/23 (a)		103,000		114,045
Exxon Mobil Corp., 4.11%, 3/1/46, Callable 9/1/45 @ 100		40,000		46,017

See notes to financial statements.

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Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Marathon Petroleum Corp.
6.50%, 3/1/41, Callable 9/1/40 @ 100	$	65,000	$	80,928
5.85%, 12/15/45, Callable 6/15/45 @ 100		50,000		55,226
Statoil ASA, 3.95%, 5/15/43		20,000		21,666
Valero Energy Corp.
4.00%, 4/1/29, Callable 1/1/29 @ 100 (a)		91,000		95,373
6.63%, 6/15/37		140,000		176,931
				748,754
Financials (12.7%):
Aflac, Inc.
2.88%, 10/15/26, Callable 7/15/26 @ 100 (d)		185,000		186,517
4.75%, 1/15/49, Callable 7/15/48 @ 100		20,000		23,510
Alleghany Corp., 4.90%, 9/15/44, Callable 3/15/44 @ 100		89,000		96,970
Bank of America Corp.
2.33%(LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (a) (e)		130,000		129,763
2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN		285,000		285,689
4.20%, 8/26/24 (a)		204,000		216,834
3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN		100,000		102,365
BB&T Corp., 2.75%, 4/1/22, MTN, Callable 3/1/22 @ 100		260,000		263,179
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a)		191,000		195,888
Cincinnati Financial Corp., 6.13%, 11/1/34		135,000		171,601
Citigroup, Inc.
2.75%, 4/25/22, Callable 3/25/22 @ 100		175,000		176,635
4.45%, 9/29/27 (a)		122,000		131,449
3.88%(LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (e)		100,000		104,146
Fifth Third Bancorp, 3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)		220,000		231,139
JPMorgan Chase & Co.
2.95%, 10/1/26, Callable 7/1/26 @ 100		170,000		172,394
5.60%, 7/15/41		90,000		116,841
KeyBank NA, 2.25%, 3/16/20		580,000		579,552
Morgan Stanley
4.88%, 11/1/22 (a)		192,000		205,379
3.75%, 2/25/23 (a)		300,000		313,275
3.13%, 7/27/26, MTN		205,000		208,637
Newcrest Finance Pty Ltd., 5.75%, 11/15/41 (b)		95,000		105,812
The Goldman Sachs Group, Inc., 2.35%, 11/15/21, Callable 11/15/20 @ 100		115,000		114,773
Wells Fargo & Co., 4.90%, 11/17/45 (a)		80,000		92,621
				4,224,969
Health Care (4.1%):
Abbott Laboratories, 2.90%, 11/30/21, Callable 10/30/21 @ 100 (a)		267,000		271,331
AbbVie, Inc., 2.30%, 5/14/21, Callable 4/14/21 @ 100 (a)		311,000		310,145
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100		70,000		74,337
Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 (b)		220,000		230,465
Gilead Sciences, Inc., 4.40%, 12/1/21, Callable 9/1/21 @ 100 (a)		465,000		486,287
				1,372,565
Industrials (2.2%):
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100		60,000		58,705
Kansas City Southern, 4.95%, 8/15/45, Callable 2/15/45 @ 100		75,000		85,101
Northrop Grumman Corp., 2.93%, 1/15/25, Callable 11/15/24 @ 100 (a)		195,000		198,535

See notes to financial statements.

8

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Rockwell Automation, Inc.
3.50%, 3/1/29, Callable 12/1/28 @ 100	$	65,000	$	69,233
6.25%, 12/1/37		60,000		80,835
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100		56,000		60,730
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (a)		137,000		136,731
				689,870
Information Technology (1.6%):
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100		53,000		62,886
Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (a)		118,000		118,349
Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100		114,000		121,483
NVIDIA Corp., 2.20%, 9/16/21, Callable 8/16/21 @ 100		85,000		84,711
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100		95,000		107,803
Tyco Electronics Group SA, 7.13%, 10/1/37		34,000		46,124
				541,356
Materials (0.9%):
LYB International Finance II BV, 3.50%, 3/2/27, Callable 12/2/26 @ 100 (a)		121,000		123,123
Rio Tinto Finance USA Ltd.
3.75%, 6/15/25, Callable 3/15/25 @ 100		80,000		85,880
5.20%, 11/2/40 (d)		50,000		62,388
				271,391
Utilities (2.0%):
Arizona Public Service Co., 2.95%, 9/15/27, Callable 6/15/27 @ 100		120,000		121,426
Consolidated Edison, Inc., 6.30%, 8/15/37		110,000		146,835
Exelon Corp.
3.95%, 6/15/25, Callable 3/15/25 @ 100 (a)		102,000		108,590
3.40%, 4/15/26, Callable 1/15/26 @ 100		59,000		60,558
Iberdrola International BV
6.75%, 9/15/33		35,000		42,410
6.75%, 7/15/36 (d)		28,000		36,967
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100		105,000		120,005
Public Service Enterprise Group, Inc., 4.00%, 6/1/44, Callable 12/1/43 @ 100		65,000		68,357
				705,148
Total Corporate Bonds (Cost $10,660,301)				10,907,412
Residential Mortgage Backed Securities (1.0%)
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 3.72% (LIBOR01M+132bps), 10/25/32, Callable 7/25/19 @ 100 (e)		88,450		88,482
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 7/25/19 @ 100 (a)		7,503		7,503
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 10/25/39 @ 100 (a) (b) (c)		123,514		125,315
Residential Funding Mortgage Securities I, Inc., Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/19 @ 100 (a)		8,761		8,761
Wells Fargo Mortgage Backed Securities Trust, Series 2004-Y, Class 3A1, 4.91%, 11/25/34, Callable 7/25/19 @ 100 (a) (c)		91,504		91,504
Wells Fargo Mortgage Backed Securities Trust, Series 2005-2, Class 2A1, 4.75%, 4/25/20, Callable 7/25/19 @ 100 (a)		3,176		3,176
Total Residential Mortgage Backed Securities (Cost $323,430)				324,741

See notes to financial statements.

9

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Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
U.S. Government Mortgage Backed Agencies (43.7%)
Federal Home Loan Mortgage Corp.
5.00%, 6/15/23 (a)	$	31,500	$	32,491
Series 4139, Class DA, 1.25%, 12/15/27 (a)		466,465		455,505
Series 4395, Class PA, 2.50%, 4/15/37 (a)		155,765		156,265
5.50%, 6/1/38		52,752		57,869
7.00%, 9/1/38 (a)		17,854		21,617
Series 4320, Class AP, 3.50%, 7/15/39 – 3/1/49 (a)		2,357,024		2,434,268
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (a)		561,596		554,443
4.50%, 1/1/41 – 7/1/44 (a)		620,944		663,266
Series 4049, Class AB, 2.75%, 12/15/41 (a)		92,206		92,739
Series 4494, Class JA, 3.75%, 5/15/42 (a)		310,528		320,837
				4,789,300
Federal National Mortgage Association
6.00%, 8/1/21 – 2/1/37 (a)		251,463		292,871
5.50%, 4/1/22 – 1/1/38 (a)		163,005		177,684
7.00%, 8/1/23 – 6/1/32 (a)		23,039		26,688
7.50%, 12/1/29 – 2/1/31 (a)		24,577		28,361
8.00%, 6/1/30 – 9/1/30 (a)		17,765		21,069
5.00%, 12/1/34 – 11/1/36		11,653		12,591
4.63%(LIBOR12M+166bps), 12/1/36 (a) (e)		38,241		39,483
4.50%, 12/1/38 – 5/25/40 (a)		525,251		549,784
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (a)		357,536		359,233
Series 2013-137, Class A, 3.50%, 3/25/40 – 12/25/50 (a)		1,979,531		2,030,669
Series 2011-101, Class LA, 3.00%, 10/25/40 – 2/25/49 (a)		2,595,530		2,630,971
Series 2013-81, Class KA, 2.75%, 9/25/42 (a)		350,848		353,767
Series 2013-44, Class PB, 1.75%, 1/25/43 (a)		320,296		310,544
4.00%, 11/1/43 – 10/1/48 (a)		2,022,266		2,117,546
				8,951,261
Government National Mortgage Association
Series 2016-116, Class GA, 1.75%, 11/20/44 (a)		629,092		612,583
4.50%, 2/20/49		138,030		144,024
				756,607
Multi-family (0.1%):
Collateralized Mortgage Obligations (0.1%):
Government National Mortgage Association
6.00%, 12/15/33 (a)		21,607		24,957
Total U.S. Government Mortgage Backed Agencies (Cost $14,372,400)				14,522,125
U.S. Treasury Obligations (16.4%)
U.S. Treasury Bills
2.14%, 11/14/19 (a) (f)		1,689,000		1,676,056
2.01%, 1/2/20 (a) (f)		1,200,000		1,187,679
U.S. Treasury Bonds
3.00%, 2/15/48 (a)		1,245,000		1,363,664
3.00%, 2/15/49 (a)		450,000		494,297

See notes to financial statements.

10

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Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Notes
2.38%, 2/29/24	$	43,000	$	44,213
2.00%, 8/15/25 (a)		110,000		111,048
2.88%, 8/15/28 (a)		469,000		504,028
2.63%, 2/15/29		71,000		74,872
Total U.S. Treasury Obligations (Cost $5,171,990)				5,455,857
Collateral for Securities Loaned^ (1.5%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (g)		105,568		105,568
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (g)		135,984		135,984
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (g)		3,532		3,532
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (g)		58,055		58,055
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (g)		79,164		79,164
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (g)		123,149		123,149
Total Collateral for Securities Loaned (Cost $505,452)				505,452
Total Investments (Cost $32,088,661) — 98.4%				32,735,664
Other assets in excess of liabilities — 1.6%				523,525
NET ASSETS — 100.00%			$	33,259,189

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security has been segregated as collateral for derivative instruments.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $1,085,257 and amounted to 3.3% of net assets.

(c)  The rate for certain asset-backed and mortgage backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2019.

(d)  All or a portion of this security is on loan.

(e)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2019.

(f)  Rate represents the effective yield at June 30, 2019.

(g)  Rate disclosed is the daily yield on June 30, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

MTN — Medium Term Note

See notes to financial statements.

11

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Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Future		22	9/19/19	$	2,792,550	$	2,815,314	$	22,764

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Future		2	9/30/19	$	430,337	$	430,359	$	(22	)
5-Year U.S. Treasury Note Future		15	9/30/19		1,772,175		1,772,345		(170	)
								$	(192	)
	Total unrealized appreciation							$	22,764
	Total unrealized depreciation								(192	)
	Total net unrealized appreciation							$	22,572

Centrally Cleared

Credit Default Swap Agreements — Sell Protection (a)

Underlying Instrument	Fixed Deal Pay Rate			Maturity Date	Payment Frequency	Implied Credit Spread at June 30, 2019 (b)			Notional Amount (c)		Value		Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
CDX North America High Yield Index; Series 32		5.00	%	6/20/24	Monthly		3.21	%	$	2,100,000	$	158,900	$	117,180	$	41,720

(a)  When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

(b)  Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

(c)  The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.

See notes to financial statements.

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Security Description	Principal Amount		Value
Asset Backed Securities (13.2%)
AmeriCredit Automobile Receivables Trust, Series 2016-3, Class C, 2.24%, 4/8/22, Callable 12/8/20 @ 100 (a)	$	4,435,000	$	4,425,137
AmeriCredit Automobile Receivables Trust, Series 2017-2, Class B, 2.40%, 5/18/22, Callable 8/18/21 @ 100 (a)		2,715,000		2,715,413
AmeriCredit Automobile Receivables Trust, Series 2015-3, Class D, 3.34%, 8/8/21, Callable 2/8/20 @ 100 (a)		2,600,000		2,613,148
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 4/18/22 @ 100 (a)		3,200,000		3,249,974
Avis Budget Rental Car Funding (AESOP) LLC, Series 2014-1, Class A, 2.46%, 7/20/20 (a) (b)		333,333		333,250
Chrysler Capital Auto Receivables Trust, Series 2016-BA, Class B, 2.22%, 5/16/22, Callable 6/15/21 @ 100 (a) (b)		4,180,000		4,169,671
Drive Auto Receivables Trust, Series 2017-AA, Class C, 2.98%, 1/18/22, Callable 12/15/20 @ 100 (a) (b)		933,681		934,461
Drive Auto Receivables Trust, Series 2018-2, Class B, 3.22%, 4/15/22, Callable 6/15/21 @ 100 (a)		4,595,602		4,602,900
Santander Drive Auto Receivables Trust, Series 2016-3, Class C, 2.46%, 3/15/22, Callable 11/15/20 @ 100 (a)		6,386,429		6,385,330
Santander Drive Auto Receivables Trust, Series 2017-3, Class B, 2.19%, 3/15/22, Callable 4/15/21 @ 100 (a)		2,303,860		2,302,243
Santander Drive Auto Receivables Trust, Series 2017-2, Class B, 2.21%, 10/15/21, Callable 3/15/21 @ 100 (a)		584,999		584,827
Santander Retail Auto Lease Trust, Series 2018-A, Class B, 3.20%, 4/20/22, Callable 3/20/21 @ 100 (a) (b)		2,400,000		2,417,431
World Financial Network Credit Card Master Trust, Series 2017-A, Class A, 2.12%, 3/15/24 (a)		3,155,000		3,147,283
Total Asset Backed Securities (Cost $37,852,565)				37,881,068
Collateralized Mortgage Obligations (3.7%)
Galaxy CLO Ltd., Series 2017-24A, Class A, 3.72% (LIBOR03M+112bps), 1/15/31, Callable 1/15/20 @ 100 (a) (b) (c)		2,000,000		1,983,176
GS Mortgage Securities Trust, Series 2012-GC6, Class B, 5.84%, 1/10/45 (a) (b) (d)		3,500,000		3,730,162
Steele Creek CLO Ltd., Series 2017-1A, Class A, 3.85% (LIBOR03M+125bps), 1/15/30, Callable 1/15/20 @ 100 (a) (b) (c)		2,825,000		2,817,988
Voya CLO Ltd., Series 2017-4A, Class A1, 3.73% (LIBOR03M+113bps), 10/15/30, Callable 10/15/19 @ 100 (a) (b) (c)		2,000,000		1,993,542
Total Collateralized Mortgage Obligations (Cost $10,641,518)				10,524,868
Corporate Bonds (48.9%)
Communication Services (4.1%):
AT&T, Inc. 2.45%, 6/30/20, Callable 5/30/20 @ 100 (a)		3,500,000		3,496,710
3.20%, 3/1/22, Callable 2/1/22 @ 100 (a)		967,000		987,191
4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)		913,000		978,024

See notes to financial statements.

13

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Electronic Arts, Inc., 3.70%, 3/1/21, Callable 2/1/21 @ 100 (a)	$	4,185,000	$	4,263,134
Verizon Communications, Inc. 5.15%, 9/15/23 (a)		661,000		738,727
3.38%, 2/15/25		483,000		504,209
3.62%(LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (c)		827,000		837,486
				11,805,481
Consumer Discretionary (4.1%):
Best Buy Co., Inc. 5.50%, 3/15/21, Callable 12/15/20 @ 100 (a) (e)		3,055,000		3,183,494
4.45%, 10/1/28, Callable 7/1/28 @ 100 (a)		756,000		798,207
General Motors Co., 4.88%, 10/2/23 (a)		691,000		732,978
Hasbro, Inc., 3.15%, 5/15/21, Callable 3/15/21 @ 100 (a)		3,380,000		3,421,033
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a)		3,283,000		3,401,418
				11,537,130
Consumer Staples (3.3%):
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)		1,097,000		1,173,867
BAT Capital Corp., 2.30%, 8/14/20 (a)		3,250,000		3,242,980
Constellation Brands, Inc. 3.22%(LIBOR03M+70bps), 11/15/21, Callable 10/30/19 @ 100 (a) (c)		2,500,000		2,500,076
4.65%, 11/15/28, Callable 8/15/28 @ 100 (a)		521,000		581,816
Molson Coors Brewing Co., 1.45%, 7/15/19 (a)		2,063,000		2,062,154
				9,560,893
Energy (4.0%):
Continental Resources, 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		940,000		987,113
Ecopetrol SA, 5.88%, 9/18/23 (a)		654,000		724,128
LUKOIL International Finance BV, 6.13%, 11/9/20 (a) (b)		5,185,000		5,394,578
Marathon Petroleum Corp., 3.40%, 12/15/20, Callable 11/15/20 @ 100 (a)		1,850,000		1,873,107
Pioneer Natural Resource Co., 7.50%, 1/15/20 (a)		2,085,000		2,138,876
Valero Energy Corp., 4.00%, 4/1/29, Callable 1/1/29 @ 100 (a)		503,000		527,169
				11,644,971
Financials (9.1%):
Bank of America Corp. 2.25%, 4/21/20, MTN (a)		2,000,000		2,000,160
2.33%(LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (a) (c)		1,391,000		1,388,468
4.20%, 8/26/24 (a)		1,287,000		1,367,965
Capital One Financial Corp. 2.50%, 5/12/20, Callable 4/12/20 @ 100 (a)		615,000		615,603
3.45%, 4/30/21, Callable 3/30/21 @ 100 (a)		3,500,000		3,563,384
3.30%, 10/30/24, Callable 9/30/24 @ 100 (a)		1,252,000		1,284,039
Citigroup, Inc., 4.45%, 9/29/27 (a)		730,000		786,539
Fifth Third Bancorp, 3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)		1,392,000		1,462,477
Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 8/5/19 @ 102.69 (a)		637,000		651,186
Marsh & McLennan Cos., Inc., 2.35%, 3/6/20, Callable 2/6/20 @ 100 (a)		420,000		419,798
Morgan Stanley, 4.88%, 11/1/22 (a)		1,187,000		1,269,710
Newcrest Finance Pty Ltd., 4.20%, 10/1/22 (a) (b)		2,214,000		2,306,589
SVB Financial Group, 5.38%, 9/15/20 (a) (e)		2,573,000		2,659,968
Unum Group, 3.00%, 5/15/21, Callable 4/15/21 @ 100 (a)		3,200,000		3,225,280

See notes to financial statements.

14

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
ZB NA, 3.50%, 8/27/21 (a)	$	1,785,000	$	1,821,414
Zions Bancorp NA, 3.35%, 3/4/22, Callable 2/4/22 @ 100 (a)		1,090,000		1,109,031
				25,931,611
Health Care (5.4%):
Abbott Laboratories, 2.90%, 11/30/21, Callable 10/30/21 @ 100 (a)		1,968,000		1,999,921
AbbVie, Inc., 2.30%, 5/14/21, Callable 4/14/21 @ 100 (a)		2,292,000		2,285,697
Amgen, Inc., 2.20%, 5/11/20 (a)		3,301,000		3,294,530
Biogen, Inc., 2.90%, 9/15/20 (a)		3,333,000		3,349,565
Celgene Corp., 2.88%, 2/19/21 (a)		4,345,000		4,380,195
				15,309,908
Industrials (2.8%):
Acuity Brands Lighting, Inc., 6.00%, 12/15/19 (a)		2,319,000		2,352,904
Aercap Holdings NV, 4.63%, 10/30/20 (a)		2,065,000		2,119,433
IDEX Corp., 4.50%, 12/15/20, Callable 9/15/20 @ 100 (a)		2,565,000		2,624,021
Northrop Grumman Corp., 2.93%, 1/15/25, Callable 11/15/24 @ 100 (a)		1,154,000		1,174,922
				8,271,280
Information Technology (6.0%):
Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (a)		3,768,000		3,779,153
FLIR Systems, Inc., 3.13%, 6/15/21, Callable 5/15/21 @ 100 (a)		2,375,000		2,389,131
Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100		651,000		693,732
Lam Research Group, 2.80%, 6/15/21, Callable 5/15/21 @ 100 (a)		3,328,000		3,353,725
NetApp, Inc. 2.00%, 9/27/19 (a) (e)		1,875,000		1,872,150
3.38%, 6/15/21, Callable 4/15/21 @ 100 (a)		1,605,000		1,624,501
VMware, Inc., 2.30%, 8/21/20 (a)		3,820,000		3,809,648
				17,522,040
Materials (1.9%):
Anglo American Capital PLC, 4.13%, 4/15/21 (a) (b)		3,525,000		3,607,168
LYB International Finance II BV, 3.50%, 3/2/27, Callable 12/2/26 @ 100 (a)		728,000		740,776
Lyondellbasell Industries NV, 6.00%, 11/15/21, Callable 8/17/21 @ 100 (a)		800,000		857,840
				5,205,784
Real Estate (3.8%):
CubeSmart, LP, 4.80%, 7/15/22, Callable 4/15/22 @ 100 (a)		3,470,000		3,657,240
Healthcare Trust of America Holdings LP, 3.38%, 7/15/21, Callable 5/15/21 @ 100 (a)		1,410,000		1,426,328
Highwoods Realty LP, 3.20%, 6/15/21, Callable 4/15/21 @ 100 (a)		3,130,000		3,153,319
Ventas Realty, LP, 4.25%, 3/1/22, Callable 12/1/21 @ 100 (a)		2,650,000		2,765,037
				11,001,924
Utilities (4.4%):
Eversource Energy, 2.50%, 3/15/21, Callable 2/15/21 @ 100 (a) (e)		2,900,000		2,907,424
Exelon Corp. 3.50%, 6/1/22, Callable 5/1/22 @ 100 (a)		2,681,000		2,745,880
3.95%, 6/15/25, Callable 3/15/25 @ 100 (a)		680,000		723,935
3.40%, 4/15/26, Callable 1/15/26 @ 100		335,000		343,847
Iberdrola Finance Ireland Ltd., 5.00%, 9/11/19 (a) (b)		6,027,000		6,052,073
				12,773,159
Total Corporate Bonds (Cost $139,508,638)				140,564,181

See notes to financial statements.

15

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Residential Mortgage Backed Securities (6.5%)
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 4.45%, 10/25/33, Callable 7/25/19 @ 100 (a) (d)	$	1,842,567	$	1,842,567
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23, Class 2A8, 4.50%, 12/31/49 (a)		13,676		14,091
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7, Class 4A1, 4.40%, 11/25/34, Callable 7/25/19 @ 100 (a) (d)		1,534,457		1,534,457
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 1/25/20, Callable 2/25/24 @ 100 (a)		33,370		28,892
JPMorgan Mortgage Trust, Series 2017-1, Class A5, 3.50%, 1/25/47, Callable 4/25/34 @ 100 (a) (b) (d)		1,976,650		2,007,024
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 9/25/29 @ 100 (a) (b) (d)		2,258,738		2,247,230
JPMorgan Mortgage Trust, Series 2016-3, Class 1A3, 3.50%, 10/25/46, Callable 3/25/28 @ 100 (a) (b) (d)		918,346		931,745
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 10/25/39 @ 100 (a) (b) (d)		1,543,921		1,566,447
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 7/25/19 @ 100 (a)		13,582		13,582
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 7/25/19 @ 100 (a)		67,760		67,760
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.98%, 10/25/29, Callable 12/25/24 @ 100 (a) (b) (d)		4,025,329		4,046,421
Madison Park Funding Ltd., Series 2017-26A, Class AR, 3.78% (LIBOR03M+120bps), 7/29/30, Callable 10/29/19 @ 100 (a) (b) (c)		2,250,000		2,249,162
Morgan Stanley Mortgage Loan Trust, Series 2005-6AR, Class 1A1, 2.68% (LIBOR01M+28bps), 11/25/35, Callable 7/25/19 @ 100 (a) (c)		173,353		173,275
Residential Funding Mortgage Securities I, Inc., Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/19 @ 100 (a)		31,898		31,898
Wells Fargo Mortgage Backed Securities Trust, Series 2004-Z, Class 2A2, 4.97%, 12/25/34, Callable 7/25/19 @ 100 (a) (d)		413,403		413,403
Wells Fargo Mortgage Backed Securities Trust, Series 2004-O, Class A1, 4.71%, 8/25/34, Callable 7/25/19 @ 100 (a) (d)		600,577		600,577
Wells Fargo Mortgage Backed Securities Trust, Series 2004-M, Class A7, 4.70%, 8/25/34, Callable 7/25/19 @ 100 (a) (d)		976,462		976,462
Wells Fargo Mortgage Backed Securities Trust, Series 2005-2, Class 2A1, 4.75%, 4/25/20, Callable 7/25/19 @ 100 (a)		4,670		4,670
Total Residential Mortgage Backed Securities (Cost $18,840,319)				18,749,663
U.S. Government Mortgage Backed Agencies (13.4%)
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (a)		1,171,306		1,260,462
5.50%, 10/25/23 (a)		7,131		7,453
Series 4430, Class NG, 2.50%, 2/15/38 (a)		2,611,864		2,620,185
7.00%, 9/1/38 (a)		8,570		10,376
Series 4320, Class AP, 3.50%, 7/15/39 (a)		1,546,968		1,600,479

See notes to financial statements.

16

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June 30, 2019

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Series 3713, Class PA, 2.00%, 2/15/40 – 4/15/44 (a)	$	9,676,177	$	9,571,353
Series 4049, Class AB, 2.75%, 12/15/41 (a)		990,207		995,926
				16,066,234
Federal National Mortgage Association 6.00%, 2/1/37 (a)		1,437,532		1,685,549
Series 2013-83, Class CA, 3.50%, 10/25/37 – 3/25/44 (a)		6,534,280		6,632,785
Series 2013-33, Class UD, 2.50%, 4/25/39 (a)		1,943,265		1,963,153
Series 2011-21, Class PA, 4.50%, 5/25/40 (a)		4,277,635		4,444,047
Series 2011-101, Class LA, 3.00%, 10/25/40 (a)		1,709,394		1,724,945
5.00%, 2/1/41 – 10/1/41 (a)		4,273,754		4,595,463
				21,045,942
Government National Mortgage Association Series 2018-22, Class JA, 3.00%, 1/20/44 (a)		1,343,912		1,361,438
Total U.S. Government Mortgage Backed Agencies (Cost $38,649,325)				38,473,614
U.S. Treasury Obligations (10.9%)
U.S. Treasury Bills 2.14%, 11/14/19 (a) (f)		31,333,000		31,092,864
2.01%, 1/2/20 (a) (f)		200,000		197,947
Total U.S. Treasury Obligations (Cost $31,256,765)				31,290,811
Collateral for Securities Loaned^ (0.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (g)		187,145		187,145
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (g)		241,064		241,064
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (g)		6,261		6,261
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (g)		102,916		102,916
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (g)		140,337		140,337
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (g)		218,310		218,310
Total Collateral for Securities Loaned (Cost $896,033)				896,033
Total Investments (Cost $277,645,163) — 96.9%				278,380,238
Other assets in excess of liabilities — 3.1%				8,788,711
NET ASSETS — 100.00%			$	287,168,949

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security has been segregated as collateral for derivative instruments.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $48,788,118 and amounted to 17.0% of net assets.

(c)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2019.

(d)  The rate for certain asset-backed and mortgage backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2019.

(e)  All or a portion of this security is on loan.

See notes to financial statements.

17

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  (Unaudited)

(f)  Rate represents the effective yield at June 30, 2019.

(g)  Rate disclosed is the daily yield on June 30, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Future		554	9/30/19	$	118,465,462	$	119,209,498	$	744,036

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Future		68	9/19/19	$	8,699,639	$	8,701,878	$	(2,239	)
5-Year U.S. Treasury Note Future		314	9/30/19		36,841,864		37,101,078		(259,214	)
								$	(261,453	)
	Total unrealized appreciation							$	744,036
	Total unrealized depreciation								(261,453	)
	Total net unrealized appreciation							$	482,583

Centrally Cleared

Credit Default Swap Agreements — Sell Protection (a)

Underlying Instrument	Fixed Deal Pay Rate			Maturity Date	Payment Frequency	Implied Credit Spread at June 30, 2019 (b)			Notional Amount (c)		Value		Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
CDX North America High Yield Index; Series 32		5.00	%	6/20/24	Daily		3.21	%	$	18,000,000	$	1,362,000	$	1,014,038	$	347,962

See notes to financial statements.

18

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  (Unaudited)

(a)  When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

(b)  Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

(c)  The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.

See notes to financial statements.

19

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Victory High Yield Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Common Stocks (1.1%)
Communication Services (0.8%):
AMC Networks, Inc., Class A (a)		6,000	$	326,940
Cinemark Holdings, Inc.		10,000		361,000
TEGNA, Inc.		33,000		499,950
				1,187,890
Consumer Discretionary (0.3%):
Wynn Resorts Ltd.		4,000		495,960
Total Common Stocks (Cost $1,652,535)				1,683,850
Senior Secured Loans (22.4%)
1011778 B.C. ULC, 4.65% (LIBOR01M+225bps), 2/17/24 (b) (c)	$	2,000,000		1,983,339
Ai Ladder Luxembourg Subco Sarl, 1st Lien Term Loan B, 6.83% (LIBOR03M+450bps), 5/4/25 (b)		789,685		766,650
Alphabet Holding Co., Inc., 2nd Lien Term Loan, 10.15% (LIBOR01M+775bps), 8/15/25, Callable 8/4/19 @ 101 (b)		1,500,000		1,324,995
Avaya, Inc., 1st Lien Term Loan B, 6.65% (LIBOR01M+425bps), 12/15/24, Callable 8/4/19 @ 100 (b)		640,250		611,439
Bass Pro Group LLC, Term Loan B, 7.40% (LIBOR01M+500bps), 12/16/23, Callable 8/4/19 @ 100 (b)		982,500		936,853
Blount International, Inc., 1st Lien Term Loan B, 6.15% (LIBOR01M+375bps), 4/12/23, Callable 8/4/19 @ 100 (b)		997,494		995,629
Caesars Resort Collection LLC, 1st Lien Term Loan B, 5.15% (LIBOR01M+275bps), 10/2/24, Callable 8/4/19 @ 100 (b)		985,000		967,556
CommScope, Inc, 1st Lien term Loan, 5.65% (LIBOR01M+325bps), 4/6/26, Callable 8/4/19 @ 101 (b)		1,000,000		996,000
CPM Holdings, Inc., 1st Lien Term Loan, 6.15% (LIBOR01M+375bps), 11/17/25, Callable 8/4/19 @ 100 (b)		796,000		784,721
Crown Finance US, Inc., 1st Lien Term Loan B, 4.65% (LIBOR01M+225bps), 2/7/25, Callable 8/4/19 @ 100 (b)		534,356		525,171
Dayco Products LLC, 6.77% (LIBOR03M+425bps), 5/19/24, Callable 8/4/19 @ 100 (b)		979,474		947,641
Dynasty Acquisition Co., Inc., 1st Lien Term Loan, 1/24/26 (b) (c) (h)		650,350		652,671
Gates Global LLC, 1st Lien Term Loan B2, 5.15% (LIBOR01M+275bps), 3/31/24, Callable 8/4/19 @ 100 (b)		994,937		987,922
Hertz Corp., Term Loan B1, 5.16% (LIBOR01M+275bps), 6/30/23, Callable 8/4/19 @ 100 (b)		969,466		964,919
Holley Purchaser, Inc., 1st Lien Term Loan, 7.58% (LIBOR03M+500bps), 10/24/25, Callable 8/4/19 @ 101 (b)		995,000		965,150
II-VI Inc, 1st Lien Term Loan, 5/8/26 (b) (c) (h)		1,750,000		1,722,664
Leslie's Poolmart, Inc., Term Loan B, 5.98% (LIBOR02M+350bps), 8/16/23, Callable 8/4/19 @ 100 (b)		994,950		938,367
LifeScan Global Corp., 1st Lien Term Loan, 8.66% (LIBOR06M+600bps), 6/19/24, Callable 8/4/19 @ 101 (b)		965,000		919,163

See notes to financial statements.

20

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Victory High Yield Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Navistar, Inc., 1st Lien Term Loan B, 5.91% (LIBOR01M+350bps), 11/2/24, Callable 8/4/19 @ 100 (b)	$	987,500	$	984,103
Nexstar Broadcasting, Inc., 1st Lien Term Loan, 6/20/26 (b) (c) (h)		1,750,000		1,743,437
Packaging Coordinators Midco, Inc., 2nd Lien Term Loan, 11.08% (LIBOR03M+875bps), 7/1/24, Callable 8/4/19 @ 100 (b)		500,000		497,500
Radiate Holdco LLC, 5.40% (LIBOR01M+300bps), 2/1/24, Callable 8/4/19 @ 100 (b)		984,887		960,934
Reynolds Group Holdings, Inc., 1st Lien Term Loan B, 5.15% (LIBOR01M+275bps), 2/5/23, Callable 8/4/19 @ 100 (b)		1,792,229		1,777,354
Sinclair Television Group, Inc., 1st Lien Term Loan B, 4.66% (LIBOR01M+225bps), 1/3/24, Callable 8/4/19 @ 100 (b)		994,898		981,218
SIWF Holdings, Inc., 10.90% (LIBOR01M+850bps), 5/26/26 (b)		1,000,000		950,000
Specialty Building Products Holdings LLC, 1st Lien Term Loan, 8.15% (LIBOR01M+575bps), 10/1/25, Callable 8/4/19 @ 101 (b)		997,500		990,019
Sprint Communications, Inc., 1st Lien Term Loan B, 4.94% (LIBOR01M+250bps), 2/2/24, Callable 8/4/19 @ 100 (b)		987,374		971,329
StandardAero, Ltd., 1st Lien Term Loan, 1/24/26 (b) (c) (h)		349,650		350,899
Stars Group Holdings BV, 5.83% (LIBOR03M+350bps), 6/27/25, Callable 8/4/19 @ 100 (b)		893,353		892,888
Station Casinos LLC, Term Loan B, 4.91% (LIBOR01M+250bps), 6/8/23, Callable 8/4/19 @ 100 (b)		994,827		989,673
Tenneco, Inc., 1st Lien Term Loan B, 5.40% (LIBOR01M+300bps), 6/18/25, Callable 8/4/19 @ 100 (b)		995,000		917,141
Tribune Media Co., 1st Lien Term C, 5.40% (LIBOR01M+300bps), 1/27/24, Callable 8/4/19 @ 100 (b)		1,000,000		997,710
Univision Communications, 1st Lien Term Loan C5, 5.15% (LIBOR01M+275bps), 3/15/24, Callable 8/4/19 @ 100 (b)		972,594		924,879
Utz Quality Foods LLC, 2nd Lien Term Loan, 9.65% (LIBOR01M+725bps), 11/21/25, Callable 8/4/19 @ 101 (b)		700,000		693,000
Wynn Resorts Ltd., 1st Lien Term Loan B, 4.69% (LIBOR01M+225bps), 10/30/24, Callable 8/4/19 @ 100 (b)		997,500		988,493
Total Senior Secured Loans (Cost $34,965,737)				34,601,427
Corporate Bonds (74.2%)
Communication Services (11.2%):
AMC Entertainment Holdings, Inc., 6.13%, 5/15/27, Callable 5/15/22 @ 103.06 (d)		2,000,000		1,787,600
AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/1/21 @ 102.38		2,000,000		2,033,560
Cablevision Systems Corp., 5.88%, 9/15/22		2,000,000		2,116,040
CCO Holdings LLC/CCO Holdings Capital Corp., 5.00%, 2/1/28, Callable 8/1/22 @ 102.5 (e)		2,000,000		2,041,360
Hughes Satellite Systems Corp., 6.63%, 8/1/26 (d)		1,390,000		1,459,792
Netflix, Inc., 5.88%, 11/15/28		2,000,000		2,216,080
Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (e) (f)		2,000,000		2,050,620
Telesat Canada/Telesat LLC, 8.88%, 11/15/24, Callable 11/15/19 @ 106.66 (e) (f)		1,500,000		1,627,035
T-Mobile USA, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38		2,000,000		2,060,540
				17,392,627

See notes to financial statements.

21

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Victory High Yield Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Consumer Discretionary (10.6%):
AV Homes, Inc., 6.63%, 5/15/22, Callable 8/5/19 @ 103.31	$	325,000	$	336,664
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 (d)		2,000,000		1,737,520
Boyd Gaming Corp., 6.38%, 4/1/26, Callable 4/1/21 @ 103.19		2,000,000		2,113,719
Churchill Downs, Inc., 5.50%, 4/1/27, Callable 4/1/22 @ 102.75 (e)		850,000		891,021
Eldorado Resorts, Inc., 6.00%, 9/15/26, Callable 9/15/21 @ 104.5		1,750,000		1,910,388
Enterprise Development Authority/The, 12.00%, 7/15/24, Callable 7/15/21 @ 109 (e)		1,200,000		1,301,544
Golden Nugget, Inc., 8.75%, 10/1/25, Callable 10/1/20 @ 104.38 (e)		1,250,000		1,312,700
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100		2,000,000		2,097,119
Panther BF Aggregator 2 LP/Panther Finance Co., Inc., 8.50%, 5/15/27, Callable 5/15/22 @ 104.25 (e)		1,750,000		1,798,388
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (e)		1,750,000		1,834,123
Yum! Brands, Inc., 5.35%, 11/1/43, Callable 5/1/43 @ 100		1,000,000		901,790
				16,234,976
Consumer Staples (6.4%):
Albertsons Cos. LLC, 5.75%, 3/15/25, Callable 9/15/19 @ 104.31		2,000,000		2,018,280
B&G Foods, Inc., 5.25%, 4/1/25, Callable 4/1/20 @ 103.94		1,750,000		1,768,043
Cott Holdings, Inc., 5.50%, 4/1/25, Callable 4/1/20 @ 104.13 (e) (f)		1,750,000		1,783,058
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 6/15/20 @ 103.63 (e)		1,250,000		1,212,888
Post Holdings, Inc., 5.00%, 8/15/26, Callable 8/15/21 @ 102.5 (d) (e)		1,750,000		1,777,124
Simmons Foods, Inc., 7.75%, 1/15/24, Callable 1/15/21 @ 103.88 (d) (e)		1,250,000		1,346,688
				9,906,081
Financials (8.3%):
Acrisure LLC/Acrisure Finance, Inc., 8.13%, 2/15/24, Callable 2/15/21 @ 104.06 (e)		1,775,000		1,832,084
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26, Callable 5/1/21 @ 104 (e) (f)		1,000,000		1,042,440
Downstream Development Authority of the Quapaw Tribe of Oklahoma, 10.50%, 2/15/23, Callable 2/15/20 @ 105.25 (e)		1,000,000		1,054,650
Eagle Holding Co. II LLC, 7.75%, 5/15/22, Callable 8/5/19 @ 101 (e)		1,750,000		1,773,363
Gray Escrow, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (e)		2,000,000		2,168,580
Intelsat Jackson Holdings SA, 5.50%, 8/1/23, Callable 8/5/19 @ 101.83		2,000,000		1,830,240
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (c) (e)		1,750,000		1,754,060
Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (e)		1,330,000		1,381,311
				12,836,728
Health Care (12.9%):
Air Medical Group Holdings, Inc., 6.38%, 5/15/23, Callable 8/5/19 @ 101.59 (d) (e)		1,750,000		1,566,268
Avantor, Inc., 9.00%, 10/1/25, Callable 10/1/20 @ 106.75 (e) (f)		1,000,000		1,113,700
Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 4/15/20 @ 103.06 (e)		2,000,000		2,043,740
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (e)		1,500,000		1,525,770
Endo Finance LLC, 6.00%, 2/1/25, Callable 2/1/20 @ 103 (e)		2,000,000		1,344,620
HCA, Inc., 5.38%, 2/1/25		2,000,000		2,158,459
Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22, Callable 8/5/19 @ 100 (e) (f)		1,500,000		1,447,635
Polaris Intermediate Corp., 8.50%, 12/1/22, Callable 7/16/19 @ 104 (e) (f)		1,500,000		1,324,290
RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%, 12/1/26, Callable 12/1/21 @ 104.88 (d) (e)		2,000,000		2,094,719

See notes to financial statements.

22

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (e)	$	1,750,000	$	1,745,433
Tenet Healthcare Corp., 6.75%, 6/15/23		2,000,000		2,010,820
Verscend Escrow Corp., 9.75%, 8/15/26, Callable 8/15/21 @ 104.88 (e)		1,750,000		1,820,193
				20,195,647
Industrials (19.2%):
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 8/5/19 @ 103.69 (e) (f)		1,750,000		1,564,028
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 2/15/20 @ 105 (e) (f)		900,000		910,368
Allison Transmission, Inc., 5.88%, 6/1/29, Callable 6/1/24 @ 102.94 (d) (e)		850,000		894,880
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 8/5/19 @ 102 (e)		1,750,000		1,571,413
Aramark Services, Inc., 5.00%, 2/1/28, Callable 2/1/23 @ 102.5 (e)		2,000,000		2,056,880
Beacon Escrow Corp., 4.88%, 11/1/25, Callable 11/1/20 @ 102.44 (d) (e)		1,330,000		1,316,620
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (e)		2,000,000		2,002,440
Clean Harbors, Inc. 4.88%, 7/15/27, Callable 7/15/22 @ 102.44 (c) (e)		875,000		889,184
5.13%, 7/15/29, Callable 7/15/24 @ 102.56 (c) (e)		875,000		893,891
Covanta Holding Corp., 5.88%, 7/1/25, Callable 7/1/20 @ 104.41		1,000,000		1,039,980
IAA, Inc., 5.50%, 6/15/27, Callable 6/15/22 @ 102.75 (d) (e)		850,000		884,077
Manitowoc Foodservice, Inc., 9.50%, 2/15/24, Callable 8/5/19 @ 107.13		800,000		866,880
Navistar International Corp., 6.63%, 11/1/25, Callable 11/1/20 @ 103.31 (e) (f)		1,250,000		1,309,100
Nielsen Finance LLC /Nielsen Finance Co., 5.00%, 4/15/22, Callable 8/5/19 @ 101.25 (e)		2,000,000		1,999,800
Pisces Midco, Inc., 8.00%, 4/15/26, Callable 4/15/21 @ 104 (d) (e)		1,000,000		971,730
SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (d) (e) (f)		1,000,000		979,960
Stevens Holding Co. Inc., 6.13%, 10/1/26, Callable 10/1/23 @ 101.53 (e)		1,000,000		1,053,390
TransDigm, Inc., 6.50%, 7/15/24, Callable 8/5/19 @ 103.25		2,000,000		2,024,520
Triumph Group, Inc., 4.88%, 4/1/21, Callable 8/5/19 @ 100		1,250,000		1,234,450
United Rentals, Inc., 6.50%, 12/15/26, Callable 12/15/21 @ 103.25 (d)		2,000,000		2,163,220
W/S Packaging Holdings, Inc., 9.00%, 4/15/23 (e) (f)		800,000		875,360
XPO Logistics, Inc., 6.75%, 8/15/24, Callable 8/15/21 @ 103.38 (e)		2,000,000		2,132,220
				29,634,391
Materials (5.6%):
Ardagh Packaging Finance PLC/Holdings USA, Inc., 6.00%, 2/15/25, Callable 2/15/20 @ 104.5 (e)		2,000,000		2,074,339
Greif, Inc., 6.50%, 3/1/27, Callable 3/1/22 @ 103.25 (e)		2,000,000		2,065,000
Intertape Polymer Group, Inc., 7.00%, 10/15/26, Callable 10/15/21 @ 103.5 (e)		1,330,000		1,374,568
Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 10/15/20 @ 103.13 (d) (e)		1,500,000		1,387,530
Summit Materials LLC/Summit Materials Finance Corp., 6.50%, 3/15/27, Callable 3/15/22 @ 103.25 (e)		870,000		909,890
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 4/15/21 @ 103.88 (d) (e) (f)		1,000,000		903,620
				8,714,947
Total Corporate Bonds (Cost $113,383,705)				114,915,397

See notes to financial statements.

23

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Victory High Yield Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (10.0%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (g)		3,228,143	$	3,228,143
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (g)		4,158,218		4,158,218
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (g)		107,988		107,988
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (g)		1,775,242		1,775,242
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (g)		2,420,731		2,420,731
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (g)		3,765,719		3,765,719
Total Collateral for Securities Loaned (Cost $15,456,041)				15,456,041
Total Investments (Cost $165,458,018) — 107.7%				166,656,715
Liabilities in excess of other assets — (7.7)%				(11,843,777	)
NET ASSETS — 100.00%			$	154,812,938

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2019.

(c)  Security purchased on a when-issued basis.

(d)  All or a portion of this security is on loan.

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $77,029,694 and amounted to 49.8% of net assets.

(f)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

(g)  Rate disclosed is the daily yield on June 30, 2019.

(h)  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.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

ULC — Unlimited Liability Co.

See notes to financial statements.

24

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Victory Tax-Exempt Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (99.3%)
California (8.2%):
California Educational Facilities Authority Revenue Bonds, 5.00%, 5/1/49	$	1,500,000	$	2,206,140
Gilroy Unified School District General Obligation Bonds, 4.00%, 8/1/48, Continuously Callable @ 100		1,750,000		1,886,378
Golden State Tobacco Securitization Corp. Revenue Bonds, Series A2, 5.00%, 6/1/47, Continuously Callable @ 100		1,500,000		1,498,140
				5,590,658
Connecticut (3.4%):
Connecticut Health and Educational Facilities Authority Revenue Bonds, Series 2016 CT, 5.00%, 12/1/41, Continuously Callable @ 100		2,000,000		2,314,420
Florida (5.6%):
County of Broward Revenue Bonds, Series B, 2.00%, 12/1/48, Continuously Callable @ 100		1,500,000		1,500,000
Miami-Dade County Public Facilities Revenue & Revenue Refunding Bonds, Series 2015 A, 5.00%, 6/1/33, Continuously Callable @ 100		2,000,000		2,331,440
				3,831,440
Guam (1.7%):
Port Authority of Guam Revenue Bonds, 5.00%, 7/1/48, Continuously Callable @ 100		1,000,000		1,127,650
Illinois (23.6%):
Chicago Board of Education Dedicated Capital Improvement, 6.00%, 4/1/46, Continuously Callable @ 100		2,275,000		2,627,875
Chicago General Obligation Refunding Bonds Series A, 5.75%, 1/1/33, Continuously Callable @ 100		2,000,000		2,313,940
Series A, 6.00%, 1/1/38, Continuously Callable @ 100		1,000,000		1,161,930
Chicago Transit Authority Sales Tax Receipts Revenue Bonds, Series 2014, 5.00%, 12/1/44, AGC, Continuously Callable @ 100		2,450,000		2,735,768
Chicago Wastewater Transmission Revenue Bonds, Series A, 5.00%, 1/1/47, Continuously Callable @ 100		1,000,000		1,104,730
Chicago Wastewater Transmission Revenue Refunding Bonds, Series 2008 C, 5.00%, 1/1/34, Continuously Callable @ 100		1,000,000		1,115,840
City of Chicago General Obligation Bonds, Series A, 5.50%, 1/1/49, Continuously Callable @ 100		1,000,000		1,133,200
Illinois General Obligation Bonds, Series 2013, 5.50%, 7/1/27, Continuously Callable @ 100		2,000,000		2,203,020
Sales Tax Securitization Corp., Series 2018 C, 5.00%, 1/1/43, Continuously Callable @ 100		1,500,000		1,699,575
				16,095,878
Indiana (0.9%):
Duke Energy Indiana LLC, 1.93%, 12/1/39, Callable 8/1/19 @ 100, Sumitomo Mitsui Banking Corp.		600,000		600,000
Kansas (2.3%):
Kansas Development Finance Authority Hospital Revenue Bonds 5.50%, 11/15/29, Pre-refunded 11/15/19 @ 100		35,000		35,532
5.50%, 11/15/29, Continuously Callable @ 100		1,465,000		1,485,730
				1,521,262

See notes to financial statements.

25

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Massachusetts (1.7%):
University of Massachusetts Building Authority Project Revenue Bonds, Series 2014 1, 5.00%, 11/1/39, Continuously Callable @ 100	$	1,000,000	$	1,155,470
Missouri (1.7%):
Health & Educational Facilities Authority of the State of Missouri Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @ 100 (a)		1,150,000		1,168,308
New Jersey (12.7%):
New Jersey Economic Development Authority Biomedical Research Facilities Bonds, Series 2016 A, 5.00%, 7/15/29, Continuously Callable @ 100		885,000		1,018,387
New Jersey Economic Development Authority School Facilities Construction Bonds, Series 2015 WW, 5.25%, 6/15/32, Continuously Callable @ 100		3,000,000		3,398,429
New Jersey Health Care Facilities Financing Authority Revenue & Refunding Bonds, Series 2015 A, 5.00%, 7/1/46, AGC, Continuously Callable @ 100		1,300,000		1,449,968
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Revenue Bonds, 5.00%, 6/15/28, Continuously Callable @ 100		1,000,000		1,174,150
Tobacco Settlement Financing Corp., Revenue Bonds, Series 2018 A, 5.00%, 6/1/46, Continuously Callable @ 100		1,500,000		1,672,560
				8,713,494
New York (13.6%):
Metropolitan Transportation Authority Dedicated Tax Green Fund Bonds, Series 2016 B1, 5.00%, 11/15/56, Continuously Callable @ 100		1,545,000		1,827,998
New York Counties Tobacco Trust II, Tobacco Settlement Pass-Through Bonds, 5.75%, 6/1/43, Continuously Callable @ 100		200,000		200,464
New York Utility Debt Securitization Authority Restructuring Bonds, Series 2013 TE, 5.00%, 12/15/41, Continuously Callable @ 100		1,500,000		1,697,805
Port Authority of New York & New Jersey Consolidated Bonds 5.00%, 10/1/30, Continuously Callable @ 100		2,000,000		2,176,500
5.00%, 12/1/32, Continuously Callable @ 100		1,000,000		1,132,610
TSASC, Inc. Tobacco Settlement Bonds, Series A, 5.00%, 6/1/41, Continuously Callable @ 100		2,000,000		2,182,400
				9,217,777
North Carolina (2.8%):
City of Charlotte, 4.00%, 6/1/49, Continuously Callable @ 100		1,770,000		1,918,503
Ohio (2.4%):
Logan Elm Local School District General Obligation Bonds, 4.00%, 11/1/55, Continuously Callable @ 100		1,500,000		1,610,595
Oregon (0.3%):
Oregon State Lottery Revenue Bonds, Series A, 5.25%, 4/1/30, Continuously Callable @ 100		205,000		218,534
Pennsylvania (3.6%):
Pennsylvania Higher Educational Facilities Authority Revenue Bonds, Series 2010 E, 5.00%, 5/15/31, Continuously Callable @ 100		1,000,000		1,028,990
Philadelphia School District, General Obligation Bonds, 5.00%, 9/1/38, Continuously Callable @ 100		1,200,000		1,415,436
				2,444,426

See notes to financial statements.

26

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Texas (7.0%):
Canadian River Municipal Water Authority, Subordinate Lien Contract Revenue Bonds, Series 2011, 5.00%, 2/15/26, Continuously Callable @ 100	$	1,000,000	$	1,056,140
Fort Worth International Airport Joint Revenue Bonds, Series A, 5.00%, 11/1/38, Continuously Callable @ 100		1,000,000		1,037,250
New Hope Cultural Education Facilities Finance Corp., Revenue Bonds, Series A1, 5.00%, 7/1/47, Continuously Callable @ 102		500,000		548,895
Texas Private Activity Bond Surface Transportation Corp., Revenue Bonds, Series 2009, 6.88%, 12/31/39, Continuously Callable @ 100		2,130,000		2,184,507
				4,826,792
Utah (1.6%):
Utah Infrastructure Agency Revenue Bonds, Series A, 5.00%, 10/15/40, Continuously Callable @ 100		1,000,000		1,096,100
Washington (3.9%):
Richland Electric Utility Revenue Bonds, 5.00%, 11/1/41, Continuously Callable @ 100		2,370,000		2,752,305
Wisconsin (2.3%):
Ashwaubenon Community Development Authority, Brown County Expo Center Project Revenue Bonds, 3.00%, 6/1/44, Continuously Callable @ 100		1,600,000		1,575,344
Total Municipal Bonds (Cost $64,003,582)				67,778,956
Total Investments (Cost $64,003,582) — 99.3%				67,778,956
Other assets in excess of liabilities — 0.7%				455,195
NET ASSETS — 100.00%			$	68,234,151

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $1,168,308 and amounted to 1.7% of net assets.

LLC — Limited Liability Company

See notes to financial statements.

27

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (98.8%)
California (5.4%):
California Educational Facilities Authority Revenue Bonds, 5.00%, 5/1/49	$	1,000,000	$	1,470,760
Golden State Tobacco Securitization Corp. Revenue Bonds, Series A2, 5.00%, 6/1/47, Continuously Callable @ 100		1,000,000		998,760
				2,469,520
Colorado (4.4%):
Regional Transportation District, Denver Transit Partners Eagle P3 Project, Series 2010, 6.00%, 1/15/34, Continuously Callable @ 100 (a)		2,000,000		2,045,779
Delaware (3.4%):
The Delaware Municipal Electric Corp. Revenue Bonds, 5.00%, 10/1/44, Continuously Callable @ 100		1,290,000		1,523,103
District of Columbia (2.3%):
District of Columbia Tobacco Settlement Financing Corp., 6.50%, 5/15/33		915,000		1,023,858
Florida (16.7%):
County of Broward Revenue Bonds, Series B, 2.00%, 12/1/48, Continuously Callable @ 100		1,100,000		1,100,000
Osceola County Expressway System Revenue Bonds, Poinciana Parkway Project, Series 2014 A, 5.38%, 10/1/47, Continuously Callable @ 100		1,000,000		1,088,980
Sumter County Village Community Development District No. 10 Special Assessment Revenue Bonds, Series 2014, 5.75%, 5/1/31, Continuously Callable @ 100		1,330,000		1,525,191
Sumter County Village Community Development District No. 8 Special Assessment Refunding Revenue Bonds, Series 2010, 6.13%, 5/1/39, Continuously Callable @ 100		1,865,000		1,917,835
Sumter County Village Community Development District No. 8 Special Assessment Revenue Bonds, Series 2010, 6.13%, 5/1/40, Continuously Callable @ 100		1,940,000		1,994,048
				7,626,054
Illinois (19.8%):
Chicago Board of Education Dedicated Capital Improvement, 6.00%, 4/1/46, Continuously Callable @ 100		1,500,000		1,732,665
Chicago General Obligation Refunding Bonds Series 2015 C, 5.00%, 1/1/38, Continuously Callable @ 100		1,000,000		1,075,170
Series A, 6.00%, 1/1/38, Continuously Callable @ 100		1,000,000		1,161,930
Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, 5.75%, 1/1/39, Continuously Callable @ 100		240,000		252,845
City of Chicago General Obligation Bonds, Series A, 5.50%, 1/1/49, Continuously Callable @ 100		1,000,000		1,133,200
Illinois General Obligation Bonds Series June 2013, 5.50%, 7/1/25, Continuously Callable @ 100		1,000,000		1,112,720
Series June 2013, 5.50%, 7/1/33, Continuously Callable @ 100		1,000,000		1,095,370
Series June 2013, 5.50%, 7/1/38, Continuously Callable @ 100		1,250,000		1,359,538
				8,923,438

See notes to financial statements.

28

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Massachusetts (3.2%):
Massachusetts Educational Financing Authority, Education Loan Revenue Bonds, Issue J Series 2011, 5.63%, 7/1/28, Continuously Callable @ 100	$	385,000	$	408,562
Series 2011, 5.63%, 7/1/29, Continuously Callable @ 100		775,000		821,810
Series 2011, 5.63%, 7/1/33, Continuously Callable @ 100		195,000		206,390
				1,436,762
Mississippi (2.6%):
Mississippi Development Bank Revenue Bonds, 5.00%, 3/1/48, Continuously Callable @ 100		1,000,000		1,188,790
Missouri (1.1%):
Health & Educational Facilities Authority of the State of Missouri Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @ 100 (b)		500,000		507,960
New Jersey (9.0%):
New Jersey Economic Development Authority School Facilities Construction Bonds, Series 2015 WW, 5.25%, 6/15/32, Continuously Callable @ 100		1,000,000		1,132,810
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Revenue Bonds, Series A, 5.00%, 7/1/33, Continuously Callable @ 100		500,000		559,295
New Jersey Higher Education Student Assistance Authority, Student Loan Revenue Bonds, Series 2011-1, 5.75%, 12/1/28, Continuously Callable @ 100		675,000		715,770
Tobacco Settlement Financing Corp., Revenue Bonds, Series 2018 A, 5.00%, 6/1/46, Continuously Callable @ 100		1,500,000		1,672,560
				4,080,435
New York (3.5%):
Port Authority of New York & New Jersey Special Project Bonds, JFK International Air Terminal LLC Project, Series 8, 6.00%, 12/1/36, Continuously Callable @ 100		1,500,000		1,578,615
North Dakota (2.3%):
Grand Forks, North Dakota Senior Housing and Nursing Facility Revenue Bonds, 5.00%, 12/1/36, Continuously Callable @ 100		1,000,000		1,045,300
Ohio (2.3%):
Logan Elm Local School District General Obligation Bonds, 4.00%, 11/1/55, Continuously Callable @ 100		975,000		1,046,887
Oklahoma (2.7%):
Oklahoma Development Finance Authority Continuing Care Retirement Community Revenue Refunding Bonds, Series 2012, 6.00%, 1/1/32, Continuously Callable @ 100 (a)		1,885,000		1,228,660
Oregon (1.2%):
Clackamas County Hospital Facility Authority Revenue Bonds, Series A, 5.00%, 11/15/52, Continuously Callable @ 102		500,000		558,555
South Carolina (3.9%):
Lancaster County, Walnut Creek Improvement District Assessment Refunding Revenue Bonds, Series 2016 A-1, 5.00%, 12/1/37, Continuously Callable @ 100		1,675,000		1,757,695

See notes to financial statements.

29

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
South Dakota (1.8%):
Oglala Sioux Tribe, 5.00%, 10/1/22, Callable 8/5/19 @ 100 (b)	$	800,000	$	800,888
Texas (4.9%):
New Hope Cultural Education Facilities Finance Corp. Revenue Bonds, Series B, 5.00%, 7/1/47, Continuously Callable @ 102		1,000,000		1,038,680
Texas Private Activity Bond Surface Transportation Corp. Revenue Bonds, NTE Mobility Partners Segments 3 LLC — Segments 3A & 3B Facility, Series 2013, 7.00%, 12/31/38, Continuously Callable @ 100		1,000,000		1,194,440
				2,233,120
Utah (4.2%):
Utah Charter School Finance Authority Revenue Bonds, 5.00%, 4/15/37, Continuously Callable @ 100		500,000		575,405
Utah Infrastructure Agency Revevnue Bonds, Series A, 5.38%, 10/15/40, Continuously Callable @ 100		1,150,000		1,294,210
				1,869,615
West Virginia (2.4%):
The Country Commission of Monongalia Country, WV Special District Excise Tax Revenue, Refunding and Improvement Bonds, Series 2017 A, 5.75%, 6/1/43, Continuously Callable @ 100 (b)		1,000,000		1,082,080
Wisconsin (1.7%):
Ashwaubenon Community Development Authority, Brown County Expo Center Project Revenue Bonds, 3.00%, 6/1/44, Continuously Callable @ 100		800,000		787,672
Total Municipal Bonds (Cost $43,121,817)				44,814,786
Total Investments (Cost $43,121,817) — 98.8%				44,814,786
Other assets in excess of liabilities — 1.2%				526,571
NET ASSETS — 100.00%			$	45,341,357

(a)  Defaulted security.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $2,390,928 and amounted to 5.3% of net assets.

LLC — Limited Liability Company

See notes to financial statements.

30

Victory Portfolios
Victory Floating Rate Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Senior Secured Loans (82.5%)
1199169 BC ULC, 6.33% (LIBOR03M+400bps), 4/6/26, Callable 8/4/19 @ 101 (a)	$	1,958,042	$	1,965,032
Acrisure LLC, 1st Lien Term Loan B, 6.77% (LIBOR03M+425bps), 11/22/23, Callable 8/4/19 @ 100 (a)		6,831,244		6,791,418
Ai Ladder Luxembourg Subco Sarl, 1st Lien Term Loan B, 6.83% (LIBOR03M+450bps), 5/4/25 (a)		5,922,641		5,749,878
Air Medical Group Holdings, Inc., 6.65% (LIBOR01M+425bps), 3/14/25, Callable 8/4/19 @ 100 (a)		5,000,000		4,690,000
Air Methods Corp, 5.83% (LIBOR03M+350bps), 4/21/24 (a)		3,989,822		3,223,457
Alphabet Holding Co., Inc., 1st Lien Term Loan, 5.90% (LIBOR01M+350bps), 8/15/24, Callable 8/4/19 @ 100 (a)		5,502,000		5,182,884
Alphabet Holding Co., Inc., 2nd Lien Term Loan, 10.15% (LIBOR01M+775bps), 8/15/25, Callable 8/4/19 @ 101 (a)		4,950,000		4,372,484
American Axle & Manufacturing, Inc., 1st Lien Term Loan B, 4.66% (LIBOR01M+225bps), 4/6/24		5,305,538		5,184,519
American Axle & Manufacturing, Inc., 1st Lien Term Loan B, 4.84% (LIBOR03M+225bps), 4/6/24, Callable 8/4/19 @ 100 (a)		2,691,898		2,630,495
American Renal Holdings, Inc., 7.90% (LIBOR01M+550bps), 6/15/24, Callable 8/4/19 @ 100 (a)		5,066,152		5,058,249
Amneal Pharmaceuticals LLC, 1st Lien Term Loan B, 5.94% (LIBOR01M+350bps), 3/23/25, Callable 8/4/19 @ 100 (a)		7,918,151		7,850,529
AmWINS Group, Inc., 5.15%-5.17% (LIBOR01M+275bps), 1/25/24, Callable 8/4/19 @ 100 (a)		7,800,000		7,738,224
AppLovin Corp., 1st Lien Term Loan B, 5.90% (LIBOR01M+350bps), 8/15/25 (a)		5,970,000		5,951,374
Asurion LLC, 1st Lien Term Loan B7, 5.40% (LIBOR01M+300bps), 11/4/24, Callable 8/4/19 @ 100 (a)		6,930,000		6,912,675
Avaya, Inc., 1st Lien Term Loan B, 6.65% (LIBOR01M+425bps), 12/15/24, Callable 8/4/19 @ 100 (a)		7,387,500		7,055,063
Bass Pro Group LLC, Term Loan B, 7.40% (LIBOR01M+500bps), 12/16/23, Callable 8/4/19 @ 100 (a)		9,353,598		8,919,030
Blount International, Inc., 1st Lien Term Loan B, 6.15% (LIBOR01M+375bps), 4/12/23, Callable 8/4/19 @ 100 (a)		5,925,225		5,914,145
Boyd Gaming Corp., 4.62% (LIBOR01W+225bps), 9/15/23, Callable 8/4/19 @ 100 (a)		2,208,686		2,194,639
Brand Energy & Infrastructure Services, Inc., 1st Lien Term Loan, 6.73% (LIBOR02M+425bps), 6/21/24		4,123,673		3,981,076
Brand Energy & Infrastructure Services, Inc., 1st Lien Term Loan, 6.58%-6.84% (LIBOR03M+425bps), 6/21/24, Callable 8/4/19 @ 100 (a)		4,696,327		4,533,928
Builders FirstSource, Inc., 5.33% (LIBOR03M+300bps), 2/29/24, Callable 8/4/19 @ 100 (a)		2,617,917		2,606,476
BW NHHC Holdco, Inc., 11.40% (LIBOR01M+900bps), 5/15/26, Callable 8/4/19 @ 101 (a)		3,000,000		2,790,000
BW NHHC Holdco, Inc., 7.40% (LIBOR01M+500bps), 5/16/25 (a)		4,950,000		4,566,375
Change Healthcare LLC, 5.15% (LIBOR01M+275bps), 3/1/24, Callable 8/4/19 @ 100 (a)		3,731,795		3,700,560

See notes to financial statements.

31

Victory Portfolios
Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Chassx, Inc., 8.06% (LIBOR01M+550bps), 11/10/23, Callable 8/4/19 @ 101 (a)	$	3,925,113	$	3,910,394
CIBT Solutions, Inc., 1st Lien Term Loan, 6.08% (LIBOR03M+375bps), 6/1/24		5,197,945		5,106,981
CIBT Solutions, Inc., 1st Lien Term Loan, 6.43% (LIBOR06M+375bps), 6/1/24, Callable 8/4/19 @ 100 (a)		682,055		670,119
Cole-Parmer, 6.08% (LIBOR03M+350bps), 3/21/24, Callable 8/4/19 @ 100 (a)		6,842,526		6,825,419
Concrete Pumping Holdings, Inc., 8.60% (LIBOR03M+600bps), 11/14/25, Callable 8/4/19 @ 101 (a)		5,925,000		5,806,500
Consolidated Communications, Inc., 1st Lien Term Loan B, 5.41% (LIBOR01M+300bps), 10/5/23, Callable 8/4/19 @ 100 (a)		4,924,441		4,702,053
CPM Holdings, Inc., 1st Lien Term Loan, 6.15% (LIBOR01M+375bps), 11/17/25, Callable 8/4/19 @ 100 (a)		2,985,000		2,942,703
CPM Holdings, Inc., 2nd Lien Term Loan, 10.65% (LIBOR01M+825bps), 11/16/26, Callable 8/4/19 @ 102 (a)		2,000,000		1,966,660
Crown Finance US, Inc., 1st Lien Term Loan B, 4.65% (LIBOR01M+225bps), 2/7/25, Callable 8/4/19 @ 100 (a)		4,788,668		4,706,351
Dawn Acquisition LLC, 1st Lien Term Loan B, 6.08% (LIBOR03M+375bps), 10/25/25, Callable 8/4/19 @ 100 (a)		3,482,500		3,417,203
Dayco Products LLC, 6.77% (LIBOR03M+425bps), 5/19/24, Callable 8/4/19 @ 100 (a)		7,835,789		7,581,127
Dole Food Co., Inc., 5.15% (LIBOR01M+275bps), 3/24/24, Callable 8/4/19 @ 100 (a)		6,080,000		5,929,884
Dynasty Acquisition Co., Inc., 6.33% (LIBOR03M+400bps), 4/6/26, Callable 8/4/19 @ 101 (a)		3,641,958		3,654,960
Eldorado Resorts, Inc., 4.69% (LIBOR01M+225bps), 3/16/24, Callable 8/4/19 @ 100 (a)		4,268,362		4,248,343
Endo International PLC, 1st Lien Term Loan B, 6.69% (LIBOR01M+425bps), 4/29/24, Callable 8/4/19 @ 100 (a)		4,974,619		4,659,577
Engineered Machinery Holdings, Inc., 1st Lien Term Loan, 5.58% (LIBOR03M+325bps), 7/19/24, Callable 8/4/19 @ 100 (a)		3,800,802		3,696,280
Forterra Finance LLC, 1st Lien Term Loan, 5.40% (LIBOR01M+300bps), 10/25/23, Callable 8/4/19 @ 100 (a)		5,954,082		5,486,031
Gates Global LLC, 1st Lien Term Loan B2, 5.15% (LIBOR01M+275bps), 3/31/24, Callable 8/4/19 @ 100 (a)		7,468,703		7,416,047
Gentiva Health Services, Inc., 2.44% (LIBOR01M+375bps), 7/2/25 (a) (b)		1,000,000		1,000,000
Gentiva Health Services, Inc., 1st Lien Term Loan, 6.19% (LIBOR01M+375bps), 7/2/25, Callable 8/4/19 @ 100 (a)		4,850,226		4,850,226
Gentiva Health Services, Inc., 2nd Lien Term Loan, 11.50% (Prime+600bps), 7/2/26, Callable 8/4/19 @ 101 (a)		2,250,000		2,272,500
Greenway Health LLC, 6.08% (LIBOR03M+375bps), 2/16/24, Callable 8/4/19 @ 100 (a)		5,880,000		5,145,000
GTT Communications, Inc., 1st Lien Term Loan B, 5.15% (LIBOR01M+275bps), 6/2/25, Callable 8/4/19 @ 100 (a)		7,920,000		7,078,500
Gulf Finance LLC, 1st Lien Term Loan B, 7.58% (LIBOR03M+525bps), 8/25/23		1,512,371		1,231,947
Gulf Finance LLC, 1st Lien Term Loan B, 7.69% (LIBOR01M+525bps), 8/25/23, Callable 8/4/19 @ 100 (a)		2,543,217		2,071,654

See notes to financial statements.

32

Victory Portfolios
Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Hertz Corp., Term Loan B1, 5.16% (LIBOR01M+275bps), 6/30/23, Callable 8/4/19 @ 100 (a)	$	7,658,328	$	7,622,410
Holley Purchaser, Inc., 1st Lien Term Loan, 7.58% (LIBOR03M+500bps), 10/24/25, Callable 8/4/19 @ 101 (a)		4,378,000		4,246,660
Hub International, Ltd., 1st Lien Term Loan B, 5.59% (LIBOR03M+300bps), 4/25/25, Callable 8/4/19 @ 100 (a)		7,425,000		7,233,435
II-VI Inc, 1st Lien Term Loan, 5/8/26 (a) (b) (e)		5,000,000		4,921,900
Infor(US), Inc., 1st Lien Term Loan B6, 5.08% (LIBOR03M+275bps), 2/1/22, Callable 8/4/19 @ 100 (a)		8,514,882		8,487,549
Janus International Group LLC, 1st Lien Term Loan, 5.40% (LIBOR01M+300bps), 2/9/25, Callable 8/4/19 @ 100 (a)		2,962,500		2,932,875
Janus International Group LLC, 2nd Lien Term Loan, 10.15% (LIBOR01M+775bps), 2/9/26, Callable 8/4/19 @ 101 (a)		2,000,000		1,960,000
Kindred Healthcare LLC, 1st Lien Term Loan B, 7.44% (LIBOR01M+500bps), 7/2/25, Callable 8/4/19 @ 100 (a)		5,955,000		5,865,675
Leslie's Poolmart, Inc., Term Loan B, 5.98% (LIBOR02M+350bps), 8/16/23, Callable 8/4/19 @ 100 (a)		6,684,702		6,304,543
LifeScan Global Corp., 1st Lien Term Loan, 8.66% (LIBOR06M+600bps), 6/19/24, Callable 8/4/19 @ 101 (a)		3,474,000		3,308,985
LifeScan Global Corp., 2nd Lien Term Loan, 12.20% (LIBOR03M+950bps), 6/19/25, Callable 10/1/19 @ 102 (a)		2,250,000		2,036,250
Navicure, Inc., 1st Lien Term Loan, 6.15% (LIBOR01M+375bps), 11/1/24, Callable 8/4/19 @ 100 (a)		3,940,000		3,905,525
Navicure, Inc., 2nd Lien Term Loan, 9.90% (LIBOR01M+750bps), 11/1/25, Callable 8/4/19 @ 101 (a)		2,500,000		2,462,500
Navistar, Inc., 1st Lien Term Loan B, 5.91% (LIBOR01M+350bps), 11/2/24, Callable 8/4/19 @ 100 (a)		7,406,250		7,380,773
NCI Building Systems, Inc., 1st Lien Term Loan B, 6.35% (LIBOR03M+375bps), 4/14/25, Callable 8/4/19 @ 100 (a)		7,929,925		7,692,027
Ortho-Clinical Diagnostics SA, 1st Lien Term Loan B, 5.68% (LIBOR01M+325bps), 5/22/25, Callable 8/4/19 @ 100 (a)		3,669,657		3,524,412
Packaging Coordinators Midco, Inc., 2nd Lien Term Loan, 11.08% (LIBOR03M+875bps), 7/1/24, Callable 8/4/19 @ 100 (a)		4,250,000		4,228,750
Panther BF Aggregator 2 LP, 5.90% (LIBOR01M+350bps), 4/30/26, Callable 8/4/19 @ 101 (a)		7,000,000		6,943,160
Pluto Acquisition I, Inc., 7.38% (LIBOR01M+500bps), 6/18/26 (a) (b)		5,500,000		5,445,000
Precyse Acquisition Corp., 6.90% (LIBOR01M+450bps), 10/20/22, Callable 8/4/19 @ 100 (a)		6,723,018		6,344,848
Radiate Holdco LLC, 5.40% (LIBOR01M+300bps), 2/1/24, Callable 8/4/19 @ 100 (a)		7,820,000		7,629,818
Regionalcare Hospital Partners Holdings, Inc., 6.90% (LIBOR01M+450bps), 11/16/25, Callable 8/4/19 @ 101 (a)		6,467,500		6,424,750
Reynolds Group Holdings, Inc., 1st Lien Term Loan B, 5.15% (LIBOR01M+275bps), 2/5/23, Callable 8/4/19 @ 100 (a)		6,010,391		5,960,505
Robertshaw US Holding Corp., 1st Lien Term Loan, 5.94% (LIBOR01M+350bps), 2/15/25, Callable 8/4/19 @ 100 (a)		1,975,000		1,817,000
Robertshaw US Holding Corp., 2nd Lien Term Loan, 10.44% (LIBOR01M+800bps), 2/15/26, Callable 8/4/19 @ 101 (a)		4,000,000		3,430,000

See notes to financial statements.

33

Victory Portfolios
Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Scientific Games International, Inc., 1st Lien Term Loan B5, 5.15% (LIBOR01M+275bps), 8/14/24	$	1,055,693	$	1,038,834
Scientific Games International, Inc., 1st Lien Term Loan B5, 5.23% (LIBOR02M+275bps), 8/14/24, Callable 8/4/19 @ 100 (a)		4,384,272		4,314,255
SIWF Holdings, Inc., 6.65% (LIBOR01M+425bps), 5/27/25 (a)		3,960,000		3,920,400
SIWF Holdings, Inc., 10.90% (LIBOR01M+850bps), 5/26/26 (a)		1,500,000		1,425,000
Specialty Building Products Holdings LLC, 1st Lien Term Loan, 8.15% (LIBOR01M+575bps), 10/1/25, Callable 8/4/19 @ 101 (a)		6,982,500		6,930,131
Sprint Communications, Inc., 1st Lien Term Loan B, 4.94% (LIBOR01M+250bps), 2/2/24, Callable 8/4/19 @ 100 (a)		4,936,869		4,856,645
Sprint Communications, Inc., 1st Lien Term Loan B, 5.44% (LIBOR01M+300bps), 2/3/24, Callable 8/4/19 @ 100 (a)		8,457,500		8,370,303
SRS Distribution, Inc., 1st Lien Term Loan B, 5.65% (LIBOR01M+325bps), 5/19/25, Callable 8/4/19 @ 100 (a)		3,970,000		3,802,109
Station Casinos LLC, Term Loan B, 4.91% (LIBOR01M+250bps), 6/8/23, Callable 8/4/19 @ 100 (a)		7,649,292		7,609,670
Tailwind Smith Cooper Intermediate Corp., 7.33% (LIBOR03M+500bps), 5/28/26, Callable 8/4/19 @ 101 (a)		5,000,000		4,887,500
Tailwind Smith Cooper Intermediate Corp., 11.33% (LIBOR01M+900bps), 5/28/27, Callable 8/4/19 @ 102 (a)		3,000,000		2,842,500
Tecomet, Inc., 1st Lien Term Loan B, 5.91% (LIBOR01M+350bps), 4/18/24, Callable 8/4/19 @ 100 (a)		6,859,999		6,817,124
Telesat Canada, 4.83% (LIBOR03M+250bps), 11/17/23, Callable 8/4/19 @ 100 (a)		6,506,544		6,427,945
Tenneco, Inc., 1st Lien Term Loan B, 5.40% (LIBOR01M+300bps), 6/18/25, Callable 8/4/19 @ 100 (a)		6,467,500		5,961,418
Thor Industries, Inc., 1st Lien Term Loan B, 6.25% (LIBOR01M+375bps), 2/1/26, Callable 8/4/19 @ 101 (a)		4,780,070		4,705,406
Titan Acquisition, Ltd., 5.40% (LIBOR01M+300bps), 3/28/25, Callable 8/4/19 @ 100 (a)		4,917,551		4,689,425
Tribune Media Co., 1st Lien Term C, 5.40% (LIBOR01M+300bps), 1/27/24, Callable 8/4/19 @ 100 (a)		8,055,144		8,036,697
Univision Communications, 1st Lien Term Loan C5, 5.15% (LIBOR01M+275bps), 3/15/24, Callable 8/4/19 @ 100 (a)		6,547,508		6,226,288
US Lbm Borrower LLC, 6.15% (LIBOR01M+375bps), 8/20/22, Callable 8/4/19 @ 100 (a)		7,827,683		7,806,470
USI, Inc., 1st Lien Term Loan B, 5.33% (LIBOR03M+300bps), 5/16/24, Callable 8/4/19 @ 100 (a)		8,842,500		8,610,384
Utz Quality Foods LLC, 1st Lien Term Loan, 5.90% (LIBOR01M+350bps), 11/14/24, Callable 8/4/19 @ 100 (a)		4,979,785		4,923,763
Verscend Holding Corp., 6.90% (LIBOR01M+450bps), 8/10/25, Callable 8/4/19 @ 101 (a)		5,955,000		5,951,308
Vertex Aerospace Services Corp., 1st Lien Term Loan B, 6.90% (LIBOR01M+450bps), 6/16/25, Callable 8/4/19 @ 100 (a)		2,970,000		2,975,584
West Corp., 1st Lien Term Loan B1, 6.02% (LIBOR01M+350bps), 10/10/24, Callable 8/4/19 @ 100 (a)		6,930,000		6,358,275
WP CPP Holdings LLC, 1st Lien Term Loan B, 6.34% (LIBOR03M+375bps), 4/30/25, Callable 8/4/19 @ 100 (a)		3,970,000		3,960,075

See notes to financial statements.

34

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
WP CPP Holdings LLC, 2nd Lien Term Loan, 10.34% (LIBOR03M+775bps), 4/30/26, Callable 8/4/19 @ 101 (a)	$	2,000,000	$	1,987,500
Wynn Resorts Ltd., 1st Lien Term Loan B, 4.69% (LIBOR01M+225bps), 10/30/24, Callable 8/4/19 @ 100 (a)		4,239,375		4,201,093
Total Senior Secured Loans (Cost $504,452,397)				493,684,421
Corporate Bonds (12.2%)
Communication Services (0.7%):
AMC Entertainment Holdings, Inc., 6.13%, 5/15/27, Callable 5/15/22 @ 103.06		5,000,000		4,469,000
Consumer Discretionary (3.2%):
Enterprise Development Authority/The, 12.00%, 7/15/24, Callable 7/15/21 @ 109 (c)		5,000,000		5,423,100
Golden Nugget, Inc., 8.75%, 10/1/25, Callable 10/1/20 @ 104.38 (c)		7,000,000		7,351,120
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (c)		6,000,000		6,288,420
				19,062,640
Financials (2.8%):
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26, Callable 5/1/21 @ 104 (c) (d)		5,000,000		5,212,200
Eagle Holding Co. II LLC, 7.75%, 5/15/22, Callable 8/5/19 @ 101 (c)		5,000,000		5,066,750
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (b) (c)		6,500,000		6,515,080
				16,794,030
Health Care (2.6%):
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (c)		4,200,000		4,272,156
Change Health/Finance, Inc., 5.75%, 3/1/25, Callable 3/1/20 @ 102.88 (c)		3,000,000		3,043,830
Endo Finance LLC, 6.00%, 2/1/25, Callable 2/1/20 @ 103 (c)		3,000,000		2,016,930
Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22, Callable 8/5/19 @ 100 (c) (d)		3,000,000		2,895,270
Polaris Intermediate Corp., 8.50%, 12/1/22, Callable 7/16/19 @ 104 (c) (d)		4,000,000		3,531,440
				15,759,626
Industrials (2.5%):
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 2/15/20 @ 105 (c) (d)		4,000,000		4,046,080
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 8/5/19 @ 102 (c)		4,000,000		3,591,800
SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (c) (d)		3,000,000		2,939,880
W/S Packaging Holdings, Inc., 9.00%, 4/15/23 (c) (d)		3,800,000		4,157,960
				14,735,720
Materials (0.4%):
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 4/15/21 @ 103.88 (c) (d)		2,500,000		2,259,050
Total Corporate Bonds (Cost $72,008,834)				73,080,066
Total Investments (Cost $576,461,231) — 94.7%				566,764,487
Other assets in excess of liabilities — 5.3%				31,525,499
NET ASSETS — 100.00%			$	598,289,986

See notes to financial statements.

35

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Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

(a)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2019.

(b)  Security purchased on a when-issued basis.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $68,611,066 and amounted to 11.5% of net assets.

(d)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

(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.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR01W — 1 Week US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

PRIME — U.S. Prime Rate

ULC — Unlimited Liability Co.

See notes to financial statements.

36

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Victory Strategic Income Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Asset Backed Securities (9.8%)
Ally Master Owner Trust, Series 2017-3, Class A1, 2.82% (LIBOR01M+43bps), 6/15/22 (a) (b)	$	250,000	$	250,328
AmeriCredit Automobile, Series 2017-3, Class A3, 1.90%, 3/18/22, Callable 10/18/21 @ 100 (b)		266,450		265,840
Applebee's Funding LLC / IHOP Funding LLC, Series 2019-1A, Class A2I, 4.19%, 6/7/49, Callable 6/5/22 @ 100 (c)		500,000		507,344
Capital Automotive REIT, Series 2016-A1, Class A, 4.55%, 2/15/46 (b) (c)		723,571		757,688
Chesapeake Funding II LLC, Series 2018-A1, Class A1, 3.04%, 4/15/30 (b) (c)		278,920		281,682
Focus Brands Funding LLC, Series 2017-1A, Class A2I, 3.86%, 4/30/47, Callable 4/30/20 @ 100 (b) (c)		980,000		985,581
Mercedes-Benz Master Owner Trust, Series 2017-BA, Class A, 2.81% (LIBOR01M+42bps), 5/16/22 (a) (c)		500,000		500,746
Santander Drive Auto Receivables Trust, Series 2016-3, Class C, 2.46%, 3/15/22, Callable 11/15/20 @ 100 (b)		467,186		467,105
Verizon Owner Trust, Series 2017-3A, Class A1A, 2.06%, 4/20/22, Callable 12/20/20 @ 100 (b) (c)		500,000		499,365
Verizon Owner Trust, Series 2017-3A, Class B, 2.38%, 4/20/22, Callable 12/20/20 @ 100 (b) (c)		500,000		500,465
Total Asset Backed Securities (Cost $5,001,235)				5,016,144
Collateralized Mortgage Obligations (1.5%)
COMM Mortgage Trust, Series 2015-PC1, Class A5, 3.90%, 7/10/50 (b)		250,000		267,506
Four Times Square Trust, Series 2006-4TS, Class A, 5.40%, 12/13/28 (c)		470,059		487,408
Total Collateralized Mortgage Obligations (Cost $738,489)				754,914
Corporate Bonds (58.7%)
Communication Services (9.4%):
AT&T, Inc., 4.50%, 3/9/48, Callable 9/9/47 @ 100		250,000		255,188
Charter Communications Operating LLC/Capital, 4.20%, 3/15/28, Callable 12/15/27 @ 100 (b)		1,000,000		1,038,639
Comcast Corp. 4.15%, 10/15/28, Callable 7/15/28 @ 100 (b)		850,000		936,471
3.97%, 11/1/47, Callable 5/1/47 @ 100		300,000		314,280
Discovery Communications LLC, 3.95%, 3/20/28, Callable 12/20/27 @ 100		500,000		514,655
Verizon Communications, 4.33%, 9/21/28		500,000		553,774
Verizon Communications, Inc., 4.52%, 9/15/48 (b)		250,000		279,928
Vodafone Group PLC, 4.38%, 5/30/28 (b)		800,000		864,776
				4,757,711
Consumer Staples (8.7%):
Altria Group, Inc., 4.80%, 2/14/29, Callable 11/14/28 @ 100		1,000,000		1,078,300
Anheuser-Busch InBev Worldwide, Inc. 4.75%, 1/23/29, Callable 10/23/28 @ 100		1,500,000		1,700,880
5.55%, 1/23/49, Callable 7/23/48 @ 100		500,000		611,335
Bacardi, Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (c)		250,000		267,258
ConAgra Brands, Inc., 5.40%, 11/1/48, Callable 5/1/48 @ 100		500,000		548,725
Constellation Brands, Inc., 4.10%, 2/15/48, Callable 8/15/47 @ 100		250,000		248,213
				4,454,711

See notes to financial statements.

37

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Energy (11.5%):
Anadarko Petroleum Corp., 5.55%, 3/15/26, Callable 12/15/25 @ 100	$	250,000	$	280,628
Boardwalk Pipelines LP, 4.80%, 5/3/29, Callable 2/3/29 @ 100 (d)		500,000		522,005
Cenovus Energy, Inc., 4.25%, 4/15/27, Callable 1/15/27 @ 100 (b)		300,000		310,635
Energy Transfer Partners, 6.00%, 6/15/48, Callable 12/15/47 @ 100 (b)		450,000		514,224
Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100		250,000		259,185	��
Marathon Petroleum Corp., 3.80%, 4/1/28, Callable 1/1/28 @ 100		500,000		508,695
MPLX LP, 4.50%, 7/15/23, Callable 4/15/23 @ 100 (b)		1,000,000		1,060,409
Newfield Exploration Co., 5.38%, 1/1/26, Callable 10/1/25 @ 100		300,000		328,329
Noble Energy, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100 (d)		250,000		254,943
Rockies Express Pipeline LLC, 4.95%, 7/15/29, Callable 4/15/29 @ 100 (c)		200,000		206,632
Sabine Pass Liquefaction LLC, 5.00%, 3/15/27, Callable 9/15/26 @ 100 (b)		1,000,000		1,096,889
Williams Partners LP, 4.00%, 11/15/21, Callable 8/15/21 @ 100 (b)		500,000		515,920
				5,858,494
Financials (13.9%):
Banco Santander SA, 3.13%, 2/23/23 (b)		750,000		761,130
Brighthouse Financial, Inc., 3.70%, 6/22/27, Callable 3/22/27 @ 100 (b)		800,000		760,432
Citigroup, Inc., 4.08% (LIBOR03M +119bps), 4/23/29, Callable 4/23/28 @ 100 (a) (b)		250,000		268,585
Credit Suisse Group AG, 3.87% (LIBOR03M +141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (c)		500,000		514,755
E*TRADE Financial Corp., 4.50%, 6/20/28, Callable 3/20/28 @ 100 (b) (d)		250,000		264,733
Goldman Sachs Group, Inc. 3.20%, 2/23/23, Callable 1/23/23 @ 100 (b)		500,000		511,795
4.22% (LIBOR03M +130bps), 5/1/29, Callable 5/1/28 @ 100 (a) (b)		750,000		802,717
Jefferies GRP LLC / Capital, 4.85%, 1/15/27		500,000		517,305
John Deere Capital Corp., 3.65%, 10/12/23 (b) (d)		500,000		526,750
Morgan Stanley, 3.13%, 1/23/23 (b)		500,000		511,260
New York Life Insurance Co., 4.45%, 5/15/69, Callable 11/15/68 @ 100 (c)		100,000		110,308
NXP BV / NXP Funding LLC, 4.88%, 3/1/24, Callable 2/1/24 @ 100 (b) (c)		700,000		750,875
PartnerRe Finance B LLC, 3.70%, 7/2/29, Callable 4/2/29 @ 100		350,000		355,670
UBS Group Funding Switze, 4.25%, 3/23/28, Callable 3/23/27 @ 100 (c)		450,000		483,660
				7,139,975
Health Care (5.9%):
Becton Dickinson and Co., 3.36%, 6/6/24, Callable 4/6/24 @ 100 (b)		850,000		877,277
Celgene Corp., 3.90%, 2/20/28, Callable 11/20/27 @ 100 (d)		1,000,000		1,074,510
CVS Health Corp., 4.30%, 3/25/28, Callable 12/25/27 @ 100 (b)		1,000,000		1,054,740
				3,006,527
Industrials (2.4%):
United Technologies Corp. 4.13%, 11/16/28, Callable 8/16/28 @ 100 (b)		350,000		384,307
3.75%, 11/1/46, Callable 5/1/46 @ 100		250,000		254,305
Waste Connections, Inc., 3.50%, 5/1/29, Callable 2/1/29 @ 100		600,000		624,126
				1,262,738
Information Technology (0.5%):
Fiserv, Inc., 3.50%, 7/1/29, Callable 4/1/29 @ 100 (b)		250,000		256,975

See notes to financial statements.

38

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June 30, 2019

  (Unaudited)

Security Description	Principal Amount		Value
Materials (3.9%):
DuPont de Nemours, Inc., 4.21%, 11/15/23, Callable 10/15/23 @ 100	$	1,000,000	$	1,070,810
LYB International Finance II BV, 3.50%, 3/2/27, Callable 12/2/26 @ 100 (b)		250,000		254,388
WRKCo, Inc., 4.90%, 3/15/29, Callable 12/15/28 @ 100 (d)		600,000		657,204
				1,982,402
Real Estate (1.0%):
Simon Property Group, LP, 3.75%, 2/1/24, Callable 11/1/23 @ 100		500,000		525,850
Utilities (1.5%):
Avangrid, Inc., 3.80%, 6/1/29, Callable 3/1/29 @ 100		750,000		784,800
Total Corporate Bonds (Cost $28,613,567)				30,030,183
Residential Mortgage Backed Securities (1.5%)
Bank of America Funding Corp., Series 2004-2, Class 1CB1, 5.75%, 9/20/34, Callable 4/20/24 @ 100 (b)		91,452		96,729
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 4.45%, 10/25/33, Callable 7/25/19 @ 100 (b) (e)		147,232		147,231
Countrywide Home Loans, Inc., Series 2004-5, Class 2A9, 5.25%, 5/25/34, Callable 7/25/19 @ 100 (b)		119,109		119,109
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 1/25/20, Callable 2/25/24 @ 100 (b)		3,457		2,993
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 7/25/19 @ 100 (b)		2,655		2,655
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 4.72%, 2/25/35, Callable 7/25/19 @ 100 (b) (e)		36,037		36,037
Prime Mortgage Trust, Series 2004-2, Class A2, 4.75%, 11/25/19, Callable 7/25/19 @ 100 (b)		2,672		2,672
Residential Funding Mortgage Securities I, Inc., Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/19 @ 100 (b)		1,801		1,801
Wells Fargo Mortgage Backed Securities Trust, Series 2004-EE, Class 2A1, 4.96%, 12/25/34, Callable 7/25/19 @ 100 (b) (e)		80,099		80,099
Wells Fargo Mortgage Backed Securities Trust, Series 2004-W, Class A9, 4.85%, 11/25/34, Callable 7/25/19 @ 100 (b) (e)		68,536		68,536
Wells Fargo Mortgage Backed Securities Trust, Series 2004-R, Class 2A1, 4.73%, 9/25/34, Callable 7/25/19 @ 100 (b) (e)		68,500		68,500
Wells Fargo Mortgage Backed Securities Trust, Series 2004-Y, Class 3A1, 4.91%, 11/25/34, Callable 7/25/19 @ 100 (b) (e)		105,334		105,334
Wells Fargo Mortgage Backed Securities Trust, Series 2005-2, Class 2A1, 4.75%, 4/25/20, Callable 7/25/19 @ 100 (b)		2,381		2,381
Wells Fargo Mortgage Backed Securities Trust, Series 2005-6, Class A4, 5.50%, 8/25/35, Callable 7/25/19 @ 100 (b)		35,685		35,685
Total Residential Mortgage Backed Securities (Cost $771,563)				769,762
U.S. Government Mortgage Backed Agencies (0.3%)
Federal National Mortgage Association Series 2018-M1, Class A2, 3.09%, 12/25/27		65,000		67,461
3.50%, 7/1/43 (b)		91,365		94,553
				162,014
Total U.S. Government Mortgage Backed Agencies (Cost $155,680)				162,014

See notes to financial statements.

39

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June 30, 2019

  (Unaudited)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (18.6%)
U.S. Treasury Bonds 2.75%, 11/15/47 (b)	$	1,200,000	$	1,252,500
3.00%, 2/15/48 (b)		140,000		153,344
U.S. Treasury Notes 2.25%, 3/31/20 (b)		400,000		400,672
2.13%, 5/31/21		1,000,000		1,006,836
2.38%, 1/31/23 (b)		805,000		822,987
2.63%, 2/28/23 (b)		460,000		474,555
2.88%, 11/30/23 (b)		3,500,000		3,667,890
2.50%, 1/31/25 (b)		1,650,000		1,711,101
Total U.S. Treasury Obligations (Cost $9,065,947)				9,489,885
Exchange-Traded Funds (8.3%)
iShares iBoxx High Yield Corporate Bond ETF (b)		23,900		2,083,602
SPDR Bloomberg Barclays High Yield Bond ETF (b)		19,999		2,178,691
Total Exchange-Traded Funds (Cost $4,243,078)				4,262,293
Collateral for Securities Loaned^ (5.0%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (f)		535,757		535,757
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (f)		690,116		690,116
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (f)		17,922		17,922
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (f)		294,627		294,627
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (f)		401,755		401,755
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (f)		624,975		624,975
Total Collateral for Securities Loaned (Cost $2,565,152)				2,565,152
Total Investments (Cost $51,154,711) — 103.7%				53,050,347
Liabilities in excess of other assets — (3.7)%				(1,876,861	)
NET ASSETS — 100.00%			$	51,173,486

^  Purchased with cash collateral from securities on loan.

(a)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2019.

(b)  All or a portion of this security has been segregated as collateral for derivative instruments.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $6,853,767 and amounted to 13.4% of net assets.

(d)  All or a portion of this security is on loan.

(e)  The rate for certain asset-backed and mortgage backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2019.

(f)  Rate disclosed is the daily yield on June 30, 2019.

bps — Basis points

ETF — Exchange-Traded Fund

See notes to financial statements.

40

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Victory Strategic Income Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Future		20	9/30/19	$	4,298,724	$	4,303,592	$	4,868
30-Year U.S. Treasury Bond Future		15	9/19/19		2,271,150		2,333,907		62,757
Ultra Long Term U.S. Treasury Bond Future		10	9/19/19		1,720,506		1,775,625		55,119
								$	122,744

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Future		15	9/19/19	$	1,885,960	$	1,919,532	$	(33,572	)
10-Year U.S. Treasury Note Future		52	9/19/19		7,041,624		7,182,500		(140,876	)
5-Year U.S. Treasury Note Future		25	9/30/19		2,948,161		2,953,908		(5,747	)
								$	(180,195	)
	Total unrealized appreciation							$	122,744
	Total unrealized depreciation								(180,195	)
	Total net unrealized depreciation							$	(57,451	)

See notes to financial statements.

41

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
ASSETS:
Investments, at value (Cost $32,088,661, $277,645,163 and $165,458,018)	$	32,735,664	(a)	$	278,380,238	(b)	$	166,656,715	(c)
Cash and cash equivalents		357,457			5,325,861			11,364,948
Deposits with brokers for futures contracts		224,132			1,606,319			—
Deposits with brokers for centrally cleared swap agreements		284,321			2,570,083			—
Interest and dividends receivable		190,411			1,507,639			1,894,233
Receivable for capital shares issued		46,137			124,109			431,935
Receivable for investments sold		783,375			5,938,490			10,586,232
Variation margin receivable on open swap agreements		2,349			20,136			—
Receivable from Adviser		29,759			55,774			25,139
Prepaid expenses		34,873			51,159			43,420
Total Assets		34,688,478			295,579,808			191,002,622
LIABILITIES:
Payables:
Collateral received on loaned securities		505,452			896,033			15,456,041
Distributions		1,849			87,753			213,667
Investments purchased		870,644			6,551,845			20,137,312
Capital shares redeemed		12,952			617,025			282,649
Variation margin payable on open futures contracts		216			24,220			—
Accrued expenses and other payables:
Investment advisory fees		13,560			106,040			68,160
Administration fees		1,660			14,376			7,047
Custodian fees		946			3,531			2,614
Transfer agent fees		7,798			53,677			—
Chief Compliance Officer fees		21			199			77
Trustees' fees		—			30			—
12b-1 fees		4,391			26,264			15,193
Other accrued expenses		9,800			29,866			6,924
Total Liabilities		1,429,289			8,410,859			36,189,684
NET ASSETS:
Capital		33,608,404			318,747,198			161,537,553
Total distributable earnings/(loss)		(349,215	)		(31,578,249	)		(6,724,615	)
Net Assets	$	33,259,189		$	287,168,949		$	154,812,938
Net Assets
Class A Shares	$	23,488,411		$	69,533,857		$	30,879,870
Class C Shares		3,217,513			45,593,260			20,163,985
Class R Shares		3,321,232			1,381,677			18,405,564
Class Y Shares		3,232,033			170,660,155			85,363,519
Total	$	33,259,189		$	287,168,949		$	154,812,938
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		2,449,253			6,963,687			4,688,544
Class C Shares		335,731			4,568,608			3,055,006
Class R Shares		345,493			138,396			2,787,154
Class Y Shares		337,381			17,083,857			13,026,629
Total		3,467,858			28,754,548			23,557,333
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	9.59		$	9.99		$	6.59
Class C Shares (d)		9.58			9.98			6.60
Class R Shares		9.61			9.98			6.60
Class Y Shares		9.58			9.99			6.55
Maximum Sales Charge — Class A Shares		2.00	%		2.00	%		2.00	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	9.79		$	10.19		$	6.72

(a)  Includes $492,224 of securities on loan.

(b)  Includes $871,253 of securities on loan.

(c)  Includes $14,936,633 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

42

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
ASSETS:
Investments, at value (Cost $64,003,582, $43,121,817 and $576,461,231)	$	67,778,956		$	44,814,786		$	566,764,487
Cash and cash equivalents		179,061			94,512			31,143,135
Interest and dividends receivable		712,325			536,834			2,879,329
Receivable for capital shares issued		86,927			15,156			561,699
Receivable for investments sold		1,591,205			—			22,736,261
Receivable from Adviser		30,819			28,626			211,677
Prepaid expenses		27,803			18,161			30,144
Total Assets		70,407,096			45,508,075			624,326,732
LIABILITIES:
Payables:
Distributions		11,910			12,526			417,973
Affiliated interfund lending		221,000			—			—
Investments purchased		1,591,205			—			20,851,267
Capital shares redeemed		289,113			113,954			4,131,427
Accrued expenses and other payables:
Investment advisory fees		28,355			18,720			321,537
Administration fees		3,475			2,291			30,198
Custodian fees		845			213			32,187
Transfer agent fees		7,468			2,023			84,735
Chief Compliance Officer fees		45			30			370
Trustees' fees		—			—			408
12b-1 fees		9,103			8,125			84,723
Other accrued expenses		10,426			8,836			81,921
Total Liabilities		2,172,945			166,718			26,036,746
NET ASSETS:
Capital		64,103,464			43,538,008			776,368,646
Total distributable earnings/(loss)		4,130,687			1,803,349			(178,078,660	)
Net Assets	$	68,234,151		$	45,341,357		$	598,289,986
Net Assets
Class A Shares	$	33,647,941		$	19,326,279		$	150,446,971
Class C Shares		13,608,280			14,955,568			167,230,817
Class R Shares		—			—			572,139
Class Y Shares		20,977,930			11,059,510			280,040,059
Total	$	68,234,151		$	45,341,357		$	598,289,986
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		3,424,131			1,800,957			16,017,099
Class C Shares		1,385,335			1,393,522			17,790,524
Class R Shares		—			—			60,921
Class Y Shares		2,135,812			1,030,433			29,795,646
Total		6,945,278			4,224,912			63,664,190
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	9.83		$	10.73		$	9.39
Class C Shares (a)		9.82			10.73			9.40
Class R Shares		—			—			9.39
Class Y Shares		9.82			10.73			9.40
Maximum Sales Charge — Class A Shares		2.00	%		2.00	%		2.00	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	10.03		$	10.95		$	9.58

(a)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

43

Victory Portfolios Statement of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory Strategic Income Fund
ASSETS:
Investments, at value (Cost $51,154,711)	$	53,050,347	(a)
Cash and cash equivalents		296,443
Deposits with brokers for futures contracts		139,960
Interest and dividends receivable		390,643
Receivable for capital shares issued		3,091
Receivable from Adviser		24,136
Prepaid expenses		22,006
Total Assets		53,926,626
LIABILITIES:
Payables:
Collateral received on loaned securities		2,565,152
Distributions		103,896
Capital shares redeemed		27,874
Variation margin payable on open futures contracts		6,626
Accrued expenses and other payables:
Investment advisory fees		25,009
Administration fees		2,552
Custodian fees		2,260
Transfer agent fees		2,176
Chief Compliance Officer fees		31
12b-1 fees		7,960
Other accrued expenses		9,604
Total Liabilities		2,753,140
NET ASSETS:
Capital		51,013,625
Total distributable earnings/(loss)		159,861
Net Assets	$	51,173,486
Net Assets
Class A Shares	$	33,887,682
Class C Shares		9,564,532
Class R Shares		2,835,393
Class Y Shares		4,885,879
Total	$	51,173,486
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		3,302,004
Class C Shares		927,885
Class R Shares		274,853
Class Y Shares		478,780
Total		4,983,522
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	10.26
Class C Shares (b)		10.31
Class R Shares		10.32
Class Y Shares		10.20
Maximum Sales Charge — Class A Shares		2.00	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	10.47

(a)  Includes $2,496,876 of securities on loan.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

44

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
Investment Income:
Dividends	$	—		$	—		$	18,420
Interest		526,956			4,344,671			3,860,174
Securities lending (net of fees)		156			992			42,890
Total Income		527,112			4,345,663			3,921,484
Expenses:
Investment advisory fees		82,723			686,492			345,855
Administration fees		10,455			96,442			36,385
12b-1 fees — Class A Shares		29,219			104,046			33,245
12b-1 fees — Class C Shares		16,934			278,687			100,420
12b-1 fees — Class R Shares		7,951			3,598			45,655
Custodian fees		4,125			10,309			11,038
Transfer agent fees		2,217			23,592			2,503
Transfer agent fees — Class A Shares		19,889			46,330			9,284
Transfer agent fees — Class C Shares		2,148			29,681			2,939
Transfer agent fees — Class R Shares		3,337			1,208			2,516
Transfer agent fees — Class Y Shares		1,896			97,458			16,889
Trustees' fees		1,527			13,933			4,418
Chief Compliance Officer fees		136			1,287			426
Legal and audit fees		6,674			17,967			9,878
State registration and filing fees		27,828			32,071			29,684
Interfund lending fees		—			24			—
Other expenses		8,611			27,243			10,734
Total Expenses		225,670			1,470,368			661,869
Expenses waived/reimbursed by Adviser		(59,486	)		(147,124	)		(43,683	)
Net Expenses		166,184			1,323,244			618,186
Net Investment Income (Loss)		360,928			3,022,419			3,303,298
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		400,740			306,621			181,242
Net realized gains (losses) from futures contracts		(100,609	)		462,695			—
Net realized gains (losses) from swap agreements		(331,102	)		(3,124,490	)		—
Net change in unrealized appreciation/depreciation on investment securities		943,133			4,485,212			5,808,829
Net change in unrealized appreciation/depreciation on futures contracts		73,723			(271,198	)		—
Net change in unrealized appreciation/depreciation on swap agreements		211,527			2,168,929			—
Net realized/unrealized gains (losses) on investments		1,197,412			4,027,769			5,990,071
Change in net assets resulting from operations	$	1,558,340		$	7,050,188		$	9,293,369

See notes to financial statements.

45

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
Investment Income:
Interest	$	1,247,457		$	946,360		$	21,311,770
Total Income		1,247,457			946,360			21,311,770
Expenses:
Investment advisory fees		170,035			114,181			1,989,760
Administration fees		21,488			14,432			193,453
12b-1 fees — Class A Shares		38,368			20,756			155,876
12b-1 fees — Class C Shares		83,706			88,384			1,014,929
12b-1 fees — Class R Shares		—			—			1,573
Custodian fees		1,917			1,782			110,377
Transfer agent fees		5,235			4,252			31,907
Transfer agent fees — Class A Shares		10,758			5,828			53,741
Transfer agent fees — Class C Shares		7,182			5,993			99,301
Transfer agent fees — Class R Shares		—			—			475
Transfer agent fees — Class Y Shares		11,057			3,728			128,620
Trustees' fees		3,042			2,115			27,147
Chief Compliance Officer fees		278			190			2,511
Legal and audit fees		7,195			6,392			48,109
State registration and filing fees		21,915			20,865			36,492
Line of credit fees		32			—			—
Interfund lending fees		78			11			283
Other expenses		7,543			6,624			86,430
Total Expenses		389,829			295,533			3,980,984
Expenses waived/reimbursed by Adviser		(62,117	)		(58,004	)		(419,504	)
Net Expenses		327,712			237,529			3,561,480
Net Investment Income (Loss)		919,745			708,831			17,750,290
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		653,410			363,212			(1,417,712	)
Net change in unrealized appreciation/depreciation on investment securities		2,128,245			1,231,837			19,114,488
Net realized/unrealized gains (losses) on investments		2,781,655			1,595,049			17,696,776
Change in net assets resulting from operations	$	3,701,400		$	2,303,880		$	35,447,066

See notes to financial statements.

46

Victory Portfolios Statement of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory Strategic Income Fund
Investment Income:
Dividends	$	36,994
Interest		933,031
Securities lending (net of fees)		2,590
Total Income		972,615
Expenses:
Investment advisory fees		149,118
Administration fees		15,704
12b-1 fees — Class A Shares		40,540
12b-1 fees — Class C Shares		49,064
12b-1 fees — Class R Shares		6,854
Custodian fees		6,852
Transfer agent fees		2,167
Transfer agent fees — Class A Shares		4,372
Transfer agent fees — Class C Shares		3,467
Transfer agent fees — Class R Shares		304
Transfer agent fees — Class Y Shares		1,285
Trustees' fees		2,211
Chief Compliance Officer fees		201
Legal and audit fees		7,814
State registration and filing fees		26,842
Other expenses		7,431
Total Expenses		324,226
Expenses waived/reimbursed by Adviser		(48,950	)
Net Expenses		275,276
Net Investment Income (Loss)		697,339
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		305,834
Net realized gains (losses) from futures contracts		152,815
Net change in unrealized appreciation/depreciation on investment securities		2,445,730
Net change in unrealized appreciation/depreciation on futures contracts		(251,525	)
Net realized/unrealized gains (losses) on investments		2,652,854
Change in net assets resulting from operations	$	3,350,193

See notes to financial statements.

47

Victory Portfolios Statements of Changes in Net Assets

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	360,928		$	845,565		$	3,022,419		$	6,485,110		$	3,303,298		$	4,157,311
Net realized gains (losses) from investments		(30,971	)		(885,327	)		(2,355,174	)		(851,374	)		181,242			762,754
Net change in unrealized appreciation/ depreciation on investments		1,228,383			(528,601	)		6,382,943			(2,879,432	)		5,808,829			(5,292,005	)
Change in net assets resulting from operations		1,558,340			(568,363	)		7,050,188			2,754,304			9,293,369			(371,940	)
Distributions to Shareholders:
Class A Shares		(284,906	)		(736,699	)		(888,946	)		(2,446,294	)		(772,294	)		(1,373,046	)
Class C Shares		(26,134	)		(80,797	)		(380,485	)		(961,618	)		(510,460	)		(1,141,547	)
Class R Shares		(32,123	)		(85,278	)		(12,393	)		(29,001	)		(497,664	)		(1,084,151	)
Class Y Shares		(42,278	)		(107,033	)		(1,953,350	)		(4,911,061	)		(1,534,016	)		(613,768	)
Change in net assets resulting from distributions to shareholders		(385,441	)		(1,009,807	)		(3,235,174	)		(8,347,974	)		(3,314,434	)		(4,212,512	)
Change in net assets resulting from capital transactions		(2,053,890	)		(10,074,855	)		(56,547,082	)		(160,010,798	)		66,949,547			17,874,778
Change in net assets		(880,991	)		(11,653,025	)		(52,732,068	)		(165,604,468	)		72,928,482			13,290,326
Net Assets:
Beginning of period		34,140,180			45,793,205			339,901,017			505,505,485			81,884,456			68,594,130
End of period	$	33,259,189		$	34,140,180		$	287,168,949		$	339,901,017		$	154,812,938		$	81,884,456

(continues on next page)

See notes to financial statements.

48

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	1,042,601		$	2,431,100		$	20,964,548		$	30,744,375		$	7,192,454		$	8,578,195
Distributions reinvested		279,122			708,767			821,759			2,128,032			498,385			837,993
Cost of shares redeemed		(2,712,826	)		(9,305,764	)		(49,436,102	)		(84,318,228	)		(2,125,414	)		(6,155,194	)
Total Class A Shares	$	(1,391,103	)	$	(6,165,897	)	$	(27,649,795	)	$	(51,445,821	)	$	5,565,425		$	3,260,994
Class C Shares
Proceeds from shares issued	$	63,335		$	115,170		$	497,765		$	5,049,809		$	878,092		$	467,260
Distributions reinvested		21,996			70,118			320,247			815,577			123,911			318,084
Cost of shares redeemed		(617,732	)		(2,479,459	)		(18,023,207	)		(25,622,129	)		(1,471,824	)		(2,448,114	)
Total Class C Shares	$	(532,401	)	$	(2,294,171	)	$	(17,205,195	)	$	(19,756,743	)	$	(469,821	)	$	(1,662,770	)
Class R Shares
Proceeds from shares issued	$	116,143		$	381,014		$	74,995		$	720,436		$	135,813		$	493,060
Distributions reinvested		32,079			84,899			11,665			27,842			55,197			147,473
Cost of shares redeemed		(133,862	)		(1,072,079	)		(277,163	)		(1,248,707	)		(470,092	)		(1,182,114	)
Total Class R Shares	$	14,360		$	(606,166	)	$	(190,503	)	$	(500,429	)	$	(279,082	)	$	(541,581	)
Class Y Shares
Proceeds from shares issued	$	223,638		$	669,922		$	47,762,599		$	89,186,215		$	72,685,536		$	21,430,313
Distributions reinvested		41,151			102,539			1,604,136			4,002,004			1,366,384			485,679
Cost of shares redeemed		(409,535	)		(1,781,082	)		(60,868,324	)		(181,496,024	)		(11,918,895	)		(5,097,857	)
Total Class Y Shares	$	(144,746	)	$	(1,008,621	)	$	(11,501,589	)	$	(88,307,805	)	$	62,133,025		$	16,818,135
Change in net assets resulting from capital transactions	$	(2,053,890	)	$	(10,074,855	)	$	(56,547,082	)	$	(160,010,798	)	$	66,949,547		$	17,874,778

(continues on next page)

See notes to financial statements.

49

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		111,656			259,560			2,116,285			3,106,607			1,102,537			1,324,722
Reinvested		29,721			76,253			82,913			214,752			76,439			129,433
Redeemed		(290,627	)		(1,001,548	)		(4,995,022	)		(8,500,863	)		(328,090	)		(946,378	)
Total Class A Shares		(149,250	)		(665,735	)		(2,795,824	)		(5,179,504	)		850,886			507,777
Class C Shares
Issued		6,670			12,218			50,363			511,435			134,708			71,687
Reinvested		2,345			7,545			32,325			82,367			18,972			48,947
Redeemed		(66,217	)		(266,190	)		(1,817,852	)		(2,586,154	)		(225,743	)		(377,563	)
Total Class C Shares		(57,202	)		(246,427	)		(1,735,164	)		(1,992,352	)		(72,063	)		(256,929	)
Class R Shares
Issued		12,413			40,562			7,573			72,503			20,917			75,414
Reinvested		3,406			9,118			1,177			2,811			8,449			22,696
Redeemed		(14,389	)		(115,435	)		(28,011	)		(125,706	)		(72,126	)		(184,892	)
Total Class R Shares		1,430			(65,755	)		(19,261	)		(50,392	)		(42,760	)		(86,782	)
Class Y Shares
Issued		23,976			71,550			4,816,234			9,003,632			11,232,462			3,334,887
Reinvested		4,386			11,041			161,759			403,649			210,290			75,911
Redeemed		(44,065	)		(190,915	)		(6,151,712	)		(18,291,525	)		(1,829,025	)		(795,040	)
Total Class Y Shares		(15,703	)		(108,324	)		(1,173,719	)		(8,884,244	)		9,613,727			2,615,758
Change in Shares		(220,725	)		(1,086,241	)		(5,723,968	)		(16,106,492	)		10,349,790			2,779,824

See notes to financial statements.

50

Victory Portfolios Statements of Changes in Net Assets

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	919,745		$	2,744,685		$	708,831		$	2,264,029		$	17,750,290		$	34,678,316
Net realized gains (losses) from investments		653,410			441,470			363,212			825,294			(1,417,712	)		(2,188,784	)
Net change in unrealized appreciation/ depreciation on investments		2,128,245			(2,948,214	)		1,231,837			(3,343,476	)		19,114,488			(29,992,718	)
Change in net assets resulting from operations		3,701,400			237,941			2,303,880			(254,153	)		35,447,066			2,496,814
Distributions to Shareholders:
Class A Shares		(544,707	)		(1,674,030	)		(320,665	)		(833,535	)		(3,729,307	)		(7,767,897	)
Class C Shares		(230,476	)		(927,398	)		(273,357	)		(737,053	)		(5,222,419	)		(11,211,612	)
Class R Shares		—			—			—			—			(16,989	)		(34,879	)
Class Y Shares		(376,660	)		(1,215,244	)		(233,071	)		(693,477	)		(8,783,837	)		(15,978,424	)
Change in net assets resulting from distributions to shareholders		(1,151,843	)		(3,816,672	)		(827,093	)		(2,264,065	)		(17,752,552	)		(34,992,812	)
Change in net assets resulting from capital transactions		(2,554,390	)		(19,692,166	)		(3,583,016	)		(27,903,721	)		(31,799,746	)		(45,765,231	)
Change in net assets		(4,833	)		(23,270,897	)		(2,106,229	)		(30,421,939	)		(14,105,232	)		(78,261,229	)
Net Assets:
Beginning of period		68,238,984			91,509,881			47,447,586			77,869,525			612,395,218			690,656,447
End of period	$	68,234,151		$	68,238,984		$	45,341,357		$	47,447,586		$	598,289,986		$	612,395,218

(continues on next page)

See notes to financial statements.

51

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	3,438,912		$	3,746,017		$	3,666,499		$	1,462,753		$	42,764,582		$	45,834,320
Distributions reinvested		518,756			1,587,635			283,764			744,985			3,253,513			6,719,663
Cost of shares redeemed		(1,441,034	)		(11,426,401	)		(1,632,605	)		(10,719,172	)		(17,587,193	)		(75,051,508	)
Total Class A Shares	$	2,516,634		$	(6,092,749	)	$	2,317,658		$	(8,511,434	)	$	28,430,902		$	(22,497,525	)
Class C Shares
Proceeds from shares issued	$	139,058		$	479,938		$	207,886		$	599,566		$	3,929,961		$	19,574,341
Distributions reinvested		193,921			767,834			240,755			647,618			4,415,858			9,501,754
Cost of shares redeemed		(5,348,333	)		(8,753,995	)		(5,356,640	)		(6,270,846	)		(58,780,230	)		(71,921,531	)
Total Class C Shares	$	(5,015,354	)	$	(7,506,223	)	$	(4,907,999	)	$	(5,023,662	)	$	(50,434,411	)	$	(42,845,436	)
Class R Shares
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	94,689		$	218,439
Distributions reinvested		—			—			—			—			12,094			25,934
Cost of shares redeemed		—			—			—			—			(269,901	)		(408,718	)
Total Class R Shares	$	—		$	—		$	—		$	—		$	(163,118	)	$	(164,345	)
Class Y Shares
Proceeds from shares issued	$	1,502,557		$	4,360,518		$	489,345		$	1,879,873		$	51,998,577		$	133,354,896
Distributions reinvested		365,914			1,153,505			225,391			657,063			7,477,200			13,787,041
Cost of shares redeemed		(1,924,141	)		(11,607,217	)		(1,707,411	)		(16,905,561	)		(69,108,896	)		(127,399,862	)
Total Class Y Shares	$	(55,670	)	$	(6,093,194	)	$	(992,675	)	$	(14,368,625	)	$	(9,633,119	)	$	19,742,075
Change in net assets resulting from capital transactions	$	(2,554,390	)	$	(19,692,166	)	$	(3,583,016	)	$	(27,903,721	)	$	(31,799,746	)	$	(45,765,231	)

(continues on next page)

See notes to financial statements.

52

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		352,109			392,511			343,584			138,669			4,541,791			4,791,356
Reinvested		53,628			165,480			26,803			70,896			346,197			705,288
Redeemed		(149,143	)		(1,182,655	)		(155,683	)		(1,018,059	)		(1,869,473	)		(7,916,526	)
Total Class A Shares		256,594			(624,664	)		214,704			(808,494	)		3,018,515			(2,419,882	)
Class C Shares
Issued		14,261			49,729			19,580			57,162			418,291			2,060,999
Reinvested		20,074			80,097			22,776			61,664			469,610			996,600
Redeemed		(549,112	)		(907,537	)		(504,441	)		(597,211	)		(6,244,448	)		(7,539,753	)
Total Class C Shares		(514,777	)		(777,711	)		(462,085	)		(478,385	)		(5,356,547	)		(4,482,154	)
Class R Shares
Issued		—			—			—			—			10,108			22,917
Reinvested		—			—			—			—			1,288			2,724
Redeemed		—			—			—			—			(28,854	)		(42,619	)
Total Class R Shares		—			—			—			—			(17,458	)		(16,978	)
Class Y Shares
Issued		156,277			453,041			46,743			178,749			5,533,764			14,061,221
Reinvested		37,846			120,245			21,306			62,531			795,275			1,447,068
Redeemed		(198,955	)		(1,201,743	)		(161,788	)		(1,607,188	)		(7,351,473	)		(13,431,987	)
Total Class Y Shares		(4,832	)		(628,457	)		(93,739	)		(1,365,908	)		(1,022,434	)		2,076,302
Change in Shares		(263,015	)		(2,030,832	)		(341,120	)		(2,652,787	)		(3,377,924	)		(4,842,712	)

See notes to financial statements.

53

Victory Portfolios Statements of Changes in Net Assets

	Victory Strategic Income Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	697,339		$	1,727,890
Net realized gains (losses) from investments		458,649			(1,587,023	)
Net change in unrealized appreciation/depreciation on investments		2,194,205			(630,096	)
Change in net assets resulting from operations		3,350,193			(489,229	)
Distributions to Shareholders:
Class A Shares		(508,118	)		(1,129,828	)
Class C Shares		(115,701	)		(288,258	)
Class R Shares		(37,565	)		(83,778	)
Class Y Shares		(79,202	)		(191,276	)
Change in net assets resulting from distributions to shareholders		(740,586	)		(1,693,140	)
Change in net assets resulting from capital transactions		(1,269,431	)		(7,720,233	)
Change in net assets		1,340,176			(9,902,602	)
Net Assets:
Beginning of period		49,833,310			59,735,912
End of period	$	51,173,486		$	49,833,310

(continues on next page)

See notes to financial statements.

54

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Strategic Income Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	658,354		$	675,278
Distributions reinvested		78,140			198,500
Cost of shares redeemed		(610,080	)		(2,400,693	)
Total Class A Shares	$	126,414		$	(1,526,915	)
Class C Shares
Proceeds from shares issued	$	189,496		$	1,070,368
Distributions reinvested		87,229			226,185
Cost of shares redeemed		(1,442,069	)		(2,276,130	)
Total Class C Shares	$	(1,165,344	)	$	(979,577	)
Class R Shares
Proceeds from shares issued	$	5,419		$	9,743
Distributions reinvested		4,941			13,196
Cost of shares redeemed		(80,368	)		(73,239	)
Total Class R Shares	$	(70,008	)	$	(50,300	)
Class Y Shares
Proceeds from shares issued	$	158,184		$	412,952
Distributions reinvested		38,514			103,535
Cost of shares redeemed		(357,191	)		(5,679,928	)
Total Class Y Shares	$	(160,493	)	$	(5,163,441	)
Change in net assets resulting from capital transactions	$	(1,269,431	)	$	(7,720,233	)
Share Transactions:
Class A Shares
Issued		65,318			67,828
Reinvested		7,803			20,169
Redeemed		(61,117	)		(244,021	)
Total Class A Shares		12,004			(156,024	)
Class C Shares
Issued		19,089			106,921
Reinvested		8,670			22,876
Redeemed		(144,119	)		(230,950	)
Total Class C Shares		(116,360	)		(101,153	)
Class R Shares
Issued		542			982
Reinvested		491			1,334
Redeemed		(8,111	)		(7,448	)
Total Class R Shares		(7,078	)		(5,132	)
Class Y Shares
Issued		15,846			42,123
Reinvested		3,869			10,562
Redeemed		(36,174	)		(566,546	)
Total Class Y Shares		(16,459	)		(513,861	)
Change in Shares		(127,893	)		(776,170	)

See notes to financial statements.

55

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	9.26		0.11		0.33			0.44			(0.11	)		—
Year Ended 12/31/18	$	9.59		0.21		(0.29	)		(0.08	)		(0.25	)		—
Year Ended 12/31/17	$	9.48		0.18		0.16			0.34			(0.23	)		—
Year Ended 12/31/16	$	9.57		0.22		0.16			0.38			(0.23	)		(0.24	)
Year Ended 12/31/15	$	10.16		0.31		(0.38	)		(0.07	)		(0.30	)		(0.22	)
Year Ended 12/31/14	$	10.01		0.30		0.26			0.56			(0.30	)		(0.11	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.25		0.07		0.33			0.40			(0.07	)		—
Year Ended 12/31/18	$	9.58		0.13		(0.29	)		(0.16	)		(0.17	)		—
Year Ended 12/31/17	$	9.47		0.10		0.16			0.26			(0.15	)		—
Year Ended 12/31/16	$	9.56		0.14		0.16			0.30			(0.15	)		(0.24	)
Year Ended 12/31/15	$	10.16		0.22		(0.38	)		(0.16	)		(0.22	)		(0.22	)
Year Ended 12/31/14	$	10.01		0.22		0.26			0.48			(0.22	)		(0.11	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.28		0.09		0.33			0.42			(0.09	)		—
Year Ended 12/31/18	$	9.61		0.18		(0.30	)		(0.12	)		(0.21	)		—
Year Ended 12/31/17	$	9.50		0.14		0.16			0.30			(0.19	)		—
Year Ended 12/31/16	$	9.58		0.19		0.17			0.36			(0.20	)		(0.24	)
Year Ended 12/31/15	$	10.18		0.27		(0.39	)		(0.12	)		(0.26	)		(0.22	)
Year Ended 12/31/14	$	10.02		0.26		0.27			0.53			(0.26	)		(0.11	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	9.25		0.12		0.33			0.45			(0.12	)		—
Year Ended 12/31/18	$	9.58		0.23		(0.29	)		(0.06	)		(0.27	)		—
Year Ended 12/31/17	$	9.47		0.20		0.16			0.36			(0.25	)		—
Year Ended 12/31/16	$	9.56		0.25		0.16			0.41			(0.26	)		(0.24	)
Year Ended 12/31/15	$	10.17		0.32		(0.39	)		(0.07	)		(0.32	)		(0.22	)
Year Ended 12/31/14	$	10.02		0.33		0.26			0.59			(0.33	)		(0.11	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

56

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)		(0.11	)	$	9.59		4.82	%		0.90	%		2.29	%		1.20	%	$	23,488		56	%
Year Ended 12/31/18		(0.25	)	$	9.26		(0.80	)%		0.90	%		2.27	%		1.13	%	$	24,049		115	%
Year Ended 12/31/17		(0.23	)	$	9.59		3.62	%		0.90	%		1.86	%		1.07	%	$	31,306		70	%
Year Ended 12/31/16		(0.47	)	$	9.48		4.01	%		0.90	%		2.29	%		1.14	%	$	40,510		148	%
Year Ended 12/31/15		(0.52	)	$	9.57		(0.74	)%		0.90	%		3.06	%		1.07	%	$	51,747		73	%
Year Ended 12/31/14		(0.41	)	$	10.16		5.67	%		0.88	%		2.98	%		1.05	%	$	73,618		51	%
Class C
Six Months Ended 6/30/19 (unaudited)		(0.07	)	$	9.58		4.37	%		1.77	%		1.42	%		2.20	%	$	3,218		56	%
Year Ended 12/31/18		(0.17	)	$	9.25		(1.66	)%		1.77	%		1.42	%		2.10	%	$	3,634		115	%
Year Ended 12/31/17		(0.15	)	$	9.58		2.74	%		1.77	%		0.99	%		1.91	%	$	6,127		70	%
Year Ended 12/31/16		(0.39	)	$	9.47		3.11	%		1.77	%		1.42	%		1.92	%	$	8,915		148	%
Year Ended 12/31/15		(0.44	)	$	9.56		(1.70	)%		1.77	%		2.19	%		1.85	%	$	10,510		73	%
Year Ended 12/31/14		(0.33	)	$	10.16		4.81	%		1.71	%		2.16	%		1.88	%	$	15,377		51	%
Class R
Six Months Ended 6/30/19 (unaudited)		(0.09	)	$	9.61		4.59	%		1.30	%		1.88	%		1.84	%	$	3,321		56	%
Year Ended 12/31/18		(0.21	)	$	9.28		(1.20	)%		1.30	%		1.88	%		1.69	%	$	3,192		115	%
Year Ended 12/31/17		(0.19	)	$	9.61		3.16	%		1.30	%		1.44	%		1.65	%	$	3,940		70	%
Year Ended 12/31/16		(0.44	)	$	9.50		3.71	%		1.30	%		1.90	%		1.44	%	$	4,477		148	%
Year Ended 12/31/15		(0.48	)	$	9.58		(1.24	)%		1.30	%		2.65	%		1.45	%	$	5,568		73	%
Year Ended 12/31/14		(0.37	)	$	10.18		5.36	%		1.28	%		2.57	%		1.46	%	$	7,821		51	%
Class Y
Six Months Ended 6/30/19 (unaudited)		(0.12	)	$	9.58		4.95	%		0.66	%		2.53	%		1.22	%	$	3,232		56	%
Year Ended 12/31/18		(0.27	)	$	9.25		(0.56	)%		0.66	%		2.51	%		1.12	%	$	3,265		115	%
Year Ended 12/31/17		(0.25	)	$	9.58		3.87	%		0.66	%		2.09	%		0.98	%	$	4,421		70	%
Year Ended 12/31/16		(0.50	)	$	9.47		4.26	%		0.66	%		2.53	%		0.94	%	$	6,133		148	%
Year Ended 12/31/15		(0.54	)	$	9.56		(0.73	)%		0.66	%		3.19	%		0.86	%	$	5,557		73	%
Year Ended 12/31/14		(0.44	)	$	10.17		5.91	%		0.66	%		3.20	%		0.78	%	$	33,519		51	%

See notes to financial statements.

57

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments		Total Distributions to Shareholders
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	9.86		0.10		0.13			0.23			(0.10	)		—		(0.10	)
Year Ended 12/31/18	$	9.99		0.16		(0.08	)		0.08			(0.21	)		—		(0.21	)
Year Ended 12/31/17	$	10.03		0.12		0.02			0.14			(0.18	)		—		(0.18	)
Year Ended 12/31/16	$	9.95		0.12		0.06			0.18			(0.10	)		—		(0.10	)
Year Ended 12/31/15	$	10.03		0.14		(0.09	)		0.05			(0.13	)		—		(0.13	)
Year Ended 12/31/14	$	10.13		0.18		(0.10	)		0.08			(0.18	)		—		(0.18	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.85		0.06		0.14			0.20			(0.07	)		—		(0.07	)
Year Ended 12/31/18	$	9.99		0.09		(0.09	)		—	(f)		(0.14	)		—		(0.14	)
Year Ended 12/31/17	$	10.02		0.04		0.03			0.07			(0.10	)		—		(0.10	)
Year Ended 12/31/16	$	9.95		0.04		0.05			0.09			(0.02	)		—		(0.02	)
Year Ended 12/31/15	$	10.03		0.06		(0.08	)		(0.02	)		(0.06	)		—		(0.06	)
Year Ended 12/31/14	$	10.13		0.10		(0.10	)		—	(f)		(0.10	)		—		(0.10	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

(h)  Amount is less than 0.005%.

See notes to financial statements.

58

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	9.99		2.30	%		0.85	%		2.02	%		0.96	%	$	69,534		16	%
Year Ended 12/31/18		—		$	9.86		0.73	%		0.85	%		1.66	%		0.90	%	$	96,210		45	%
Year Ended 12/31/17		—		$	9.99		1.47	%		0.85	%		1.21	%		0.90	%	$	149,287		62	%
Year Ended 12/31/16		—	(f)	$	10.03		1.80	%(g)		0.85	%		1.21	%		0.89	%	$	214,825		49	%
Year Ended 12/31/15		—		$	9.95		0.52	%		0.84	%		1.38	%		0.85	%	$	314,347		36	%
Year Ended 12/31/14		—		$	10.03		0.74	%		0.90	%		1.75	%		0.90	%	$	373,706		38	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	9.98		2.02	%		1.62	%		1.25	%		1.71	%	$	45,593		16	%
Year Ended 12/31/18		—		$	9.85		(0.04	)%		1.62	%		0.88	%		1.68	%	$	62,103		45	%
Year Ended 12/31/17		—		$	9.99		0.70	%		1.62	%		0.44	%		1.65	%	$	82,847		62	%
Year Ended 12/31/16		—	(f)	$	10.02		0.94	%(g)		1.62	%		0.44	%		1.65	%	$	117,544		49	%
Year Ended 12/31/15		—		$	9.95		(0.20	)%		1.61	%		0.62	%		1.62	%	$	154,056		36	%
Year Ended 12/31/14		—		$	10.03		—	(h)		1.64	%		1.00	%		1.64	%	$	191,970		38	%

(continues on next page)

See notes to financial statements.

59

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities							Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities		Net Investment Income			Net Realized Gains from Investments		Total Distributions to Shareholders
Victory INCORE Low Duration Bond Fund
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.86		0.08		0.12			0.20		(0.08	)		—		(0.08	)
Year Ended 12/31/18	$	9.99		0.12		(0.08	)		0.04		(0.17	)		—		(0.17	)
Year Ended 12/31/17	$	10.02		0.08		0.03			0.11		(0.14	)		—		(0.14	)
Year Ended 12/31/16	$	9.95		0.08		0.05			0.13		(0.06	)		—		(0.06	)
Year Ended 12/31/15	$	10.03		0.10		(0.09	)		0.01		(0.09	)		—		(0.09	)
Year Ended 12/31/14	$	10.13		0.13		(0.10	)		0.03		(0.13	)		—		(0.13	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	9.86		0.11		0.14			0.25		(0.12	)		—		(0.12	)
Year Ended 12/31/18	$	10.00		0.19		(0.10	)		0.09		(0.23	)		—		(0.23	)
Year Ended 12/31/17	$	10.03		0.15		0.02			0.17		(0.20	)		—		(0.20	)
Year Ended 12/31/16	$	9.95		0.14		0.06			0.20		(0.12	)		—		(0.12	)
Year Ended 12/31/15	$	10.03		0.16		(0.08	)		0.08		(0.16	)		—		(0.16	)
Year Ended 12/31/14	$	10.13		0.20		(0.10	)		0.10		(0.20	)		—		(0.20	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

(h)  Amount is less than 0.005%.

See notes to financial statements.

60

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Low Duration Bond Fund
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	9.98		2.19	%		1.27	%		1.58	%		2.04	%	$	1,382		16	%
Year Ended 12/31/18		—		$	9.85		0.31	%		1.27	%		1.20	%		1.87	%	$	1,554		45	%
Year Ended 12/31/17		—		$	9.99		1.05	%		1.27	%		0.79	%		1.68	%	$	2,078		62	%
Year Ended 12/31/16		—	(f)	$	10.02		1.33	%(g)		1.23	%		0.83	%		1.25	%	$	2,583		49	%
Year Ended 12/31/15		—		$	9.95		0.12	%		1.26	%		0.96	%		1.27	%	$	3,925		36	%
Year Ended 12/31/14		—		$	10.03		0.31	%		1.33	%		1.31	%		1.33	%	$	5,001		38	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	9.99		2.52	%		0.62	%		2.22	%		0.71	%	$	170,660		16	%
Year Ended 12/31/18		—		$	9.86		0.96	%		0.62	%		1.87	%		0.68	%	$	180,035		45	%
Year Ended 12/31/17		—		$	10.00		1.71	%		0.62	%		1.44	%		0.65	%	$	271,294		62	%
Year Ended 12/31/16		—	(f)	$	10.03		2.04	%(g)		0.60	%		1.42	%		0.63	%	$	334,841		49	%
Year Ended 12/31/15		—		$	9.95		0.74	%		0.61	%		1.60	%		0.62	%	$	367,112		36	%
Year Ended 12/31/14		—		$	10.03		1.04	%		0.61	%		2.02	%		0.61	%	$	407,382		38	%

See notes to financial statements.

61

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory High Yield Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	6.20		0.19		0.39			0.58			(0.19	)		—
Year Ended 12/31/18	$	6.57		0.39		(0.37	)		0.02			(0.39	)		—
Year Ended 12/31/17	$	6.34		0.39		0.22			0.61			(0.38	)		—
Year Ended 12/31/16	$	5.85		0.38		0.49			0.87			(0.38	)		—
Year Ended 12/31/15	$	6.52		0.40		(0.67	)		(0.27	)		(0.40	)		—
Year Ended 12/31/14	$	7.31		0.41		(0.47	)		(0.06	)		(0.41	)		(0.32	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	6.21		0.16		0.39			0.55			(0.16	)		—
Year Ended 12/31/18	$	6.58		0.34		(0.36	)		(0.02	)		(0.35	)		—
Year Ended 12/31/17	$	6.35		0.34		0.23			0.57			(0.34	)		—
Year Ended 12/31/16	$	5.86		0.34		0.49			0.83			(0.34	)		—
Year Ended 12/31/15	$	6.53		0.35		(0.67	)		(0.32	)		(0.35	)		—
Year Ended 12/31/14	$	7.32		0.36		(0.47	)		(0.11	)		(0.36	)		(0.32	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	6.22		0.18		0.38			0.56			(0.18	)		—
Year Ended 12/31/18	$	6.59		0.37		(0.37	)		—	(f)		(0.37	)		—
Year Ended 12/31/17	$	6.35		0.37		0.23			0.60			(0.36	)		—
Year Ended 12/31/16	$	5.87		0.36		0.48			0.84			(0.36	)		—
Year Ended 12/31/15	$	6.54		0.37		(0.66	)		(0.29	)		(0.38	)		—
Year Ended 12/31/14	$	7.33		0.38		(0.47	)		(0.09	)		(0.38	)		(0.32	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	6.17		0.19		0.38			0.57			(0.19	)		—
Year Ended 12/31/18	$	6.54		0.41		(0.37	)		0.04			(0.41	)		—
Year Ended 12/31/17	$	6.31		0.40		0.23			0.63			(0.40	)		—
Year Ended 12/31/16	$	5.82		0.39		0.49			0.88			(0.39	)		—
Year Ended 12/31/15	$	6.49		0.41		(0.67	)		(0.26	)		(0.41	)		—
Year Ended 12/31/14	$	7.27		0.44		(0.48	)		(0.04	)		(0.42	)		(0.32	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

See notes to financial statements.

62

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory High Yield Fund
Class A
Six Months Ended 6/30/19 (unaudited)		(0.19	)	$	6.59		9.21	%		1.00	%		5.78	%		1.10	%	$	30,880		54	%
Year Ended 12/31/18		(0.39	)	$	6.20		0.28	%		1.00	%		6.01	%		1.12	%	$	23,797		87	%
Year Ended 12/31/17		(0.38	)	$	6.57		9.93	%		1.00	%		5.99	%		1.13	%	$	21,882		174	%
Year Ended 12/31/16		(0.38	)	$	6.34		15.40	%		1.00	%		6.32	%		1.18	%	$	25,530		165	%
Year Ended 12/31/15		(0.40	)	$	5.85		(4.51	)%		1.00	%		6.16	%		1.16	%	$	26,608		151	%
Year Ended 12/31/14		(0.73	)	$	6.52		(1.01	)%		0.98	%		5.52	%		1.16	%	$	34,339		221	%
Class C
Six Months Ended 6/30/19 (unaudited)		(0.16	)	$	6.60		8.98	%		1.70	%		5.06	%		1.82	%	$	20,164		54	%
Year Ended 12/31/18		(0.35	)	$	6.21		(0.43	)%		1.70	%		5.29	%		1.84	%	$	19,432		87	%
Year Ended 12/31/17		(0.34	)	$	6.58		9.19	%		1.70	%		5.27	%		1.84	%	$	22,283		174	%
Year Ended 12/31/16		(0.34	)	$	6.35		14.58	%		1.70	%		5.61	%		1.91	%	$	22,498		165	%
Year Ended 12/31/15		(0.35	)	$	5.86		(5.16	)%		1.70	%		5.47	%		1.90	%	$	22,138		151	%
Year Ended 12/31/14		(0.68	)	$	6.53		(1.70	)%		1.70	%		4.85	%		1.90	%	$	27,780		221	%
Class R
Six Months Ended 6/30/19 (unaudited)		(0.18	)	$	6.60		9.00	%		1.33	%		5.43	%		1.33	%	$	18,406		54	%
Year Ended 12/31/18		(0.37	)	$	6.22		(0.07	)%		1.35	%		5.64	%		1.35	%	$	17,595		87	%
Year Ended 12/31/17		(0.36	)	$	6.59		9.64	%		1.35	%		5.61	%		1.36	%	$	19,217		174	%
Year Ended 12/31/16		(0.36	)	$	6.35		14.78	%		1.35	%		5.96	%		1.45	%	$	18,742		165	%
Year Ended 12/31/15		(0.38	)	$	5.87		(4.82	)%		1.35	%		5.82	%		1.51	%	$	18,042		151	%
Year Ended 12/31/14		(0.70	)	$	6.54		(1.35	)%		1.35	%		5.20	%		1.52	%	$	21,109		221	%
Class Y
Six Months Ended 6/30/19 (unaudited)		(0.19	)	$	6.55		9.38	%		0.76	%		6.03	%		0.83	%	$	85,363		54	%
Year Ended 12/31/18		(0.41	)	$	6.17		0.52	%		0.76	%		6.32	%		0.97	%	$	21,060		87	%
Year Ended 12/31/17		(0.40	)	$	6.54		10.24	%		0.76	%		6.27	%		1.04	%	$	5,213		174	%
Year Ended 12/31/16		(0.39	)	$	6.31		15.72	%		0.76	%		6.54	%		1.00	%	$	6,938		165	%
Year Ended 12/31/15		(0.41	)	$	5.82		(4.34	)%		0.76	%		6.36	%		0.95	%	$	6,047		151	%
Year Ended 12/31/14		(0.74	)	$	6.49		(0.63	)%		0.76	%		5.90	%		0.90	%	$	13,830		221	%

See notes to financial statements.

63

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Tax-Exempt Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	9.47		0.13		0.40			0.53			(0.17	)		—
Year Ended 12/31/18	$	9.91		0.36		(0.30	)		0.06			(0.36	)		(0.14	)
Year Ended 12/31/17	$	9.65		0.36		0.39			0.75			(0.37	)		(0.12	)
Year Ended 12/31/16	$	10.53		0.35		(0.49	)		(0.14	)		(0.35	)		(0.39	)
Year Ended 12/31/15	$	10.83		0.35		(0.05	)		0.30			(0.35	)		(0.25	)
Year Ended 12/31/14	$	10.30		0.33		0.53			0.86			(0.33	)		—
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.47		0.11		0.37			0.48			(0.13	)		—
Year Ended 12/31/18	$	9.90		0.28		(0.29	)		(0.01	)		(0.28	)		(0.14	)
Year Ended 12/31/17	$	9.65		0.29		0.37			0.66			(0.29	)		(0.12	)
Year Ended 12/31/16	$	10.53		0.26		(0.48	)		(0.22	)		(0.27	)		(0.39	)
Year Ended 12/31/15	$	10.82		0.26		(0.04	)		0.22			(0.26	)		(0.25	)
Year Ended 12/31/14	$	10.30		0.24		0.52			0.76			(0.24	)		—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	9.46		0.14		0.39			0.53			(0.17	)		—
Year Ended 12/31/18	$	9.90		0.37		(0.30	)		0.07			(0.37	)		(0.14	)
Year Ended 12/31/17	$	9.65		0.37		0.38			0.75			(0.38	)		(0.12	)
Year Ended 12/31/16	$	10.52		0.36		(0.48	)		(0.12	)		(0.36	)		(0.39	)
Year Ended 12/31/15	$	10.82		0.36		(0.05	)		0.31			(0.36	)		(0.25	)
Year Ended 12/31/14	$	10.29		0.34		0.53			0.87			(0.34	)		—

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

64

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)			Portfolio Turnover(b)(e)
Victory Tax-Exempt Fund
Class A
Six Months Ended 6/30/19 (unaudited)		(0.17	)	$	9.83		5.53	%		0.80	%		2.80	%		1.01	%	$	33,648			48	%
Year Ended 12/31/18		(0.50	)	$	9.47		0.69	%		0.80	%		3.68	%		0.97	%	$	29,993			42	%
Year Ended 12/31/17		(0.49	)	$	9.91		7.89	%		0.80	%		3.70	%		0.96	%	$	37,570			84	%
Year Ended 12/31/16		(0.74	)	$	9.65		(1.40	)%		0.80	%		3.30	%		0.95	%	$	54,658			39	%
Year Ended 12/31/15		(0.60	)	$	10.53		2.76	%		0.80	%		3.22	%		0.93	%	$	90,301			39	%
Year Ended 12/31/14		(0.33	)	$	10.83		8.39	%		0.80	%		3.05	%		0.96	%	$	102,716			14	%
Class C
Six Months Ended 6/30/19 (unaudited)		(0.13	)	$	9.82		5.12	%		1.60	%		2.20	%		1.81	%	$	13,608			48	%
Year Ended 12/31/18		(0.42	)	$	9.47		(0.01	)%		1.60	%		2.88	%		1.78	%	$	17,986			42	%
Year Ended 12/31/17		(0.41	)	$	9.90		6.92	%		1.60	%		2.89	%		1.74	%	$	26,520			84	%
Year Ended 12/31/16		(0.66	)	$	9.65		(2.19	)%		1.60	%		2.51	%		1.71	%	$	33,369			39	%
Year Ended 12/31/15		(0.51	)	$	10.53		2.04	%		1.60	%		2.43	%		1.70	%	$	43,404			39	%
Year Ended 12/31/14		(0.24	)	$	10.82		7.44	%		1.60	%		2.26	%		1.72	%	$	53,042			14	%
Class Y
Six Months Ended 6/30/19 (unaudited)		(0.17	)	$	9.82		5.70	%		0.69	%		2.97	%		0.82	%	$	20,978			48	%
Year Ended 12/31/18		(0.51	)	$	9.46		0.80	%		0.69	%		3.79	%		0.77	%	$	20,260			42	%
Year Ended 12/31/17		(0.50	)	$	9.90		7.90	%		0.69	%		3.80	%		0.73	%	$	27,420	��		84	%
Year Ended 12/31/16		(0.75	)	$	9.65		(1.20	)%		0.69	%		3.41	%		0.71	%	$	31,762			39	%
Year Ended 12/31/15		(0.61	)	$	10.52		2.87	%		0.69	%		3.33	%		0.71	%	$	52,012			39	%
Year Ended 12/31/14		(0.34	)	$	10.82		8.53	%		0.69	%		3.18	%		0.69	%	$	75,047			14	%

See notes to financial statements.

65

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory High Income Municipal Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	10.39		0.17		0.37			0.54			(0.20	)		(0.20	)	$	10.73		5.26	%
Year Ended 12/31/18	$	10.79		0.43		(0.40	)		0.03			(0.43	)		(0.43	)	$	10.39		0.34	%
Year Ended 12/31/17	$	10.35		0.46		0.44			0.90			(0.46	)		(0.46	)	$	10.79		8.85	%
Year Ended 12/31/16	$	10.89		0.44		(0.54	)		(0.10	)		(0.44	)		(0.44	)	$	10.35		(1.04	)%
Year Ended 12/31/15	$	10.84		0.43		0.05			0.48			(0.43	)		(0.43	)	$	10.89		4.51	%
Year Ended 12/31/14	$	10.00		0.45		0.84			1.29			(0.45	)		(0.45	)	$	10.84		13.09	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	10.39		0.14		0.36			0.50			(0.16	)		(0.16	)	$	10.73		4.86	%
Year Ended 12/31/18	$	10.79		0.35		(0.40	)		(0.05	)		(0.35	)		(0.35	)	$	10.39		(0.43	)%
Year Ended 12/31/17	$	10.35		0.38		0.44			0.82			(0.38	)		(0.38	)	$	10.79		8.01	%
Year Ended 12/31/16	$	10.89		0.36		(0.54	)		(0.18	)		(0.36	)		(0.36	)	$	10.35		(1.79	)%
Year Ended 12/31/15	$	10.84		0.35		0.05			0.40			(0.35	)		(0.35	)	$	10.89		3.71	%
Year Ended 12/31/14	$	10.00		0.37		0.84			1.21			(0.37	)		(0.37	)	$	10.84		12.22	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	10.39		0.19		0.36			0.55			(0.21	)		(0.21	)	$	10.73		5.38	%
Year Ended 12/31/18	$	10.79		0.46		(0.40	)		0.06			(0.46	)		(0.46	)	$	10.39		0.57	%
Year Ended 12/31/17	$	10.35		0.48		0.44			0.92			(0.48	)		(0.48	)	$	10.79		9.10	%
Year Ended 12/31/16	$	10.89		0.47		(0.54	)		(0.07	)		(0.47	)		(0.47	)	$	10.35		(0.81	)%
Year Ended 12/31/15	$	10.84		0.45		0.05			0.50			(0.45	)		(0.45	)	$	10.89		4.75	%
Year Ended 12/31/14	$	10.00		0.47		0.84			1.31			(0.47	)		(0.47	)	$	10.84		13.37	%

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

66

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory High Income Municipal Bond Fund
Class A
Six Months Ended 6/30/19 (unaudited)		0.80	%		3.25	%		1.06	%	$	19,325		29	%
Year Ended 12/31/18		0.80	%		4.13	%		1.02	%	$	16,483		48	%
Year Ended 12/31/17		0.80	%		4.31	%		0.96	%	$	25,831		66	%
Year Ended 12/31/16		0.80	%		4.02	%		0.96	%	$	32,943		49	%
Year Ended 12/31/15		0.80	%		3.96	%		0.95	%	$	48,485		53	%
Year Ended 12/31/14		0.78	%		4.26	%		1.02	%	$	50,341		25	%
Class C
Six Months Ended 6/30/19 (unaudited)		1.57	%		2.65	%		1.81	%	$	14,956		29	%
Year Ended 12/31/18		1.57	%		3.35	%		1.78	%	$	19,282		48	%
Year Ended 12/31/17		1.57	%		3.54	%		1.73	%	$	25,175		66	%
Year Ended 12/31/16		1.57	%		3.26	%		1.73	%	$	29,563		49	%
Year Ended 12/31/15		1.57	%		3.19	%		1.73	%	$	36,190		53	%
Year Ended 12/31/14		1.55	%		3.50	%		1.77	%	$	35,996		25	%
Class Y
Six Months Ended 6/30/19 (unaudited)		0.57	%		3.59	%		0.84	%	$	11,060		29	%
Year Ended 12/31/18		0.57	%		4.36	%		0.78	%	$	11,683		48	%
Year Ended 12/31/17		0.57	%		4.55	%		0.73	%	$	26,864		66	%
Year Ended 12/31/16		0.57	%		4.26	%		0.72	%	$	36,603		49	%
Year Ended 12/31/15		0.57	%		4.18	%		0.73	%	$	43,024		53	%
Year Ended 12/31/14		0.54	%		4.49	%		0.73	%	$	34,630		25	%

See notes to financial statements.

67

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory Floating Rate Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	9.13		0.28		0.26			0.54			(0.28	)		(0.28	)	$	9.39		5.92	%
Year Ended 12/31/18	$	9.60		0.52		(0.47	)		0.05			(0.52	)		(0.52	)	$	9.13		0.43	%
Year Ended 12/31/17	$	9.71		0.46		(0.10	)		0.36			(0.47	)		(0.47	)	$	9.60		3.76	%
Year Ended 12/31/16	$	9.08		0.46		0.63			1.09			(0.46	)		(0.46	)	$	9.71		12.35	%
Year Ended 12/31/15	$	9.82		0.46		(0.74	)		(0.28	)		(0.46	)		(0.46	)	$	9.08		(3.03	)%
Year Ended 12/31/14	$	10.34		0.42		(0.52	)		(0.10	)		(0.42	)		(0.42	)	$	9.82		(1.09	)%
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.14		0.24		0.26			0.50			(0.24	)		(0.24	)	$	9.40		5.51	%
Year Ended 12/31/18	$	9.61		0.44		(0.47	)		(0.03	)		(0.44	)		(0.44	)	$	9.14		(0.38	)%
Year Ended 12/31/17	$	9.72		0.38		(0.10	)		0.28			(0.39	)		(0.39	)	$	9.61		2.93	%
Year Ended 12/31/16	$	9.08		0.39		0.64			1.03			(0.39	)		(0.39	)	$	9.72		11.57	%
Year Ended 12/31/15	$	9.83		0.38		(0.75	)		(0.37	)		(0.38	)		(0.38	)	$	9.08		(3.91	)%
Year Ended 12/31/14	$	10.34		0.34		(0.51	)		(0.17	)		(0.34	)		(0.34	)	$	9.83		(1.76	)%
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.13		0.25		0.26			0.51			(0.25	)		(0.25	)	$	9.39		5.63	%
Year Ended 12/31/18	$	9.60		0.46		(0.46	)		—	(f)		(0.47	)		(0.47	)	$	9.13		(0.13	)%
Year Ended 12/31/17	$	9.72		0.41		(0.12	)		0.29			(0.41	)		(0.41	)	$	9.60		3.07	%
Year Ended 12/31/16	$	9.08		0.42		0.63			1.05		��	(0.41	)		(0.41	)	$	9.72		11.88	%
Year Ended 12/31/15	$	9.83		0.41		(0.75	)		(0.34	)		(0.41	)		(0.41	)	$	9.08		(3.62	)%
Year Ended 12/31/14	$	10.34		0.36		(0.51	)		(0.15	)		(0.36	)		(0.36	)	$	9.83		(1.50	)%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	9.14		0.29		0.26			0.55			(0.29	)		(0.29	)	$	9.40		5.93	%
Year Ended 12/31/18	$	9.61		0.54		(0.47	)		0.07			(0.54	)		(0.54	)	$	9.14		0.64	%
Year Ended 12/31/17	$	9.72		0.48		(0.10	)		0.38			(0.49	)		(0.49	)	$	9.61		3.98	%
Year Ended 12/31/16	$	9.08		0.49		0.63			1.12			(0.48	)		(0.48	)	$	9.72		12.71	%
Year Ended 12/31/15	$	9.83		0.48		(0.75	)		(0.27	)		(0.48	)		(0.48	)	$	9.08		(2.91	)%
Year Ended 12/31/14	$	10.34		0.44		(0.51	)		(0.07	)		(0.44	)		(0.44	)	$	9.83		(0.75	)%

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

See notes to financial statements.

68

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Floating Rate Fund
Class A
Six Months Ended 6/30/19 (unaudited)		1.00	%		5.98	%		1.16	%	$	150,447		17	%
Year Ended 12/31/18		1.00	%		5.41	%		1.14	%	$	118,672		48	%
Year Ended 12/31/17		1.00	%		4.76	%		1.10	%	$	148,060		57	%
Year Ended 12/31/16		1.00	%		4.95	%		1.11	%	$	221,022		56	%
Year Ended 12/31/15		1.00	%		4.71	%		1.06	%	$	227,240		29	%
Year Ended 12/31/14		0.99	%		4.02	%		1.08	%	$	335,081		39	%
Class C
Six Months Ended 6/30/19 (unaudited)		1.80	%		5.15	%		1.92	%	$	167,231		17	%
Year Ended 12/31/18		1.80	%		4.60	%		1.90	%	$	211,462		48	%
Year Ended 12/31/17		1.80	%		3.97	%		1.87	%	$	265,486		57	%
Year Ended 12/31/16		1.80	%		4.18	%		1.89	%	$	341,169		56	%
Year Ended 12/31/15		1.80	%		3.92	%		1.85	%	$	399,361		29	%
Year Ended 12/31/14		1.79	%		3.28	%		1.85	%	$	585,818		39	%
Class R
Six Months Ended 6/30/19 (unaudited)		1.56	%		5.41	%		3.30	%	$	572		17	%
Year Ended 12/31/18		1.56	%		4.84	%		2.99	%	$	716		48	%
Year Ended 12/31/17		1.56	%		4.20	%		2.26	%	$	916		57	%
Year Ended 12/31/16		1.53	%		4.48	%		1.53	%	$	1,319		56	%
Year Ended 12/31/15		1.52	%		4.22	%		1.52	%	$	1,920		29	%
Year Ended 12/31/14		1.55	%		3.52	%		1.58	%	$	2,340		39	%
Class Y
Six Months Ended 6/30/19 (unaudited)		0.78	%		6.18	%		0.91	%	$	280,040		17	%
Year Ended 12/31/18		0.78	%		5.64	%		0.89	%	$	281,545		48	%
Year Ended 12/31/17		0.78	%		4.99	%		0.88	%	$	276,195		57	%
Year Ended 12/31/16		0.78	%		5.21	%		0.88	%	$	370,035		56	%
Year Ended 12/31/15		0.78	%		4.91	%		0.84	%	$	471,827		29	%
Year Ended 12/31/14		0.77	%		4.31	%		0.82	%	$	927,644		39	%

See notes to financial statements.

69

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory Strategic Income Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	9.74		0.15		0.52			0.67			(0.15	)		—			—
Year Ended 12/31/18	$	10.14		0.34		(0.41	)		(0.07	)		(0.33	)		—			—
Year Ended 12/31/17	$	9.99		0.33		0.17			0.50			(0.35	)		—			—
Year Ended 12/31/16	$	9.68		0.23		0.36			0.59			(0.27	)		—			(0.01	)
Year Ended 12/31/15	$	10.10		0.31		(0.40	)		(0.09	)		(0.32	)		(0.01	)		—
Year Ended 12/31/14	$	10.33		0.31		(0.10	)		0.21			(0.33	)		(0.11	)		—
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.79		0.11		0.53			0.64			(0.12	)		—			—
Year Ended 12/31/18	$	10.19		0.26		(0.41	)		(0.15	)		(0.25	)		—			—
Year Ended 12/31/17	$	10.04		0.25		0.17			0.42			(0.27	)		—			—
Year Ended 12/31/16	$	9.72		0.15		0.38			0.53			(0.20	)		—			(0.01	)
Year Ended 12/31/15	$	10.15		0.23		(0.40	)		(0.17	)		(0.25	)		(0.01	)		—
Year Ended 12/31/14	$	10.38		0.24		(0.11	)		0.13			(0.25	)		(0.11	)		—

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

70

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Strategic Income Fund
Class A
Six Months Ended 6/30/19 (unaudited)		(0.15	)	$	10.26		6.98	%		0.95	%		2.96	%		1.10	%	$	33,887		64	%
Year Ended 12/31/18		(0.33	)	$	9.74		(0.66	)%		0.95	%		3.46	%		1.09	%	$	32,053		115	%
Year Ended 12/31/17		(0.35	)	$	10.14		5.12	%		0.95	%		3.24	%		1.07	%	$	34,957		138	%
Year Ended 12/31/16		(0.28	)	$	9.99		6.20	%		0.95	%		2.28	%		1.17	%	$	37,121		79	%
Year Ended 12/31/15		(0.33	)	$	9.68		(0.93	)%		0.95	%		3.05	%		1.16	%	$	37,845		41	%
Year Ended 12/31/14		(0.44	)	$	10.10		2.03	%		0.92	%		3.08	%		1.14	%	$	48,790		87	%
Class C
Six Months Ended 6/30/19 (unaudited)		(0.12	)	$	10.31		6.55	%		1.74	%		2.17	%		1.98	%	$	9,565		64	%
Year Ended 12/31/18		(0.25	)	$	9.79		(1.45	)%		1.74	%		2.65	%		1.97	%	$	10,221		115	%
Year Ended 12/31/17		(0.27	)	$	10.19		4.27	%		1.74	%		2.44	%		1.89	%	$	11,671		138	%
Year Ended 12/31/16		(0.21	)	$	10.04		5.46	%		1.74	%		1.49	%		2.00	%	$	11,547		79	%
Year Ended 12/31/15		(0.26	)	$	9.72		(1.79	)%		1.74	%		2.25	%		1.97	%	$	12,940		41	%
Year Ended 12/31/14		(0.36	)	$	10.15		1.23	%		1.70	%		2.29	%		1.96	%	$	12,974		87	%

(continues on next page)

See notes to financial statements.

71

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory Strategic Income Fund
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.79		0.13		0.53			0.66			(0.13	)		—			—
Year Ended 12/31/18	$	10.20		0.30		(0.42	)		(0.12	)		(0.29	)		—			—
Year Ended 12/31/17	$	10.04		0.29		0.18			0.47			(0.31	)		—			—
Year Ended 12/31/16	$	9.73		0.19		0.37			0.56			(0.24	)		—			(0.01	)
Year Ended 12/31/15	$	10.16		0.27		(0.40	)		(0.13	)		(0.29	)		(0.01	)		—
Year Ended 12/31/14	$	10.38		0.28		(0.10	)		0.18			(0.29	)		(0.11	)		—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	9.69		0.16		0.51			0.67			(0.16	)		—			—
Year Ended 12/31/18	$	10.09		0.36		(0.41	)		(0.05	)		(0.35	)		—			—
Year Ended 12/31/17	$	9.94		0.35		0.18			0.53			(0.38	)		—			—
Year Ended 12/31/16	$	9.63		0.25		0.36			0.61			(0.29	)		—			(0.01	)
Year Ended 12/31/15	$	10.05		0.32		(0.39	)		(0.07	)		(0.34	)		(0.01	)		—
Year Ended 12/31/14	$	10.27		0.36		(0.12	)		0.24			(0.35	)		(0.11	)		—

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

72

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Strategic Income Fund
Class R
Six Months Ended 6/30/19 (unaudited)		(0.13	)	$	10.32		6.74	%		1.34	%		2.55	%		1.72	%	$	2,835		64	%
Year Ended 12/31/18		(0.29	)	$	9.79		(1.15	)%		1.34	%		3.05	%		1.70	%	$	2,761		115	%
Year Ended 12/31/17		(0.31	)	$	10.20		4.78	%		1.34	%		2.83	%		1.61	%	$	2,927		138	%
Year Ended 12/31/16		(0.25	)	$	10.04		5.77	%		1.34	%		1.89	%		1.53	%	$	2,979		79	%
Year Ended 12/31/15		(0.30	)	$	9.73		(1.39	)%		1.34	%		2.64	%		1.58	%	$	3,338		41	%
Year Ended 12/31/14		(0.40	)	$	10.16		1.72	%		1.31	%		2.69	%		1.57	%	$	3,661		87	%
Class Y
Six Months Ended 6/30/19 (unaudited)		(0.16	)	$	10.20		7.02	%		0.74	%		3.20	%		1.09	%	$	4,886		64	%
Year Ended 12/31/18		(0.35	)	$	9.69		(0.45	)%		0.74	%		3.72	%		1.06	%	$	4,798		115	%
Year Ended 12/31/17		(0.38	)	$	10.09		5.38	%		0.74	%		3.46	%		0.95	%	$	10,180		138	%
Year Ended 12/31/16		(0.30	)	$	9.94		6.45	%		0.74	%		2.50	%		0.99	%	$	11,768		79	%
Year Ended 12/31/15		(0.35	)	$	9.63		(0.74	)%		0.74	%		3.24	%		0.98	%	$	13,217		41	%
Year Ended 12/31/14		(0.46	)	$	10.05		2.34	%		0.71	%		3.28	%		0.87	%	$	18,035		87	%

See notes to financial statements.

73

Victory Portfolios Notes to Financial Statements
June 30, 2019

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. 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 42 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. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following seven Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory INCORE Investment Quality Bond Fund	Investment Quality Bond Fund	Classes A, C, R and Y
Victory INCORE Low Duration Bond Fund	Low Duration Bond Fund	Classes A, C, R and Y
Victory High Yield Fund	High Yield Fund	Classes A, C, R and Y
Victory Tax-Exempt Fund	Tax-Exempt Fund	Classes A, C and Y
Victory High Income Municipal Bond Fund	High Income Municipal Bond Fund	Classes A, C and Y
Victory Floating Rate Fund	Floating Rate Fund	Classes A, C, R and Y
Victory Strategic Income Fund	Strategic Income Fund	Classes A, C, R and Y

Each class of shares of a Fund has substantially identical rights and privileges except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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 Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

Investment Valuation:

The Funds record 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 Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

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June 30, 2019

  (Unaudited)

• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.

Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

Swap agreements are valued at the mean between the current bid and ask prices. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value.

A summary of the valuations as of June 30, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments :

	LEVEL 1 — Quoted Prices					LEVEL 2 — Other Significant Observable Inputs				Total
	Investments in Securities		Other Financial Investments^			Investments in Securities		Other Financial Investments^		Investments in Securities		Other Financial Investments^
INCORE Investment Quality Bond Fund
Asset Backed Securities	$	—	$	—		$	439,637	$	—	$	439,637	$	—
Collateralized Mortgage Obligations		—		—			580,440		—		580,440		—
Corporate Bonds		—		—			10,907,412		—		10,907,412		—
Residential Mortgage Backed Securities		—		—			324,741		—		324,741		—
U.S. Government Mortgage Backed Agencies		—		—			14,522,125		—		14,522,125		—
U.S. Treasury Obligations		—		—			5,455,857		—		5,455,857		—
Collateral for Securities Loaned		505,452		—			—		—		505,452		—
Other Financial Instruments
Assets:
Futures Contracts		—		22,764			—		—		—		22,764
Credit Default Swap Agreements		—		—			—		41,720		—		41,720
Liabilities:
Futures Contracts		—		(192	)		—		—		—		(192	)
Total		505,452		22,572			32,230,212		41,720		32,735,664		64,292

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

	LEVEL 1 — Quoted Prices					LEVEL 2 — Other Significant Observable Inputs				Total
	Investments in Securities		Other Financial Investments^			Investments in Securities		Other Financial Investments^		Investments in Securities		Other Financial Investments^
INCORE Low Duration Bond Fund
Asset Backed Securities	$	—	$	—		$	37,881,068	$	—	$	37,881,068	$	—
Collateralized Mortgage Obligations		—		—			10,524,868		—		10,524,868		—
Corporate Bonds		—		—			140,564,181		—		140,564,181		—
Residential Mortgage Backed Securities		—		—			18,749,663		—		18,749,663		—
U.S. Government Mortgage Backed Agencies		—		—			38,473,614		—		38,473,614		—
U.S. Treasury Obligations		—		—			31,290,811		—		31,290,811		—
Collateral for Securities Loaned		896,033		—			—		—		896,033		—
Other Financial Instruments
Assets:
Futures Contracts		—		744,036			—		—		—		744,036
Credit Default Swap Agreements		—		—			—		347,962		—		347,962
Liabilities:
Futures Contracts		—		(261,453	)		—		—		—		(261,453	)
Total		896,033		482,583			277,484,205		347,962		278,380,238		830,545
High Yield Fund
Common Stocks		1,683,850		—			—		—		1,683,850		—
Senior Secured Loans		—		—			34,601,427		—		34,601,427		—
Corporate Bonds		—		—			114,915,397		—		114,915,397		—
Collateral for Securities Loaned		15,456,041		—			—		—		15,456,041		—
Total		17,139,891		—			149,516,824		—		166,656,715		—
Tax-Exempt Fund
Municipal Bonds		—		—			67,778,956		—		67,778,956		—
Total		—		—			67,778,956		—		67,778,956		—
High Income Municipal Bond Fund
Municipal Bonds		—		—			44,814,786		—		44,814,786		—
Total		—		—			44,814,786		—		44,814,786		—
Floating Rate Fund
Senior Secured Loans		—		—			493,684,421		—		493,684,421		—
Corporate Bonds		—		—			73,080,066		—		73,080,066		—
Total		—		—			566,764,487		—		566,764,487		—
Strategic Income Fund
Asset Backed Securities		—		—			5,016,144		—		5,016,144		—
Collateralized Mortgage Obligations		—		—			754,914		—		754,914		—
Corporate Bonds		—		—			30,030,183		—		30,030,183		—
Residential Mortgage Backed Securities		—		—			769,762		—		769,762		—
U.S. Government Mortgage Backed Agencies		—		—			162,014		—		162,014		—
U.S. Treasury Obligations		—		—			9,489,885		—		9,489,885		—
Exchange-Traded Funds		4,262,293		—			—		—		4,262,293		—
Collateral for Securities Loaned		2,565,152		—			—		—		2,565,152		—
Other Financial Instruments
Assets:
Futures Contracts		—		122,744			—		—		—		122,744
Liabilities:
Futures Contracts		—		(180,195	)		—		—		—		(180,195	)
Total		6,827,445		(57,451	)		46,222,902		—		53,050,347		(57,451	)

^  Other Financial investments include any derivative instruments not reflected in the Schedule of Portfolio Investments as investment securities, such as futures contracts and swap agreements. These investments are generally recorded in the financial statements at the unrealized gain or loss on the investment.

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

For the six months ended June 30, 2019, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

Securities Purchased on a When-Issued Basis:

The Funds may purchase securities on a when-issued basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for when-issued securities. If a Fund owns when-issued securities, these values are included in "Payable for investments purchased" on the accompanying Statements of Assets and Liabilities and segregated assets are identified in the Schedules of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The values of mortgage and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac"), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Loans:

Floating rate loans in which a Fund invest 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 a 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 the note below regarding below investment grade securities.

A 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 a 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.

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June 30, 2019

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Below Investment Grade Securities:

Certain Funds 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.

Real Estate Investment Trusts ("REITS"):

The Funds may invest in REITS which report information on the source of their distributions annually. REITS are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITS during the year are recorded as realized gains or return of capital as estimated by the Funds or when such information becomes known.

Derivative Instruments:

Futures Contracts:

The Funds 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. A Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. A 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 a 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 a 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 Funds is presented on the Statements of Assets and Liabilities under Deposit with broker for futures contracts.

During the six months ended June 30, 2019, the INCORE Investment Quality Bond Fund, INCORE Low Duration Bond Fund and Strategic Income Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Credit Derivatives:

The Funds may enter into credit derivatives, including centrally-cleared credit default swaps on individual obligations or credit indices. The Funds may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust a Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of centrally-cleared credit default swaps may have the effect of creating a short position in a security. Credit derivatives can

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June 30, 2019

  (Unaudited)

create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities, as described in the Funds' Statement of Additional Information.

Centrally-cleared credit default swap ("CDS") agreements on credit indices involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of a specific sector of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the CDS.

The counterparty risk for cleared swap agreements is generally lower than uncleared over-the-counter swap agreements because generally a clearing organization becomes substituted for each counterparty to a centrally cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Funds.

The Funds may enter into CDS agreements either as a buyer or seller. The Funds may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Funds may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer. For swaps entered with an individual counterparty, the Funds bear the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Funds may also enter into cleared swaps.

Upon entering into a cleared CDS, the Funds may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to the Funds upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market." The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for which a Fund is the seller of protection are disclosed in the Schedule of Portfolio Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, periodic interest payments, or net amounts received from the settlement of buy protection CDS agreements entered into by the Funds for the same referenced entity or entities. The collateral held by the Funds is presented on the Statements of Assets and Liabilities under Deposit with broker for swap agreements.

During the six months ended June 30, 2019, the INCORE Investment Quality Bond Fund and INCORE Low Duration Bond Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.

Offsetting of Financial Assets and Derivatives Assets:

The Funds are subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Funds to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting

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Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.

The table below, as of June 30, 2019, discloses both gross information and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

	Gross Amounts of Recognized Assets		Gross Amounts Available for Offset			Net Amounts Presented in the Statements of Assets and Liabilities		Cash Collateral Received			Net Amount
INCORE Investment Quality Bond Fund
Futures-Goldman Sachs & Co.	$	237	$	(237	)	$	—	$	—		$	—
	Gross Amounts of Recognized Liabilities		Gross Amounts Available for Offset			Net Amounts Presented in the Statements of Assets and Liabilities		Cash Collateral Pledged*			Net Amount
INCORE Investment Quality Bond Fund
Futures-Goldman Sachs & Co.	$	453	$	(237	)	$	216	$	(216	)	$	—
INCORE Low Duration Bond Fund
Futures-Goldman Sachs & Co.		24,220		—			24,220		(24,220	)		—
Strategic Income Fund
Futures-Goldman Sachs & Co.		6,626		—			6,626		(6,626	)		—

*  Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by each Fund is disclosed in the Statements of Assets and Liabilities.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of June 30, 2019:

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Receivable on Centrally Cleared Swap Agreements*		Variation Margin Payable on Open Futures Contracts*
Credit Risk Exposure:
INCORE Investment Quality Bond Fund	$	—	$	41,720	$	—
INCORE Low Duration Bond Fund		—		347,962		—
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund		22,764		—		192
INCORE Low Duration Bond Fund		744,036		—		261,453
Strategic Income Fund		122,744		—		180,195

*  Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared swap agreements as reported on the Schedules of Portfolio Investments. Only current day's variation margin for both futures contracts and centrally cleared swap agreements are reported within the Statements of Assets and Liabilities.

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The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the six months ended June 30, 2019:

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations						Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Realized Gains (Losses) from Swap Agreements			Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts			Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements
Credit Risk Exposure:
INCORE Investment Quality Bond Fund	$	—		$	(331,102	)	$	—		$	211,527
INCORE Low Duration Bond Fund		—			(3,124,490	)		—			2,168,929
Strategic Income Fund		—			—			—			—
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund		(100,609	)		—			73,723			—
INCORE Low Duration Bond Fund		462,695			—			(271,198	)		—
Strategic Income Fund		152,815			—			(251,525	)		—

All open derivative positions at period end are reflected in each respective Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to each Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Certain Funds may receive other income from investment in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received by the Fund. These amounts are included in Interest Income in the Statements of Operations.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in

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the Funds' Schedules of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2019. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized Assets (Value of		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 days		>90 Days		Net Amount
INCORE Investment Quality Bond Fund	$	492,224	$	492,224	$	—	$	—	$	—	$	—
INCORE Low Duration Bond Fund		871,253		871,253		—		—		—		—
High Yield Fund		14,936,633		14,936,633		—		—		—		—
Strategic Income Fund		2,496,876		2,496,876		—		—		—		—

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from investment securities and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds 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 Funds invest.

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Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid monthly for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Funds have a tax year end of December 31.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., all open tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Affiliated Securities Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

Fees Paid Indirectly:

Expenses offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statements of Operations, as applicable, as "Fees paid indirectly".

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3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2019 were as follows:

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)		Purchases of U.S. Government Securities		Sales of U.S. Government Securities
INCORE Investment Quality Bond Fund	$	17,157,675	$	21,300,502	$	8,584,399	$	14,106,114
INCORE Low Duration Bond Fund		46,077,687		120,482,270		19,436,666		50,040,121
High Yield Fund		127,368,317		60,166,205		—		—
Tax-Exempt Fund		32,787,198		35,470,166		—		—
High Income Municipal Bond Fund		15,536,449		13,120,067		—		—
Floating Rate Fund		101,309,010		140,205,510		—		—
Strategic Income Fund		31,457,028		32,515,054		2,532,969		10,472,150

4. Fees and Transactions with Affiliates and Related Parties:

Investment advisory services are provided to the Funds by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue"). Park Avenue is responsible for providing day-to-day investment advisory services to the Funds, subject to the oversight of the Board of Trustees of the Trust. Sub-investment advisory fees are paid by VCM to Park Avenue and do not represent a separate or additional expense to the Funds.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

	Flat Rate
INCORE Investment Quality Bond Fund		0.50	%
INCORE Low Duration Bond Fund		0.45	%
High Yield Fund		0.60	%
Tax-Exempt Fund		0.50	%
High Income Municipal Bond Fund		0.50	%
Floating Rate Fund		0.65	%
Strategic Income Fund		0.60	%

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, N.A., acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' 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.

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The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The funds in the Victory Funds Complex, in the aggregate, compensates the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the six months ended June 30, 2019, the Distributor received approximately $9,500 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. During the six months ended June 30, 2019, the expense limits (excluding voluntary waivers) were as follows:

	In effect January 1, 2019 until April 30, 2020
	Class A Shares			Class C Shares			Class R Shares			Class Y Shares
INCORE Investment Quality Bond Fund		0.90	%		1.77	%		1.30	%		0.66	%
INCORE Low Duration Bond Fund		0.85	%		1.62	%		1.27	%		0.62	%
High Yield Fund		1.00	%		1.70	%		1.35	%		0.76	%
Tax-Exempt Fund		0.80	%		1.60	%		N/A			0.69	%
	In effect January 1, 2019 until April 30, 2020
	Class A Shares			Class C Shares			Class R Shares			Class Y Shares
High Income Municipal Bond Fund		0.80	%		1.57	%		N/A			0.57	%
Floating Rate Fund		1.00	%		1.80	%		1.56	%		0.78	%
Strategic Income Fund		0.95	%		1.74	%		1.34	%		0.74	%

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".

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As of June 30, 2019, the following amounts are available to be repaid to the Adviser:

	Expires 12/31/19		Expires 12/31/20		Expires 12/31/21		Expires 12/31/22		Total
INCORE Investment Quality Bond Fund	$	60,680	$	102,291	$	107,641	$	59,486	$	330,098
INCORE Low Duration Bond Fund		119,520		217,933		110,273		101,359		549,085
High Yield Fund		40,274		80,774		76,868		43,683		241,599
Tax-Exempt Fund		70,950		122,100		114,539		62,117		369,706
High Income Municipal Bond Fund		86,281		139,397		121,563		58,004		405,245
Floating Rate Fund		368,104		718,769		765,491		419,504		2,271,868
Strategic Income Fund		71,800		90,313		98,810		48,950		309,873

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. The Adviser voluntarily waived $45,765 for the six months ended June 30, 2019 for the INCORE Low Duration Bond Fund.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, and Legal Counsel.

5. Risks:

Each Fund may be subject to other risks in addition to these identified risks.

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

The Funds will be subject to credit and interest rate risk with respect to fixed income securities. Credit risk refers to the ability of an issuer to make timely payments of interest and principal. Interest rates may rise or the rate of inflation may increase, impacting the value of investments in fixed income securities. A debt issuers' credit quality may be downgraded or an issuer may default. Interest rates may fluctuate due to changes in governmental fiscal policy initiatives and resulting market reaction to those initiatives.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended June 30, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. This agreement was in effect through July 26, 2019. Effective July 1, 2019, the current agreement was amended to include the USAA Mutual Funds Complex and has a new termination date

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of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in affect for the six months ended June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2019, Citibank earned approximately $76 thousand in commitment fees from the Victory Funds Complex. Effective July 1, 2019, Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed, including the USAA Mutual Funds Complex, commencing July 1, 2019. Interest charged to each Fund during the period is presented on the Statements of Operations under line of credit fees.

The Funds did not utilize the Line of Credit during the six months ended June 30, 2019

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period is presented on the Statement of Operations under interfund lending fees. As a Lender, interest earned by each Fund during the period is presented on the Statement of Operations under Income on interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the six months ended June 30, 2019 were as follows:

	Borrower or Lender	Amount Outstanding at June 30, 2019		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
INCORE Low Duration Bond Fund	Borrower	$	—	$	289,000		1		2.98	%	$	289,000
Tax-Exempt Fund	Borrower		221,000		240,750		4		2.93	%		300,000
High Income Municipal Bond Fund	Borrower		—		136,000		1		2.95	%		136,000
Floating Rate Fund	Borrower		—		3,442,000		1		3.00	%		3,442,000

*  For the six months ended June 30, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The tax character of distributions paid and the tax basis of current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2019.

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The tax character of distributions paid during the most recent tax year ended, was as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):

	Year Ended December 31, 2018
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Tax-Exempt Distributions		Total Distributions Paid
INCORE Investment Quality Bond Fund	$	1,009,807	$	—	$	1,009,807	$	—	$	1,009,807
INCORE Low Duration Bond Fund		8,347,974		—		8,347,974		—		8,347,974
High Yield Fund		4,212,512		—		4,212,512		—		4,212,512
Tax-Exempt Fund		2,988		1,051,617		1,054,605		2,762,067		3,816,672
High Income Municipal Bond Fund		6,002		—		6,002		2,258,063		2,264,065
Floating Rate Fund		34,992,812		—		34,992,812		—		34,992,812
Strategic Income Fund		1,686,254		—		1,686,254		—		1,686,254

As of the most recent tax year ended December 31, 2018, the components of distributable earnings/accumulated deficit on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Tax Exempt Income		Distributions Payable			Accumulated Earnings			Accumulated Capital and Other Losses			Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Other Temporary Differences			Total Accumulated Earnings (Deficit)
INCORE Investment Quality Bond Fund	$	—	$	—	$	—		$	—		$	(1,019,493	)	$	(35,955	)	$	(466,666	)	$	—		$	(1,522,114	)
INCORE Low Duration Bond Fund		—		—		—			—			(30,840,950	)		(767,668	)		(3,784,645	)		—			(35,393,263	)
High Yield Fund		8,238		—		—			8,238			(8,100,130	)		—			(4,611,658	)		—			(12,703,550	)
Tax-Exempt Fund		—		—		—			—			—			(65,998	)		1,647,128			—			1,581,130
High Income Municipal Bond Fund		—		208,029		—			208,029			(262,516	)		—			404,593			(23,544	)		326,562
Floating Rate Fund		223,120		—		—			223,120			(167,157,322	)		—			(28,815,091	)		(23,881	)		(195,773,174	)
Strategic Income Fund		—		—		(87,028	)		(87,028	)		(1,788,731	)		—			(550,443	)		(23,544	)		(2,449,746	)

*  Qualified Late-year Losses above are comprised of post-October capital losses and post-October specified losses incurred after October 31, 2018. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of the most recent tax year ended December 31, 2018, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the tables below.

	Short-Term Amount		Long-Term Amount		Total
INCORE Investment Quality Bond Fund	$	371,133	$	648,360	$	1,019,493
INCORE Low Duration Bond Fund		11,656,488		19,184,462		30,840,950
High Yield Fund		2,393,087		5,707,043		8,100,130
High Income Municipal Bond Fund		262,516		—		262,516
Floating Rate Fund		25,973,092		141,184,230		167,157,322
Strategic Income Fund		555,761		1,232,970		1,788,731

During the most recent tax year ended December 31, 2018, the High Yield Fund and High Income Municipal Bond Fund utilized $753,142 and $825,294, respectively, of CLCFs.

88

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

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At June 30, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
INCORE Investment Quality Bond Fund	$	32,113,116	$	778,151	$	(155,603	)	$	622,548
INCORE Low Duration Bond Fund		277,645,163		1,446,895		(711,820	)		735,075
High Yield Fund		165,458,296		2,923,357		(1,724,938	)		1,198,419
Tax-Exempt Fund		64,003,582		3,785,747		(10,373	)		3,775,374
High Income Municipal Bond Fund		43,178,356		2,445,522		(809,092	)		1,636,430
Floating Rate Fund		576,465,090		2,750,136		(12,450,739	)		(9,700,603	)
Strategic Income Fund		51,155,060		1,908,915		(13,628	)		1,895,287

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net".

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2019, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.

	Shareholder	Percent
Strategic Income Fund	Guardian Life Insurance		70.3	%

10. Recent Accounting Pronouncements:

In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. The Fund has adopted and applied ASU 2017-08 on a modified retrospective basis through a cumulative-effect adjustment as of the beginning of the period of adoption.

As a result of the adoption of ASU 2017-08, as of January 1, 2019, the amortized cost basis of investments was reduced and unrealized appreciation of investment was increased by the amounts below. The adoption of ASU 2017-08 had no impact on beginning net assets, the current period results from operations, or any prior period information presented in the financial statements.

INCORE Investment Quality Bond Fund	$	1,231
INCORE Low Duration Bond Fund		33,823
High Yield Fund		12,038
Tax-Exempt Fund		227,936

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June 30, 2019

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High Income Municipal Bond Fund	$	117,750
Floating Rate Fund		1,931
Strategic Income Fund		2,055

In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurements" ("ASU 2018-13"). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurements. ASU 2018-13 does not change fair value measurements already required or permitted by existing standards. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. As permitted, the Funds have early adopted ASU 2018-13 with the financial statements prepared as of June 30, 2019.

11. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.

90

Victory Portfolios Supplemental Information
June 30, 2019

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 20 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, 67	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, 72	Vice Chair and Trustee	August 2002	Retired.	Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).
E. Lee Beard, 68*	Trustee	May 2005	Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).	None.
Dennis M. Bushe, 75	Trustee	July 2016	Retired.	Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

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June 30, 2019

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Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Sally M. Dungan, 65	Trustee	February 2011	Chief Investment Officer, Tufts University (since 2002).	None.
John L. Kelly, 66	Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, 62*	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, 58	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).
Leigh A. Wilson, 74	Chair and Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown, 47**	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).	None.

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling 800-539-3863.

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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, 57	President	February 2006*	Director of Fund Administration, the Adviser.
Scott A. Stahorsky, 50	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).
Erin G. Wagner, 45	Secretary	December 2014	Associate General Counsel, the Adviser (since 2013).
Allan Shaer, 54	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, 35	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).
Colin Kinney, 45	Chief Compliance Officer	July 2017	Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.
Chuck Booth, 59	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.
Jay G. Baris, 65	Assistant Secretary	December 1997	Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.

93

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  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Prior to the implementation of Form N-PORT, the Trust filed a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-PORT and Forms N-Q are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2019 through June 30, 2019.

The Actual Expense figures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

The Hypothetical Expense figures in the table below provide information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
INCORE Investment Quality Bond Fund
Class A Shares	$	1,000.00	$	1,048.20	$	1,020.33	$	4.57	$	4.51		0.90	%
Class C Shares		1,000.00		1,043.70		1,016.02		8.97		8.85		1.77	%
Class R Shares		1,000.00		1,045.90		1,018.35		6.59		6.51		1.30	%
Class Y Shares		1,000.00		1,049.50		1,021.52		3.35		3.31		0.66	%

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Victory Portfolios Supplemental Information — continued
June 30, 2019

  (Unaudited)

	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
INCORE Low Duration Bond Fund
Class A Shares	$	1,000.00	$	1,023.00	$	1,020.58	$	4.26	$	4.26		0.85	%
Class C Shares		1,000.00		1,020.20		1,016.76		8.11		8.10		1.62	%
Class R Shares		1,000.00		1,021.90		1,018.50		6.37		6.36		1.27	%
Class Y Shares		1,000.00		1,025.20		1,021.72		3.11		3.11		0.62	%
High Yield Fund
Class A Shares		1,000.00		1,092.10		1,019.84		5.19		5.01		1.00	%
Class C Shares		1,000.00		1,089.80		1,016.36		8.81		8.50		1.70	%
Class R Shares		1,000.00		1,090.00		1,018.20		6.89		6.66		1.33	%
Class Y Shares		1,000.00		1,093.80		1,021.03		3.95		3.81		0.76	%
Tax-Exempt Fund
Class A Shares		1,000.00		1,055.30		1,020.83		4.08		4.01		0.80	%
Class C Shares		1,000.00		1,051.20		1,016.86		8.14		8.00		1.60	%
Class Y Shares		1,000.00		1,057.00		1,021.37		3.52		3.46		0.69	%
High Income Municipal Bond Fund
Class A Shares		1,000.00		1,052.60		1,020.83		4.07		4.01		0.80	%
Class C Shares		1,000.00		1,048.60		1,017.01		7.97		7.85		1.57	%
Class Y Shares		1,000.00		1,053.80		1,021.97		2.90		2.86		0.57	%
Floating Rate Fund
Class A Shares		1,000.00		1,059.20		1,019.84		5.11		5.01		1.00	%
Class C Shares		1,000.00		1,055.10		1,015.87		9.17		9.00		1.80	%
Class R Shares		1,000.00		1,056.30		1,017.06		7.95		7.80		1.56	%
Class Y Shares		1,000.00		1,059.30		1,020.93		3.98		3.91		0.78	%
Strategic Income Fund
Class A Shares		1,000.00		1,069.80		1,020.08		4.88		4.76		0.95	%
Class C Shares		1,000.00		1,065.50		1,016.17		8.91		8.70		1.74	%
Class R Shares		1,000.00		1,067.40		1,018.15		6.87		6.71		1.34	%
Class Y Shares		1,000.00		1,070.20		1,021.12		3.80		3.71		0.74	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

95

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.

Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)

VPRSFIF-SAR  (6/19)

June 30, 2019

Semi Annual Report

Victory RS Small Cap Growth Fund

Victory RS Select Growth Fund

Victory RS Mid Cap Growth Fund

Victory RS Growth Fund

Victory RS Science and Technology Fund

Victory RS Small Cap Equity Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.

www.vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.

Victory Portfolios

Table of Contents

Financial Statements
The Victory Growth Funds
Victory RS Small Cap Growth Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	5
Statements of Assets and Liabilities	25
Statements of Operations	27
Statements of Changes in Net Assets	29-31
Financial Highlights	36-37
Victory RS Select Growth Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	9
Statements of Assets and Liabilities	25
Statements of Operations	27
Statements of Changes in Net Assets	29-31
Financial Highlights	38-39
Victory RS Mid Cap Growth Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	12
Statements of Assets and Liabilities	25
Statements of Operations	27
Statements of Changes in Net Assets	29-31
Financial Highlights	40-41
Victory RS Growth Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	15
Statements of Assets and Liabilities	26
Statements of Operations	28
Statements of Changes in Net Assets	32-34
Financial Highlights	42-43
Victory RS Science and Technology Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	17
Statements of Assets and Liabilities	26
Statements of Operations	28
Statements of Changes in Net Assets	32-34
Financial Highlights	44-45
Victory RS Small Cap Equity Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	21
Statements of Assets and Liabilities	26
Statements of Operations	28
Statements of Changes in Net Assets	32-34
Financial Highlights	46-47
Notes to Financial Statements	48

1

Table of Contents (continued)

Supplemental Information	58
Trustee and Officer Information	58
Proxy Voting and Portfolio Holdings Information	61
Expense Examples	61
Privacy Policy (inside back cover)

The Funds are distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds.

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.

The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

Call Victory at:

800-539-FUND (800-539-3863)

Visit our website at:

www.vcm.com

2

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings:

Victory RS Small Cap Growth Fund
The Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Select Growth Fund
The Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Mid Cap Growth FundThe Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Growth FundThe Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

3

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings: (continued)

Victory RS Science and Technology Fund
The Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Small Cap Equity Fund
The Fund seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

4

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.3%)
Biotechnology (17.6%):
Aimmune Therapeutics, Inc. (a) (b)		591,930	$	12,323,983
Amicus Therapeutics, Inc. (a) (b)		2,029,995		25,334,338
Apellis Pharmaceuticals, Inc. (a)		886,460		22,462,896
Arena Pharmaceuticals, Inc. (a) (b)		389,540		22,838,730
Ascendis Pharma A/S, ADR (a)		187,150		21,550,323
Audentes Therapeutics, Inc. (a)		492,627		18,650,858
Bluebird Bio, Inc. (a) (b)		159,079		20,234,849
Blueprint Medicines Corp. (a) (b)		268,778		25,353,829
Bridgebio Pharma, Inc. (a)		339,960		9,168,721
Celyad SA, ADR (a) (b) (c)		367,271		4,212,598
Cytomx Therapeutics, Inc. (a)		1,031,320		11,571,410
Epizyme, Inc. (a) (b)		910,500		11,426,775
Equillium, Inc. (a) (b) (c)		666,250		3,770,975
Fate Therapeutics, Inc. (a)		1,469,710		29,835,114
Gossamer Bio, Inc. (a)		540,830		11,995,609
Invitae Corp. (a)		1,131,430		26,588,605
Iovance Biotherapeutics, Inc. (a) (b)		1,104,045		27,071,183
Kura Oncology, Inc. (a)		1,016,100		20,007,009
Ligand Pharmaceuticals, Inc., Class B (a) (b)		170,935		19,512,230
Mirati Therapeutics, Inc. (a) (b)		137,790		14,192,370
Myovant Sciences Ltd. (a)		1,199,460		10,855,113
Sage Therapeutics, Inc. (a) (b)		108,800		19,920,192
				388,877,710
Communication Services (2.6%):
Bandwidth, Inc., Class A (a) (b)		350,210		26,272,754
QuinStreet, Inc. (a) (b)		1,376,420		21,816,257
Yelp, Inc. (a)		264,960		9,056,333
				57,145,344
Communications Equipment (1.0%):
Acacia Communications, Inc. (a)		447,520		21,105,043
Consumer Discretionary (13.2%):
Arco Platform Ltd., ADR, Class A (a) (b)		514,780		22,537,068
Dineequity, Inc. (b)		447,720		42,743,828
Eldorado Resorts, Inc. (a) (b)		479,080		22,071,216
G-III Apparel Group Ltd. (a) (b)		611,050		17,977,091
Grand Canyon Education, Inc. (a) (b)		117,254		13,721,063
Monro Muffler Brake, Inc. (b)		357,490		30,493,897
Ollie's Bargain Outlet Holdings, Inc. (a)		190,936		16,632,435
Planet Fitness, Inc., Class A (a)		318,450		23,068,518
Red Rock Resorts, Inc., Class A		787,500		16,915,500
Shake Shack, Inc., Class A (a) (b)		315,190		22,756,718
Steven Madden Ltd.		681,807		23,147,348
Strategic Education, Inc. (b)		203,430		36,210,540
				288,275,222

See notes to financial statements.

5

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (4.1%):
BJ's Wholesale Club Holdings, Inc. (a)		1,118,840	$	29,537,376
Freshpet, Inc. (a) (b)		348,210		15,847,037
Nomad Foods Ltd., ADR (a)		2,141,360		45,739,450
				91,123,863
Electronic Equipment, Instruments & Components (0.9%):
Littelfuse, Inc.		118,246		20,918,900
Energy (1.4%):
Matador Resources Co. (a) (b)		535,920		10,654,090
Newpark Resources, Inc. (a) (b)		2,713,960		20,137,583
				30,791,673
Financials (6.5%):
eHealth, Inc. (a)		286,720		24,686,592
Essent Group Ltd. (a)		421,240		19,794,068
Firstcash, Inc. (b)		350,020		35,009,000
Kemper Corp.		451,790		38,984,959
LendingTree, Inc. (a) (b)		49,900		20,959,497
Primerica, Inc.		34,979		4,195,731
				143,629,847
Health Care Equipment & Supplies (5.9%):
Cryoport, Inc. (a) (b)		610,580		11,185,826
Glaukos Corp. (a)		249,630		18,822,102
Insulet Corp. (a) (b)		239,760		28,622,549
Irhythm Technologies, Inc. (a) (b)		167,020		13,207,942
Masimo Corp. (a)		270,340		40,231,998
Penumbra, Inc. (a) (b)		113,830		18,212,800
Silk Road Medical, Inc. (a) (b)		10,500		508,830
				130,792,047
Health Care Providers & Services (2.2%):
Hanger, Inc. (a)		746,000		14,285,900
HealthEquity, Inc. (a)		171,090		11,189,286
LHC Group, Inc. (a)		195,800		23,413,764
				48,888,950
Health Care Technology (0.3%):
Inspire Medical System, Inc. (a) (b)		114,140		6,922,591
Industrials (11.9%):
Advanced Disposal Services, Inc. (a)		479,630		15,304,993
Altra Industrial Motion Corp.		478,040		17,152,075
Armstrong World Industries, Inc.		112,050		10,891,260
Axon Enterprise, Inc. (a) (b)		467,480		30,016,891
Azul SA, ADR (a) (b)		584,440		19,543,674
Generac Holdings, Inc. (a) (b)		278,470		19,328,603
Harsco Corp. (a)		1,333,760		36,598,375
Proto Labs, Inc. (a) (b)		121,460		14,091,789
Simpson Manufacturing Co., Inc. (b)		327,350		21,755,681
Siteone Landscape Supply, Inc. (a) (b)		526,810		36,507,933

See notes to financial statements.

6

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Trex Co., Inc. (a) (b)		303,450	$	21,757,365
Watts Water Technologies, Inc., Class A		164,660		15,343,019
				258,291,658
IT Services (10.0%):
Euronet Worldwide, Inc. (a)		326,826		54,985,206
Evo Payments, Inc. (a) (b)		826,710		26,066,166
InterXion Holding NV, ADR (a)		614,533		46,759,816
Liveramp Holdings, Inc. (a)		369,060		17,892,029
Wix.com Ltd., ADR (a)		351,350		49,926,835
WNS Holdings Ltd., ADR (a)		412,627		24,427,518
				220,057,570
Materials (2.5%):
Ashland Global Holdings, Inc.		376,490		30,107,905
Ingevity Corp. (a) (b)		232,250		24,425,733
				54,533,638
Pharmaceuticals (1.3%):
GW Pharmaceuticals PLC, ADR (a) (b)		168,867		29,110,982
Semiconductors & Semiconductor Equipment (6.4%):
Advanced Energy Industries, Inc. (a)		320,780		18,050,291
Cabot Microelectronics Corp.		255,670		28,144,154
Inphi Corp. (a) (b)		554,840		27,797,484
MKS Instruments, Inc. (b)		228,590		17,804,875
Monolithic Power Systems, Inc. (b)		171,471		23,282,332
Silicon Laboratories, Inc. (a) (b)		269,440		27,860,096
				142,939,232
Software (10.5%):
ACI Worldwide, Inc. (a)		811,980		27,883,393
Cornerstone OnDemand, Inc. (a)		760,828		44,074,766
Coupa Software, Inc. (a) (b)		400,590		50,718,698
Envestnet, Inc. (a) (b)		324,356		22,176,220
Everbridge, Inc. (a) (b)		314,740		28,144,051
Q2 Holdings, Inc. (a) (b)		214,160		16,353,258
RingCentral, Inc., Class A (a) (b)		390,148		44,835,808
				234,186,194
Total Common Stocks (Cost $1,608,082,325)				2,167,590,464
Collateral for Securities Loaned^ (16.2%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (d)		74,542,194		74,542,194
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (d)		96,018,884		96,018,884
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (d)		2,493,597		2,493,597
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (d)		40,992,745		40,992,745
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (d)		55,897,956		55,897,956

See notes to financial statements.

7

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (d)		86,955,548	$	86,955,548
Total Collateral for Securities Loaned (Cost $356,900,924)				356,900,924
Total Investments (Cost $1,964,983,249) — 114.5%				2,524,491,388
Liabilities in excess of other assets — (14.5)%				(319,820,045	)
NET ASSETS — 100.00%			$	2,204,671,343

^  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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, illiquid securities were 0.4% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

8

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.2%)
Communication Services (7.1%):
Boingo Wireless, Inc. (a) (b)		290,600	$	5,222,082
InterActive Corp. (a)		14,610		3,178,113
Live Nation Entertainment, Inc. (a)		79,820		5,288,075
Take-Two Interactive Software, Inc. (a)		25,350		2,877,986
Yelp, Inc. (a)		39,070		1,335,413
				17,901,669
Communications Equipment (0.8%):
Viavi Solutions, Inc. (a) (b)		146,490		1,946,852
Consumer Discretionary (12.7%):
Bright Horizons Family Solutions, Inc. (a)		38,980		5,880,913
Burlington Stores, Inc. (a)		26,530		4,514,080
Domino's Pizza, Inc.		18,780		5,226,098
PVH Corp.		21,540		2,038,546
Shake Shack, Inc., Class A (a) (b)		51,280		3,702,416
Strategic Education, Inc. (b)		33,730		6,003,940
Vail Resorts, Inc.		21,660		4,834,079
				32,200,072
Consumer Staples (2.1%):
Hostess Brands, Inc. (a) (b)		331,490		4,786,715
Post Holdings, Inc. (a)		6,610		687,242
				5,473,957
Electronic Equipment, Instruments & Components (1.9%):
Littelfuse, Inc.		18,041		3,191,633
Rogers Corp. (a)		9,400		1,622,252
				4,813,885
Energy (1.0%):
Diamondback Energy, Inc.		22,876		2,492,798
Financials (3.5%):
Firstcash, Inc. (b)		51,720		5,173,034
LendingTree, Inc. (a) (b)		9,220		3,872,677
				9,045,711
Health Care (22.9%):
Dexcom, Inc. (a)		27,900		4,180,536
Exact Sciences Corp. (a)		64,580		7,623,023
GW Pharmaceuticals PLC, ADR (a) (b)		42,750		7,369,673
HealthEquity, Inc. (a)		37,770		2,470,158
Horizon Therapeutics PLC (a)		140,250		3,374,415
LHC Group, Inc. (a)		29,210		3,492,932
Ligand Pharmaceuticals, Inc., Class B (a) (b)		48,160		5,497,464
Masimo Corp. (a)		29,610		4,406,560
Neurocrine Biosciences, Inc. (a)		45,700		3,858,451
The Cooper Co., Inc.		18,050		6,080,865
Veeva Systems, Inc., Class A (a)		38,520		6,244,477
West Pharmaceutical Services, Inc.		30,016		3,756,502
				58,355,056

See notes to financial statements.

9

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Industrials (14.5%):
Armstrong World Industries, Inc.		19,680	$	1,912,896
Azul SA, ADR (a) (b)		100,830		3,371,755
Clean Harbors, Inc. (a)		66,050		4,696,155
Forward Air Corp.		61,320		3,627,078
HEICO Corp., Class A		45,363		4,689,173
Hexcel Corp.		51,492		4,164,673
IDEX Corp.		10,890		1,874,605
Siteone Landscape Supply, Inc. (a) (b)		65,370		4,530,141
Teledyne Technologies, Inc. (a)		17,140		4,694,132
Trex Co., Inc. (a) (b)		52,520		3,765,684
				37,326,292
IT Services (12.2%):
Black Knight, Inc. (a) (b)		118,629		7,135,534
Euronet Worldwide, Inc. (a)		59,902		10,077,912
GoDaddy, Inc., Class A (a)		67,907		4,763,676
InterXion Holding NV, ADR (a)		72,110		5,486,850
WEX, Inc. (a)		16,090		3,348,329
				30,812,301
Materials (2.7%):
Ashland Global Holdings, Inc.		55,310		4,423,141
Berry Global Group, Inc. (a)		50,690		2,665,787
				7,088,928
Semiconductors & Semiconductor Equipment (4.9%):
Cree, Inc. (a) (b)		38,500		2,162,930
MKS Instruments, Inc.		34,890		2,717,582
Monolithic Power Systems, Inc. (b)		34,595		4,697,309
Silicon Laboratories, Inc. (a) (b)		28,750		2,972,750
				12,550,571
Software (11.9%):
ACI Worldwide, Inc. (a)		138,630		4,760,554
Coupa Software, Inc. (a)		25,270		3,199,435
Docusign, Inc. (a) (b)		82,800		4,115,988
Fair Isaac Corp. (a)		14,270		4,481,065
Paycom Software, Inc. (a)		25,095		5,689,538
RingCentral, Inc., Class A (a)		67,610		7,769,741
				30,016,321
Total Common Stocks (Cost $174,404,625)				250,024,413
Collateral for Securities Loaned^ (12.4%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		6,607,285		6,607,285
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		8,510,939		8,510,939
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		221,028		221,028
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		3,633,523		3,633,523

See notes to financial statements.

10

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		4,954,693	$	4,954,693
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		7,707,582		7,707,582
Total Collateral for Securities Loaned (Cost $31,635,050)				31,635,050
Total Investments (Cost $206,039,675) — 110.6%				281,659,463
Liabilities in excess of other assets — (10.6)%				(27,054,961	)
NET ASSETS — 100.00%			$	254,604,502

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

11

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.1%)
Communication Services (4.4%):
InterActive Corp. (a)		35,980	$	7,826,729
Live Nation Entertainment, Inc. (a)		141,510		9,375,038
Take-Two Interactive Software, Inc. (a)		53,870		6,115,861
				23,317,628
Consumer Discretionary (15.2%):
Burlington Stores, Inc. (a)		36,590		6,225,789
Domino's Pizza, Inc.		32,080		8,927,222
Ferrari NV, ADR (b)		39,290		6,342,192
Grand Canyon Education, Inc. (a)		57,460		6,723,969
Hasbro, Inc.		65,620		6,934,722
Hilton Worldwide Holdings, Inc.		72,820		7,117,427
O'Reilly Automotive, Inc. (a)		24,360		8,996,634
PVH Corp.		44,440		4,205,802
Tractor Supply Co.		45,560		4,956,928
Ulta Salon, Cosmetics & Fragrance, Inc. (a)		15,050		5,220,695
Under Armour, Inc., Class C (a)		310,650		6,896,430
Vail Resorts, Inc.		35,250		7,867,095
				80,414,905
Consumer Staples (1.3%):
Post Holdings, Inc. (a)		13,700		1,424,389
Tyson Foods, Inc., Class A (b)		64,700		5,223,878
				6,648,267
Electronic Equipment, Instruments & Components (2.4%):
Amphenol Corp., Class A		61,300		5,881,122
Trimble Navigation Ltd. (a)		147,050		6,633,426
				12,514,548
Energy (1.3%):
Concho Resources, Inc.		25,905		2,672,878
Diamondback Energy, Inc.		37,400		4,075,478
				6,748,356
Financials (4.6%):
Kemper Corp.		124,190		10,716,355
LendingTree, Inc. (a) (b)		12,060		5,065,562
SVB Financial Group (a)		11,470		2,576,047
The Progressive Corp.		71,740		5,734,178
				24,092,142
Health Care (14.2%):
Align Technology, Inc. (a)		17,340		4,745,958
Bluebird Bio, Inc. (a) (b)		58,480		7,438,656
Dexcom, Inc. (a)		44,980		6,739,803
Exact Sciences Corp. (a) (b)		92,590		10,929,323
GW Pharmaceuticals PLC, ADR (a) (b)		29,220		5,037,236
Intuitive Surgical, Inc. (a)		10,320		5,413,356
IQVIA Holdings, Inc. (a)		64,190		10,328,171

See notes to financial statements.

12

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Sage Therapeutics, Inc. (a) (b)		34,430	$	6,303,789
The Cooper Co., Inc.		30,670		10,332,417
WellCare Health Plans, Inc. (a)		31,470		8,971,153
				76,239,862
Industrials (16.5%):
AMETEK, Inc.		66,310		6,023,600
Clean Harbors, Inc. (a)		121,230		8,619,453
HEICO Corp., Class A (b)		94,300		9,747,791
Hexcel Corp.		104,380		8,442,254
IDEX Corp.		22,490		3,871,429
IHS Markit Ltd. (a)		87,330		5,564,668
Ingersoll-Rand PLC		70,990		8,992,303
Rockwell Automation, Inc.		36,530		5,984,710
Roper Technologies, Inc.		21,790		7,980,805
Spirit Airlines, Inc. (a)		72,390		3,455,175
Teledyne Technologies, Inc. (a)		31,810		8,711,805
Verisk Analytics, Inc., Class A		38,540		5,644,568
Woodward, Inc.		36,350		4,113,366
				87,151,927
IT Services (17.3%):
Black Knight, Inc. (a)		218,884		13,165,873
Euronet Worldwide, Inc. (a) (b)		117,771		19,813,793
Global Payments, Inc.		43,890		7,028,106
GoDaddy, Inc., Class A (a)		101,360		7,110,404
Okta, Inc. (a)		64,000		7,904,640
Square, Inc., Class A (a) (b)		65,610		4,758,693
Total System Services, Inc.		45,490		5,835,002
Twilio, Inc. (a) (b)		104,920		14,305,842
WEX, Inc. (a)		20,150		4,193,215
Wix.com Ltd., ADR (a)		61,300		8,710,730
				92,826,298
Materials (1.3%):
Berry Global Group, Inc. (a)		132,850		6,986,582
Semiconductors & Semiconductor Equipment (5.8%):
Cree, Inc. (a) (b)		78,290		4,398,332
Lam Research Corp.		34,680		6,514,291
Marvell Technology Group Ltd., ADR		368,410		8,793,946
Microchip Technology, Inc. (b)		68,400		5,930,280
Monolithic Power Systems, Inc. (b)		37,600		5,105,328
				30,742,177
Software (13.8%):
Docusign, Inc. (a) (b)		157,930		7,850,700
Dropbox, Inc. (a)		364,050		9,119,453
Fair Isaac Corp. (a)		34,220		10,745,764
Proofpoint, Inc. (a)		68,280		8,210,670
RingCentral, Inc., Class A (a)		97,100		11,158,732
ServiceNow, Inc. (a)		54,010		14,829,525

See notes to financial statements.

13

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Slack Technologies, Inc., Class A (a)		102,190	$	3,832,125
Zendesk, Inc. (a)		89,350		7,954,831
				73,701,800
Total Common Stocks (Cost $420,133,304)				521,384,492
Collateral for Securities Loaned^ (9.7%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		10,772,700		10,772,700
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		13,876,471		13,876,471
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		360,370		360,370
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		5,924,196		5,924,196
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		8,078,269		8,078,269
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		12,566,655		12,566,655
Total Collateral for Securities Loaned (Cost $51,578,661)				51,578,661
Total Investments (Cost $471,711,965) — 107.8%				572,963,153
Liabilities in excess of other assets — (7.8)%				(41,525,221	)
NET ASSETS — 100.00%			$	531,437,932

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

(d)  Amount represents less than 0.05% of net assets.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

14

Victory Portfolios
Victory RS Growth Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.8%)
Communication Services (14.4%):
Alphabet, Inc., Class C (a)		8,651	$	9,350,952
Facebook, Inc., Class A (a)		51,250		9,891,250
InterActive Corp. (a)		24,290		5,283,804
Netflix, Inc. (a)		24,930		9,157,288
The Walt Disney Co.		28,000		3,909,920
				37,593,214
Consumer Discretionary (17.2%):
Amazon.com, Inc. (a)		8,870		16,796,498
Domino's Pizza, Inc.		21,980		6,116,594
Ferrari NV, ADR (b)		24,100		3,890,222
Hilton Worldwide Holdings, Inc.		26,220		2,562,743
The Home Depot, Inc.		28,205		5,865,794
The TJX Co., Inc.		122,810		6,494,193
Vail Resorts, Inc.		14,000		3,124,520
				44,850,564
Consumer Staples (2.9%):
Keurig Dr Pepper, Inc. (b)		139,270		4,024,903
Tyson Foods, Inc., Class A (b)		43,980		3,550,945
				7,575,848
Electronic Equipment, Instruments & Components (1.2%):
Amphenol Corp., Class A		33,640		3,227,422
Energy (0.9%):
EOG Resources, Inc.		24,365		2,269,843
Financials (2.3%):
The Progressive Corp.		73,670		5,888,443
Health Care (16.8%):
BeiGene Ltd., ADR (a) (b)		13,000		1,611,350
Bluebird Bio, Inc. (a) (b)		22,990		2,924,328
Exact Sciences Corp. (a)		33,900		4,001,556
Illumina, Inc. (a)		12,320		4,535,608
Intuitive Surgical, Inc. (a)		7,880		4,133,454
IQVIA Holdings, Inc. (a)		33,640		5,412,676
Merck & Co., Inc.		77,300		6,481,605
Neurocrine Biosciences, Inc. (a)		27,180		2,294,807
Sage Therapeutics, Inc. (a) (b)		14,710		2,693,254
The Cooper Co., Inc.		10,740		3,618,199
UnitedHealth Group, Inc.		24,060		5,870,881
				43,577,718
Industrials (12.1%):
AMETEK, Inc.		52,660		4,783,634
Caterpillar, Inc.		26,140		3,562,621
IHS Markit Ltd. (a)		53,000		3,377,160
Ingersoll-Rand PLC		85,990		10,892,353
Roper Technologies, Inc.		15,800		5,786,908
Woodward, Inc.		28,600		3,236,376
				31,639,052

See notes to financial statements.

15

Victory Portfolios
Victory RS Growth Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
IT Services (12.3%):
Black Knight, Inc. (a) (b)		117,890	$	7,091,084
PayPal Holdings, Inc. (a)		44,470		5,090,036
Twilio, Inc. (a) (b)		51,080		6,964,758
Visa, Inc., Class A		73,097		12,685,984
				31,831,862
Semiconductors & Semiconductor Equipment (6.0%):
Broadcom, Inc.		11,870		3,416,898
KLA-Tencor Corp.		24,500		2,895,900
Lam Research Corp.		18,090		3,398,026
Marvell Technology Group Ltd., ADR		145,350		3,469,505
Microchip Technology, Inc. (b)		28,510		2,471,817
				15,652,146
Software (9.2%):
Fair Isaac Corp. (a)		12,700		3,988,054
Salesforce.com, Inc. (a)		33,940		5,149,716
ServiceNow, Inc. (a)		32,060		8,802,714
Workday, Inc. (a)		29,200		6,002,936
				23,943,420
Technology Hardware, Storage & Peripherals (4.5%):
Apple, Inc.		58,547		11,587,622
Total Common Stocks (Cost $176,091,683)				259,637,154
Collateral for Securities Loaned^ (8.1%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		4,401,948		4,401,948
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		5,670,213		5,670,213
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		147,255		147,255
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		2,420,749		2,420,749
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		3,300,948		3,300,948
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		5,134,995		5,134,995
Total Collateral for Securities Loaned (Cost $21,076,108)				21,076,108
Total Investments (Cost $197,167,791) — 107.9%				280,713,262
Liabilities in excess of other assets — (7.9)%				(20,462,164	)
NET ASSETS — 100.00%			$	260,251,098

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

16

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.7%)
Biotechnology (27.8%):
Adverum Biotechnologies, Inc. (a)		99,680	$	1,185,195
Aimmune Therapeutics, Inc. (a) (b)		78,100		1,626,042
Albireo Pharma, Inc. (a)		29,810		961,074
Allakos, Inc. (a) (b)		29,990		1,299,467
Alpine Immune Sciences, Inc. (a) (b) (c)		65,297		274,900
Amicus Therapeutics, Inc. (a)		156,700		1,955,616
Apellis Pharmaceuticals, Inc. (a)		100,313		2,541,931
Arena Pharmaceuticals, Inc. (a)		26,390		1,547,246
Ascendis Pharma A/S, ADR (a)		16,460		1,895,369
Atreca, Inc., Class A (a) (b)		53,272		1,003,644
Audentes Therapeutics, Inc. (a)		48,410		1,832,803
Autolus Therapeutics PLC, ADR (a)		51,590		830,599
Avrobio, Inc. (a)		52,930		860,642
BeiGene Ltd., ADR (a) (b)		13,290		1,647,296
Bicycle Therapeutics Ltd., ADR (a)		72,270		727,036
Bluebird Bio, Inc. (a) (b)		25,240		3,210,528
Blueprint Medicines Corp. (a)		25,130		2,370,513
Bridgebio Pharma, Inc. (a)		42,750		1,152,968
Celyad SA, ADR (a) (b) (c)		57,900		664,113
Crinetics Pharmaceuticals, Inc. (a) (b)		35,990		899,750
Cytomx Therapeutics, Inc. (a)		155,400		1,743,588
Eidos Therapeutics, Inc. (a) (b)		57,100		1,774,668
Epizyme, Inc. (a)		93,030		1,167,527
Equillium, Inc. (a) (b) (c)		188,270		1,065,608
Evlo Biosciences, Inc. (a) (b)		29,449		264,452
Exact Sciences Corp. (a)		24,810		2,928,572
Fate Therapeutics, Inc. (a)		253,100		5,137,930
Galapagos NV, ADR (a) (b)		16,950		2,185,364
Gossamer Bio, Inc. (a)		42,830		949,969
Gritstone Oncology, Inc. (a) (b)		150,580		1,677,461
Homology Medicines, Inc. (a) (b)		64,390		1,260,112
Ideaya Biosciences, Inc. (a)		77,440		771,302
Invitae Corp. (a)		70,465		1,655,928
Iovance Biotherapeutics, Inc. (a) (b)		97,280		2,385,306
Kezar Life Sciences, Inc. (a) (b)		243,176		1,874,887
Kiniksa Pharmaceuticals Ltd., Class A (a) (b)		39,469		534,410
Kura Oncology, Inc. (a)		158,770		3,126,181
Ligand Pharmaceuticals, Inc., Class B (a) (b)		10,560		1,205,424
MacroGenics, Inc. (a)		54,620		926,901
Matinas BioPharma Holdings, Inc. (a) (b)		855,910		733,173
Mirati Therapeutics, Inc. (a) (b)		21,400		2,204,200
Myovant Sciences Ltd. (a)		156,160		1,413,248
Neurocrine Biosciences, Inc. (a)		7,770		656,021
Precision BioSciences, Inc. (a) (b)		71,200		943,400
REGENXBIO, Inc. (a) (b)		20,870		1,072,092
Replimune Group, Inc. (a) (b)		89,220		1,307,965
Sage Therapeutics, Inc. (a) (b)		16,450		3,011,831
Scholar Rock Holding Corp. (a)		50,980		808,543

See notes to financial statements.

17

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Surface Oncology, Inc. (a)		226,500	$	638,730
Twist Bioscience Corp. (a) (b)		69,840		2,026,058
Xencor, Inc. (a) (b)		25,740		1,053,538
				76,991,121
Communication Services (10.5%):
Boingo Wireless, Inc. (a) (b)		310,690		5,583,099
Facebook, Inc., Class A (a)		45,540		8,789,220
Match Group, Inc. (b)		52,370		3,522,930
Netflix, Inc. (a)		15,230		5,594,283
Take-Two Interactive Software, Inc. (a)		21,490		2,439,760
Yelp, Inc. (a)		97,850		3,344,513
				29,273,805
Communications Equipment (2.9%):
Acacia Communications, Inc. (a)		56,480		2,663,597
Lumentum Holdings, Inc. (a)		48,300		2,579,703
Viavi Solutions, Inc. (a)		212,990		2,830,637
				8,073,937
Consumer Discretionary (4.5%):
Amazon.com, Inc. (a)		4,930		9,335,596
Arco Platform Ltd., ADR, Class A (a)		52,910		2,316,400
Waitr Holdings, Inc. (a) (b)		146,030		918,529
				12,570,525
Electronic Equipment, Instruments & Components (2.5%):
Airgain, Inc. (a) (b)		97,370		1,377,786
Fabrinet (a)		58,010		2,881,357
Flextronics International Ltd. (a)		275,990		2,641,224
				6,900,367
Financials (1.0%):
LendingTree, Inc. (a) (b)		6,720		2,822,602
Health Care Equipment & Supplies (1.6%):
Cryoport, Inc. (a) (b)		182,310		3,339,919
Quotient Ltd. (a) (b)		121,440		1,135,464
				4,475,383
Health Care Technology (1.1%):
Veeva Systems, Inc., Class A (a)		19,120		3,099,543
IT Services (9.1%):
Euronet Worldwide, Inc. (a)		16,530		2,781,007
Global Payments, Inc.		16,620		2,661,361
GoDaddy, Inc., Class A (a)		47,560		3,336,334
Twilio, Inc. (a) (b)		41,940		5,718,518
Visa, Inc., Class A		31,310		5,433,851
Wix.com Ltd., ADR (a)		37,990		5,398,379
				25,329,450

See notes to financial statements.

18

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Life Sciences Tools & Services (1.8%):
Adaptive Biotechnologies Corp. (a)		32,790	$	1,583,757
Genfit, ADR (a) (b)		34,240		676,240
Illumina, Inc. (a)		4,270		1,572,001
Neogenomics, Inc. (a)		59,760		1,311,134
				5,143,132
Pharmaceuticals (2.2%):
GW Pharmaceuticals PLC, ADR (a) (b)		19,410		3,346,090
Kaleido Biosciences, Inc. (a) (b)		49,780		577,448
MyoKardia, Inc. (a)		16,180		811,265
NGM Biopharmaceuticals, Inc. (a) (b)		66,440		972,682
Sienna Biopharmaceuticals, Inc. (a) (b)		410,700		357,309
				6,064,794
Semiconductors & Semiconductor Equipment (17.0%):
Broadcom, Inc.		14,560		4,191,242
Cohu, Inc.		226,510		3,495,049
Cree, Inc. (a) (b)		42,240		2,373,043
Inphi Corp. (a)		88,230		4,420,323
KLA-Tencor Corp.		30,210		3,570,822
Lam Research Corp.		19,310		3,627,190
Lattice Semiconductor Corp. (a)		195,800		2,856,722
Ma-Com Technology Solutions Holdings, Inc. (a) (b)		265,120		4,011,266
Marvell Technology Group Ltd., ADR (b)		250,740		5,985,164
MKS Instruments, Inc.		36,610		2,851,553
Monolithic Power Systems, Inc. (b)		20,690		2,809,288
Semtech Corp. (a)		83,220		3,998,721
Ultra Clean Holdings, Inc. (a)		208,910		2,908,027
				47,098,410
Software (14.7%):
Cornerstone OnDemand, Inc. (a)		86,490		5,010,366
Coupa Software, Inc. (a) (b)		26,340		3,334,907
Docusign, Inc. (a) (b)		55,180		2,742,998
Dropbox, Inc. (a)		117,930		2,954,147
Fair Isaac Corp. (a)		8,020		2,518,440
Paycom Software, Inc. (a)		19,290		4,373,429
Proofpoint, Inc. (a)		29,709		3,572,507
RingCentral, Inc., Class A (a)		78,760		9,051,098
ServiceNow, Inc. (a)		12,880		3,536,462
Zendesk, Inc. (a)		40,850		3,636,876
				40,731,230
Total Common Stocks (Cost $201,085,801)				268,574,299
Collateral for Securities Loaned^ (19.9%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (d)		11,566,621		11,566,621
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (d)		14,899,133		14,899,133
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (d)		386,928		386,928

See notes to financial statements.

19

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (d)		6,360,794	$	6,360,794
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (d)		8,673,617		8,673,617
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (d)		13,492,786		13,492,786
Total Collateral for Securities Loaned (Cost $55,379,879)				55,379,879
Total Investments (Cost $256,465,680) — 116.6%				323,954,178
Liabilities in excess of other assets — (16.6)%				(46,103,641	)
NET ASSETS — 100.00%			$	277,850,537

^  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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, illiquid securities were 0.7% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

20

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.4%)
Biotechnology (17.6%):
Aimmune Therapeutics, Inc. (a) (b)		19,370	$	403,283
Amicus Therapeutics, Inc. (a)		66,684		832,216
Apellis Pharmaceuticals, Inc. (a)		28,770		729,032
Arena Pharmaceuticals, Inc. (a)		12,680		743,428
Ascendis Pharma A/S, ADR (a)		6,100		702,415
Audentes Therapeutics, Inc. (a)		16,050		607,653
Bluebird Bio, Inc. (a) (b)		5,177		658,514
Blueprint Medicines Corp. (a)		8,698		820,482
Bridgebio Pharma, Inc. (a)		11,030		297,479
Celyad SA, ADR (a) (b) (c)		10,686		122,568
Cytomx Therapeutics, Inc. (a)		33,460		375,421
Epizyme, Inc. (a) (b)		29,790		373,865
Equillium, Inc. (a) (c)		22,818		129,150
Fate Therapeutics, Inc. (a)		48,060		975,619
Gossamer Bio, Inc. (a) (b)		17,550		389,259
Invitae Corp. (a)		36,820		865,270
Iovance Biotherapeutics, Inc. (a) (b)		35,631		873,673
Kura Oncology, Inc. (a)		33,310		655,874
Ligand Pharmaceuticals, Inc., Class B (a) (b)		5,607		640,039
Mirati Therapeutics, Inc. (a) (b)		4,490		462,470
Myovant Sciences Ltd. (a)		38,920		352,226
Sage Therapeutics, Inc. (a) (b)		3,547		649,420
				12,659,356
Communication Services (2.6%):
Bandwidth, Inc., Class A (a) (b)		11,590		869,482
QuinStreet, Inc. (a)		44,430		704,215
Yelp, Inc. (a)		8,660		295,999
				1,869,696
Communications Equipment (1.0%):
Acacia Communications, Inc. (a)		14,560		686,650
Consumer Discretionary (13.2%):
Arco Platform Ltd., ADR, Class A (a)		16,863		738,262
Dineequity, Inc.		14,530		1,387,178
Eldorado Resorts, Inc. (a) (b)		15,540		715,928
G-III Apparel Group Ltd. (a) (b)		19,870		584,575
Grand Canyon Education, Inc. (a)		3,861		451,814
Monro Muffler Brake, Inc.		11,910		1,015,923
Ollie's Bargain Outlet Holdings, Inc. (a)		6,191		539,298
Planet Fitness, Inc., Class A (a)		10,390		752,652
Red Rock Resorts, Inc., Class A		25,702		552,079
Shake Shack, Inc., Class A (a)		10,220		737,884
Steven Madden Ltd.		22,069		749,243
Strategic Education, Inc.		6,600		1,174,800
				9,399,636

See notes to financial statements.

21

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (4.1%):
BJ's Wholesale Club Holdings, Inc. (a)		36,290	$	958,056
Freshpet, Inc. (a)		11,290		513,808
Nomad Foods Ltd., ADR (a)		69,440		1,483,238
				2,955,102
Electronic Equipment, Instruments & Components (1.0%):
Littelfuse, Inc.		3,877		685,880
Energy (1.4%):
Matador Resources Co. (a)		17,460		347,105
Newpark Resources, Inc. (a) (b)		88,870		659,415
				1,006,520
Financials (6.5%):
eHealth, Inc. (a)		9,301		800,816
Essent Group Ltd. (a)		13,660		641,883
Firstcash, Inc. (b)		11,390		1,139,228
Kemper Corp.		14,760		1,273,640
LendingTree, Inc. (a) (b)		1,620		680,449
Primerica, Inc.		1,130		135,544
				4,671,560
Health Care Equipment & Supplies (5.8%):
Cryoport, Inc. (a)		19,800		362,736
Glaukos Corp. (a)		8,060		607,724
Insulet Corp. (a) (b)		7,800		931,164
Irhythm Technologies, Inc. (a)		4,120		325,810
Masimo Corp. (a)		8,815		1,311,848
Penumbra, Inc. (a) (b)		3,750		600,000
Silk Road Medical, Inc. (a)		280		13,569
				4,152,851
Health Care Providers & Services (2.2%):
Hanger, Inc. (a) (b)		24,270		464,771
HealthEquity, Inc. (a)		5,610		366,894
LHC Group, Inc. (a)		6,390		764,116
				1,595,781
Health Care Technology (0.3%):
Inspire Medical System, Inc. (a) (b)		3,780		229,257
Industrials (11.9%):
Advanced Disposal Services, Inc. (a)		15,710		501,306
Altra Industrial Motion Corp.		15,510		556,499
Armstrong World Industries, Inc.		3,630		352,836
Axon Enterprise, Inc. (a)		15,227		977,726
Azul SA, ADR (a)		18,950		633,688
Generac Holdings, Inc. (a) (b)		9,030		626,772
Harsco Corp. (a)		43,280		1,187,603
Proto Labs, Inc. (a)		3,940		457,119
Simpson Manufacturing Co., Inc.		10,650		707,799
Siteone Landscape Supply, Inc. (a) (b)		17,080		1,183,644

See notes to financial statements.

22

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Trex Co., Inc. (a) (b)		9,850	$	706,245
Watts Water Technologies, Inc., Class A		5,340		497,581
				8,388,818
IT Services (10.0%):
Euronet Worldwide, Inc. (a)		10,607		1,784,521
Evo Payments, Inc. (a)		26,820		845,635
InterXion Holding NV, ADR (a)		19,944		1,517,539
Liveramp Holdings, Inc. (a)		11,972		580,403
Wix.com Ltd., ADR (a)		11,430		1,624,203
WNS Holdings Ltd., ADR (a)		13,588		804,410
				7,156,711
Materials (2.5%):
Ashland Global Holdings, Inc.		12,500		999,625
Ingevity Corp. (a) (b)		7,530		791,930
				1,791,555
Pharmaceuticals (1.3%):
GW Pharmaceuticals PLC, ADR (a) (b)		5,500		948,145
Semiconductors & Semiconductor Equipment (6.5%):
Advanced Energy Industries, Inc. (a)		10,410		585,771
Cabot Microelectronics Corp.		8,300		913,663
Inphi Corp. (a)		18,100		906,810
MKS Instruments, Inc.		7,550		588,070
Monolithic Power Systems, Inc. (b)		5,588		758,739
Silicon Laboratories, Inc. (a) (b)		8,780		907,852
				4,660,905
Software (10.5%):
ACI Worldwide, Inc. (a)		26,330		904,172
Cornerstone OnDemand, Inc. (a)		24,942		1,444,890
Coupa Software, Inc. (a)		12,990		1,644,664
Envestnet, Inc. (a)		10,560		721,987
Everbridge, Inc. (a) (b)		10,210		912,978
Q2 Holdings, Inc. (a)		6,950		530,702
RingCentral, Inc., Class A (a)		12,699		1,459,369
				7,618,762
Total Common Stocks (Cost $55,053,315)				70,477,185
Collateral for Securities Loaned^ (15.1%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (d)		2,263,945		2,263,945
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (d)		2,916,220		2,916,220
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (d)		75,734		75,734
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (d)		1,245,004		1,245,004
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (d)		1,697,695		1,697,695

See notes to financial statements.

23

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (d)		2,640,955	$	2,640,955
Total Collateral for Securities Loaned (Cost $10,839,553)				10,839,553
Total Investments (Cost $65,892,868) — 113.5%				81,316,738
Liabilities in excess of other assets — (13.5)%				(9,674,762	)
NET ASSETS — 100.00%			$	71,641,976

^  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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, illiquid securities were 0.4% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

24

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
ASSETS:
Investments, at value (Cost $1,964,983,249, $206,039,675 and $471,711,965)	$	2,524,491,388	(a)	$	281,659,463	(b)	$	572,963,153	(c)
Cash and cash equivalents		54,746,482			6,199,612			9,801,647
Interest and dividends receivable		696,578			64,770			161,909
Receivable for capital shares issued		1,159,765			11,181			279,663
Receivable for investments sold		1,647,820			1,512,920			1,001,556
Receivable from Adviser		97,810			72,614			134,468
Prepaid expenses		56,416			30,350			42,461
Total Assets		2,582,896,259			289,550,910			584,384,857
LIABILITIES:
Payables:
Collateral received on loaned securities		356,900,924			31,635,050			51,578,661
Investments purchased		16,555,877			571,055			623,578
Capital shares redeemed		2,438,893			2,399,158			250,291
Accrued expenses and other payables:
Investment advisory fees		1,672,344			209,259			361,781
Administration fees		108,530			12,720			26,146
Custodian fees		24,999			1,754			1,914
Transfer agent fees		336,906			71,929			73,949
Chief Compliance Officer fees		1,385			183			301
Trustees' fees		5,645			—			465
12b-1 fees		79,341			24,357			18,746
Other accrued expenses		100,072			20,943			11,093
Total Liabilities		378,224,916			34,946,408			52,946,925
NET ASSETS:
Capital		1,583,892,813			138,915,824			436,707,595
Total distributable earnings/(loss)		620,778,530			115,688,678			94,730,337
Net Assets	$	2,204,671,343		$	254,604,502		$	531,437,932
Net Assets
Class A Shares	$	691,543,304		$	106,684,207		$	93,777,216
Class C Shares		17,864,732			32,624,815			22,045,511
Class R Shares		9,464,747			848,500			952,889
Class R6 Shares		311,471,014			274,449			16,189,952
Class Y Shares		1,174,327,546			114,172,531			398,472,364
Total	$	2,204,671,343		$	254,604,502		$	531,437,932
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		8,617,102			2,924,739			3,608,050
Class C Shares		261,658			1,091,471			977,329
Class R Shares		129,295			27,952			40,067
Class R6 Shares		3,709,418			7,132			598,551
Class Y Shares		14,008,493			2,976,453			14,743,345
Total		26,725,966			7,027,747			19,967,342
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	80.25		$	36.48		$	25.99
Class C Shares (d)		68.28			29.89			22.56
Class R Shares		73.20			30.36			23.78
Class R6 Shares		83.97			38.48			27.05
Class Y Shares		83.83			38.36			27.03
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	85.15		$	38.71		$	27.58

(a)  Includes $354,414,246 of securities on loan.

(b)  Includes $30,791,667 of securities on loan.

(c)  Includes $50,644,849 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

25

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
ASSETS:
Investments, at value (Cost $197,167,791, $256,465,680 and $65,892,868)	$	280,713,262	(a)	$	323,954,178	(b)	$	81,316,738	(c)
Cash and cash equivalents		1,954,330			10,397,990			1,624,735
Interest and dividends receivable		89,485			121,002			22,392
Receivable for capital shares issued		4,643			1,438,738			4,797
Receivable for investments sold		5,548,288			100,990			55,856
Receivable from Adviser		70,953			5,498			7,270
Prepaid expenses		11,448			20,257			29,328
Total Assets		288,392,409			336,038,653			83,061,116
LIABILITIES:
Payables:
Collateral received on loaned securities		21,076,108			55,379,879			10,839,553
Investments purchased		6,496,021			2,356,636			507,809
Capital shares redeemed		328,012			145,135			94
Accrued expenses and other payables:
Investment advisory fees		157,788			220,761			42,904
Administration fees		12,940			13,586			3,522
Custodian fees		1,736			497			398
Transfer agent fees		28,565			38,439			10,325
Chief Compliance Officer fees		171			177			47
Trustees' fees		115			118			24
12b-1 fees		24,937			24,461			7,363
Other accrued expenses		14,918			8,427			7,101
Total Liabilities		28,141,311			58,188,116			11,419,140
NET ASSETS:
Capital		162,960,740			186,877,024			48,511,456
Total distributable earnings/(loss)		97,290,358			90,973,513			23,130,520
Net Assets	$	260,251,098		$	277,850,537		$	71,641,976
Net Assets
Class A Shares	$	223,397,188		$	186,323,615		$	64,577,313
Class C Shares		4,753,542			13,418,652			633,775
Class R Shares		521,097			809,000			2,797,607
Class Y Shares		31,579,271			77,299,270			3,633,281
Total	$	260,251,098		$	277,850,537		$	71,641,976
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		10,991,063			7,847,090			3,779,056
Class C Shares		280,095			722,493			109,742
Class R Shares		28,106			39,879			206,192
Class Y Shares		1,493,231			3,024,400			207,427
Total		12,792,495			11,633,862			4,302,417
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	20.33		$	23.74		$	17.09
Class C Shares (d)		16.97			18.57			5.78
Class R Shares		18.54			20.29			13.57
Class Y Shares		21.15			25.56			17.52
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	21.57		$	25.19		$	18.13

(a)  Includes $20,665,064 of securities on loan.

(b)  Includes $54,597,012 of securities on loan.

(c)  Includes $10,832,077 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

26

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
Investment Income:
Dividends	$	3,215,078		$	453,662		$	1,142,504
Interest		566,994			34,477			85,829
Securities lending (net of fees)		238,161			22,021			27,361
Foreign tax withholding		—			—			(15,639	)
Total Income		4,020,233			510,160			1,240,055
Expenses:
Investment advisory fees		9,515,106			1,300,790			1,790,550
Administration fees		632,556			82,209			133,005
12b-1 fees — Class A Shares		777,181			128,636			109,155
12b-1 fees — Class C Shares		83,714			166,749			105,024
12b-1 fees — Class R Shares		21,366			2,100			2,940
Custodian fees		37,947			6,473			9,443
Transfer agent fees		61,672			18,208			13,128
Transfer agent fees — Class A Shares		403,811			73,573			58,878
Transfer agent fees — Class C Shares		9,229			20,863			9,803
Transfer agent fees — Class R Shares		7,057			2,004			2,442
Transfer agent fees — Class R6 Shares		2,791			49			83
Transfer agent fees — Class Y Shares		528,733			69,990			160,314
Trustees' fees		84,261			12,590			17,470
Chief Compliance Officer fees		7,948			1,118			1,638
Legal and audit fees		80,034			14,732			19,659
State registration and filing fees		75,729			40,192			52,287
Interfund lending fees		—			976			—
Other expenses		105,783			20,919			21,395
Total Expenses		12,434,918			1,962,171			2,507,214
Expenses waived/reimbursed by Adviser		(224,361	)		(167,694	)		(265,237	)
Net Expenses		12,210,557			1,794,477			2,241,977
Net Investment Income (Loss)		(8,190,324	)		(1,284,317	)		(1,001,922	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		91,094,416			26,004,430			8,116,052
Net change in unrealized appreciation/depreciation on investment securities		434,012,759			35,723,214			99,926,019
Net realized/unrealized gains (losses) on investments		525,107,175			61,727,644			108,042,071
Change in net assets resulting from operations	$	516,916,851		$	60,443,327		$	107,040,149

See notes to financial statements.

27

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
Investment Income:
Dividends	$	1,251,042		$	197,700		$	107,296
Interest		38,607			75,682			14,866
Securities lending (net of fees)		63,136			159,655			8,926
Foreign tax withholding		(12,971	)		—			—
Total Income		1,339,814			433,037			131,088
Expenses:
Investment advisory fees		930,411			1,264,662			250,253
Administration fees		78,372			79,869			21,079
12b-1 fees — Class A Shares		266,002			213,966			75,286
12b-1 fees — Class C Shares		24,022			70,563			3,202
12b-1 fees — Class R Shares		1,252			1,994			6,534
Custodian fees		5,875			6,496			2,132
Transfer agent fees		8,395			4,648			1,900
Transfer agent fees — Class A Shares		86,260			88,558			31,109
Transfer agent fees — Class C Shares		2,912			6,513			238
Transfer agent fees — Class R Shares		1,774			2,352			2,839
Transfer agent fees — Class Y Shares		9,722			34,800			653
Trustees' fees		10,740			10,643			2,962
Chief Compliance Officer fees		1,002			1,001			270
Legal and audit fees		13,327			13,357			6,367
State registration and filing fees		35,150			39,815			30,323
Interfund lending fees		30			—			—
Other expenses		12,631			17,576			5,745
Total Expenses		1,487,877			1,856,813			440,892
Expenses waived/reimbursed by Adviser		(141,084	)		(12,953	)		(15,147	)
Net Expenses		1,346,793			1,843,860			425,745
Net Investment Income (Loss)		(6,979	)		(1,410,823	)		(294,657	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		14,381,694			26,347,762			4,054,462
Net change in unrealized appreciation/depreciation on investment securities		37,508,804			35,922,013			14,068,681
Net realized/unrealized gains (losses) on investments		51,890,498			62,269,775			18,123,143
Change in net assets resulting from operations	$	51,883,519		$	60,858,952		$	17,828,486

See notes to financial statements.

28

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	(8,190,324	)	$	(14,995,332	)	$	(1,284,317	)	$	(3,232,574	)	$	(1,001,922	)	$	(1,546,774	)
Net realized gains (losses) from investments		91,094,416			252,184,350			26,004,430			77,904,223			8,116,052			40,686,227
Net change in unrealized appreciation/ depreciation on investments		434,012,759			(419,205,443	)		35,723,214			(91,949,344	)		99,926,019			(75,203,742	)
Change in net assets resulting from operations		516,916,851			(182,016,425	)		60,443,327			(17,277,695	)		107,040,149			(36,064,289	)
Distributions to Shareholders:
Class A Shares		—			(86,181,961	)		—			(32,610,434	)		—			(12,442,159	)
Class C Shares		—			(2,657,586	)		—			(13,368,504	)		—			(3,176,582	)
Class R Shares		—			(1,376,192	)		—			(276,329	)		—			(212,737	)
Class R6 Shares		—			(14,758,716	)		—			(72,946	)		—			(572,379	)
Class Y Shares		—			(169,651,115	)		—			(42,950,796	)		—			(38,217,832	)
From return of capital:
Class A Shares		—			—			—			—			—			(467,768	)
Class C Shares		—			—			—			—			—			(119,425	)
Class R Shares		—			—			—			—			—			(7,998	)
Class R6 Shares		—			—			—			—			—			(21,519	)
Class Y Shares		—			—			—			—			—			(1,436,814	)
Change in net assets resulting from distributions to shareholders		—			(274,625,570	)		—			(89,279,009	)		—			(56,675,213	)
Change in net assets resulting from capital transactions		87,117,447			353,743,296			(53,621,945	)		(90,253,951	)		82,928,661			(11,193,976	)
Change in net assets		604,034,298			(102,898,699	)		6,821,382			(196,810,655	)		189,968,810			(103,933,478	)
Net Assets:
Beginning of period		1,600,637,045			1,703,535,744			247,783,120			444,593,775			341,469,122			445,402,600
End of period	$	2,204,671,343		$	1,600,637,045		$	254,604,502		$	247,783,120		$	531,437,932		$	341,469,122

  (continues on next page)

See notes to financial statements.

29

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	101,285,068		$	105,278,656		$	4,851,123		$	14,046,816		$	4,294,580		$	8,751,587
Distributions reinvested		—			82,149,195			—			31,279,068			—			12,442,557
Cost of shares redeemed		(68,400,378	)		(126,357,303	)		(16,248,920	)		(58,561,445	)		(8,428,218	)		(35,922,137	)
Total Class A Shares	$	32,884,690		$	61,070,548		$	(11,397,797	)	$	(13,235,561	)	$	(4,133,638	)	$	(14,727,993	)
Class C Shares
Proceeds from shares issued	$	2,221,453		$	8,087,931		$	570,661		$	3,457,448		$	561,713		$	2,830,669
Distributions reinvested		—			2,345,566			—			12,670,417			—			2,550,620
Cost of shares redeemed		(2,261,806	)		(5,957,121	)		(7,257,352	)		(19,496,179	)		(1,890,384	)		(5,849,733	)
Total Class C Shares	$	(40,353	)	$	4,476,376		$	(6,686,691	)	$	(3,368,314	)	$	(1,328,671	)	$	(468,444	)
Class R Shares
Proceeds from shares issued	$	2,153,021		$	6,973,887		$	121,170		$	461,702		$	61,939		$	266,779
Distributions reinvested		—			1,376,192			—			123,655			—			220,735
Cost of shares redeemed		(2,212,208	)		(6,397,173	)		(159,744	)		(577,116	)		(567,673	)		(708,430	)
Total Class R Shares	$	(59,187	)	$	1,952,906		$	(38,574	)	$	8,241		$	(505,734	)	$	(220,916	)
Class R6 Shares
Proceeds from shares issued	$	177,454,128		$	124,843,919		$	2,866		$	117,936		$	10,905,174		$	2,219,318
Distributions reinvested		—			14,369,574			—			72,946			—			593,898
Cost of shares redeemed		(29,436,261	)		(19,320,964	)		(26,503	)		(1,210	)		(307,891	)		(99,947	)
Total Class R6 Shares	$	148,017,867		$	119,892,529		$	(23,637	)	$	189,672		$	10,597,283		$	2,713,269
Class Y Shares
Proceeds from shares issued	$	156,070,535		$	416,879,341		$	8,691,558		$	28,684,557		$	164,241,375		$	227,492,113
Distributions reinvested		—			148,024,895			—			39,382,125			—			38,045,473
Cost of shares redeemed		(249,756,105	)		(398,553,299	)		(44,166,804	)		(141,914,671	)		(85,941,954	)		(264,027,478	)
Total Class Y Shares	$	(93,685,570	)	$	166,350,937		$	(35,475,246	)	$	(73,847,989	)	$	78,299,421		$	1,510,108
Change in net assets resulting from capital transactions	$	87,117,447		$	353,743,296		$	(53,621,945	)	$	(90,253,951	)	$	82,928,661		$	(11,193,976	)

(continues on next page)

See notes to financial statements.

30

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		1,365,841			1,200,807			147,782			302,025			179,397			348,050
Reinvested		—			1,356,269			—			1,097,126			—			629,047
Redeemed		(919,714	)		(1,490,844	)		(482,649	)		(1,344,789	)		(352,083	)		(1,397,550	)
Total Class A Shares		446,127			1,066,232			(334,867	)		54,362			(172,686	)		(420,453	)
Class C Shares
Issued		36,770			110,706			21,089			96,266			28,008			145,805
Reinvested		—			45,334			—			540,086			—			147,862
Redeemed		(35,737	)		(85,559	)		(262,575	)		(558,364	)		(89,430	)		(256,898	)
Total Class C Shares		1,033			70,481			(241,486	)		77,988			(61,422	)		36,769
Class R Shares
Issued		31,457			82,863			4,657			13,459			2,919			10,366
Reinvested		—			24,845			—			5,198			—			12,162
Redeemed		(32,550	)		(79,211	)		(5,738	)		(14,324	)		(25,332	)		(29,842	)
Total Class R Shares		(1,093	)		28,497			(1,081	)		4,333			(22,413	)		(7,314	)
Class R6 Shares
Issued		2,314,493			1,459,295			81			2,231			427,567			77,219
Reinvested		—			227,151			—			2,430			—			28,900
Redeemed		(379,852	)		(217,059	)		(773	)		(24	)		(11,905	)		(3,537	)
Total Class R6 Shares		1,934,641			1,469,387			(692	)		4,637			415,662			102,582
Class Y Shares
Issued		2,062,608			4,671,397			253,618			606,709			6,535,338			8,077,236
Reinvested		—			2,342,907			—			1,315,368			—			1,852,263
Redeemed		(3,224,087	)		(4,774,238	)		(1,245,618	)		(3,107,726	)		(3,516,189	)		(9,888,828	)
Total Class Y Shares		(1,161,479	)		2,240,066			(992,000	)		(1,185,649	)		3,019,149			40,671
Change in Shares		1,219,229			4,874,663			(1,570,126	)		(1,044,329	)		3,178,290			(247,745	)

See notes to financial statements.

31

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	(6,979	)	$	(700,567	)	$	(1,410,823	)	$	(2,560,543	)	$	(294,657	)	$	(595,282	)
Net realized gains (losses) from investments		14,381,694			28,910,507			26,347,762			29,219,309			4,054,462			14,361,115
Net change in unrealized appreciation/ depreciation on investments		37,508,804			(43,461,446	)		35,922,013			(35,986,495	)		14,068,681			(18,554,821	)
Change in net assets resulting from operations		51,883,519			(15,251,506	)		60,858,952			(9,327,729	)		17,828,486			(4,788,988	)
Distributions to Shareholders:
Class A Shares		—			(27,566,639	)		—			(20,359,029	)		—			(13,226,281	)
Class C Shares		—			(842,729	)		—			(2,120,416	)		—			(209,470	)
Class R Shares		—			(107,275	)		—			(192,779	)		—			(780,300	)
Class Y Shares		—			(3,780,962	)		—			(7,184,754	)		—			(533,247	)
Change in net assets resulting from distributions to shareholders		—			(32,297,605	)		—			(29,856,978	)		—			(14,749,298	)
Change in net assets resulting from capital transactions		(11,234,002	)		10,800,103			10,643,508			53,948,216			(3,473,991	)		999,823
Change in net assets		40,649,517			(36,749,008	)		71,502,460			14,763,509			14,354,495			(18,538,463	)
Net Assets:
Beginning of period		219,601,581			256,350,589			206,348,077			191,584,568			57,287,481			75,825,944
End of period	$	260,251,098		$	219,601,581		$	277,850,537		$	206,348,077		$	71,641,976		$	57,287,481

  (continues on next page)

See notes to financial statements.

32

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	2,062,704		$	6,647,316		$	18,667,819		$	45,799,664		$	1,061,287		$	2,996,513
Distributions reinvested		—			26,853,288			—			19,428,046			—			13,049,204
Cost of shares redeemed		(11,347,000	)		(22,877,989	)		(14,258,040	)		(47,927,603	)		(4,189,483	)		(12,380,756	)
Total Class A Shares	$	(9,284,296	)	$	10,622,615		$	4,409,779		$	17,300,107		$	(3,128,196	)	$	3,664,961
Class C Shares
Proceeds from shares issued	$	90,698		$	890,775		$	1,610,125		$	3,866,344		$	14,491		$	528,709
Distributions reinvested		—			689,704			—			1,929,817			—			209,470
Cost of shares redeemed		(745,237	)		(2,955,385	)		(3,397,691	)		(3,343,244	)		(173,496	)		(395,878	)
Total Class C Shares	$	(654,539	)	$	(1,374,906	)	$	(1,787,566	)	$	2,452,917		$	(159,005	)	$	342,301
Class R Shares
Proceeds from shares issued	$	24,175		$	160,857		$	91,532		$	227,735		$	143,937		$	378,935
Distributions reinvested		—			107,275			—			192,779			—			780,300
Cost of shares redeemed		(125,846	)		(421,435	)		(196,569	)		(1,256,857	)		(343,925	)		(1,202,751	)
Total Class R Shares	$	(101,671	)	$	(153,303	)	$	(105,037	)	$	(836,343	)	$	(199,988	)	$	(43,516	)
Class Y Shares
Proceeds from shares issued	$	1,013,145		$	3,514,242		$	24,425,830		$	67,459,196		$	227,869		$	1,935,138
Distributions reinvested		—			3,588,161			—			6,895,347			—			530,782
Cost of shares redeemed		(2,206,641	)		(5,396,706	)		(16,299,498	)		(39,323,008	)		(214,671	)		(5,429,843	)
Total Class Y Shares	$	(1,193,496	)	$	1,705,697		$	8,126,332		$	35,031,535		$	13,198		$	(2,963,923	)
Change in net assets resulting from capital transactions	$	(11,234,002	)	$	10,800,103		$	10,643,508		$	53,948,216		$	(3,473,991	)	$	999,823

(continues on next page)

See notes to financial statements.

33

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		106,822			310,179			829,250			1,863,602			67,991			147,464
Reinvested		—			1,650,479			—			1,077,540			—			1,016,293
Redeemed		(593,008	)		(1,077,534	)		(637,395	)		(2,057,895	)		(268,456	)		(654,258	)
Total Class A Shares		(486,186	)		883,124			191,855			883,247			(200,465	)		509,499
Class C Shares
Issued		5,710			53,479			90,398			206,957			2,678			77,353
Reinvested		—			50,531			—			136,190			—			48,044
Redeemed		(46,284	)		(172,906	)		(191,167	)		(187,012	)		(32,776	)		(40,999	)
Total Class C Shares		(40,574	)		(68,896	)		(100,769	)		156,135			(30,098	)		84,398
Class R Shares
Issued		1,391			7,993			4,914			10,724			11,500			22,190
Reinvested		—			7,205			—			12,486			—			76,350
Redeemed		(7,646	)		(24,044	)		(10,031	)		(67,986	)		(28,334	)		(85,841	)
Total Class R Shares		(6,255	)		(8,846	)		(5,117	)		(44,776	)		(16,834	)		12,699
Class Y Shares
Issued		50,633			161,376			1,015,419			2,542,760			14,845			109,862
Reinvested		—			212,192			—			355,614			—			40,364
Redeemed		(109,964	)		(248,627	)		(698,843	)		(1,590,202	)		(14,421	)		(276,436	)
Total Class Y Shares		(59,331	)		124,941			316,576			1,308,172			424			(126,210	)
Change in Shares		(592,346	)		930,323			402,545			2,302,778			(246,973	)		480,386

See notes to financial statements.

34

This page is intentionally left blank.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Small Cap Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	61.11		(0.37	)		19.51			19.14			—			—
Year Ended 12/31/18	$	80.96		(0.83	)		(6.54	)		(7.37	)		—			(12.48	)
Year Ended 12/31/17	$	65.31		(0.75	)		24.13			23.38			—			(7.73	)
Year Ended 12/31/16	$	64.73		(0.55	)		1.13			0.58			—			—
Year Ended 12/31/15	$	65.53		(0.74	)		0.80			0.06			—			(0.86	)
Year Ended 12/31/14	$	63.68		(0.71	)		6.64			5.93			(0.57	)		(3.51	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	52.19		(0.55	)		16.64			16.09			—			—
Year Ended 12/31/18	$	71.70		(1.31	)		(5.72	)		(7.03	)		—			(12.48	)
Year Ended 12/31/17	$	58.97		(1.18	)		21.64			20.46			—			(7.73	)
Year Ended 12/31/16	$	58.90		(0.90	)		0.97			0.07			—			—
Year Ended 12/31/15	$	60.15		(1.15	)		0.76			(0.39	)		—			(0.86	)
Year Ended 12/31/14	$	58.84		(1.09	)		6.08			4.99			(0.17	)		(3.51	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	55.87		(0.49	)		17.82			17.33			—			—
Year Ended 12/31/18	$	75.55		(1.15	)		(6.05	)		(7.20	)		—			(12.48	)
Year Ended 12/31/17	$	61.63		(1.04	)		22.69			21.65			—			(7.73	)
Year Ended 12/31/16	$	61.27		(0.68	)		1.04			0.36			—			—
Year Ended 12/31/15	$	62.28		(0.93	)		0.78			(0.15	)		—			(0.86	)
Year Ended 12/31/14	$	60.77		(0.94	)		6.29			5.35			(0.33	)		(3.51	)
Class R6
Six Months Ended 6/30/19 (unaudited)	$	63.83		(0.25	)		20.39			20.14			—			—
Year Ended 12/31/18	$	83.67		(0.58	)		(6.78	)		(7.36	)		—			(12.48	)
7/12/17(f) through 12/31/17	$	79.23		(0.41	)		12.58			12.17			—			(7.73	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	63.75		(0.28	)		20.36			20.08			—			—
Year Ended 12/31/18	$	83.64		(0.61	)		(6.80	)		(7.41	)		—			(12.48	)
Year Ended 12/31/17	$	67.08		(0.53	)		24.82			24.29			—			(7.73	)
Year Ended 12/31/16	$	66.32		(0.39	)		1.16			0.77			(0.01	)		—
Year Ended 12/31/15	$	67.04		(0.56	)		0.81			0.25			(0.11	)		(0.86	)
Year Ended 12/31/14	$	65.06		(0.54	)		6.79			6.25			(0.76	)		(3.51	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Commencement of operations.

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Small Cap Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	80.25		31.34	%		1.40	%		(1.00	)%		1.43	%	$	691,542		47	%
Year Ended 12/31/18		(12.48	)	$	61.11		(8.97	)%		1.40	%		(0.94	)%		1.45	%	$	499,350		86	%
Year Ended 12/31/17		(7.73	)	$	80.96		36.86	%		1.40	%		(1.00	)%		1.44	%	$	575,227		107	%
Year Ended 12/31/16		—		$	65.31		0.90	%		1.40	%		(0.92	)%		1.45	%	$	481,125		91	%
Year Ended 12/31/15		(0.86	)	$	64.73		0.08	%		1.40	%		(1.07	)%		1.41	%	$	767,304		94	%
Year Ended 12/31/14		(4.08	)	$	65.53		9.36	%		1.38	%		(1.12	)%		1.42	%	$	618,656		104	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	68.28		30.83	%		2.16	%		(1.76	)%		2.26	%	$	17,865		47	%
Year Ended 12/31/18		(12.48	)	$	52.19		(9.66	)%		2.16	%		(1.71	)%		2.26	%	$	13,602		86	%
Year Ended 12/31/17		(7.73	)	$	71.70		35.84	%		2.16	%		(1.75	)%		2.23	%	$	13,633		107	%
Year Ended 12/31/16		—		$	58.97		0.12	%		2.16	%		(1.67	)%		2.22	%	$	13,035		91	%
Year Ended 12/31/15		(0.86	)	$	58.90		(0.67	)%		2.16	%		(1.67	)%		2.22	%	$	20,878		94	%
Year Ended 12/31/14		(3.68	)	$	60.15		8.52	%		2.15	%		(1.88	)%		2.29	%	$	11,792		104	%
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	73.20		31.04	%		1.86	%		(1.46	)%		1.91	%	$	9,465		47	%
Year Ended 12/31/18		(12.48	)	$	55.87		(9.39	)%		1.86	%		(1.40	)%		1.87	%	$	7,285		86	%
Year Ended 12/31/17		(7.73	)	$	75.55		36.24	%		1.86	%		(1.46	)%		1.94	%	$	7,698		107	%
Year Ended 12/31/16		—		$	61.63		0.59	%		1.70	%		(1.20	)%		1.70	%	$	5,371		91	%
Year Ended 12/31/15		(0.86	)	$	61.27		(0.26	)%		1.75	%		(1.41	)%		1.75	%	$	5,241		94	%
Year Ended 12/31/14		(3.84	)	$	62.28		8.86	%		1.84	%		(1.58	)%		1.88	%	$	2,621		104	%
Class R6
Six Months Ended 6/30/19 (unaudited)		—		$	83.97		31.55	%		1.06	%		(0.65	)%		1.06	%	$	311,471		47	%
Year Ended 12/31/18		(12.48	)	$	63.83		(8.66	)%		1.06	%		(0.64	)%		1.10	%	$	113,288		86	%
7/12/17(f) through 12/31/17		(7.73	)	$	83.67		16.23	%		1.06	%		(1.03	)%		1.41	%	$	25,551		107	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	83.83		31.50	%		1.13	%		(0.73	)%		1.15	%	$	1,174,328		47	%
Year Ended 12/31/18		(12.48	)	$	63.75		(8.72	)%		1.13	%		(0.67	)%		1.15	%	$	967,112		86	%
Year Ended 12/31/17		(7.73	)	$	83.64		37.23	%		1.13	%		(0.68	)%		1.17	%	$	1,081,427		107	%
Year Ended 12/31/16		(0.01	)	$	67.08		1.16	%		1.13	%		(0.64	)%		1.21	%	$	1,379,669		91	%
Year Ended 12/31/15		(0.97	)	$	66.32		0.36	%		1.13	%		(0.79	)%		1.18	%	$	1,576,927		94	%
Year Ended 12/31/14		(4.27	)	$	67.04		9.65	%		1.11	%		(0.84	)%		1.13	%	$	504,974		104	%

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales charge)(b)
Victory RS Select Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	28.96		(0.17	)		7.69			7.52			—			—		$	36.48		25.97	%
Year Ended 12/31/18	$	46.03		(0.42	)		(3.12	)		(3.54	)		(13.53	)		(13.53	)	$	28.96		(7.23	)%
Year Ended 12/31/17	$	45.04		(0.43	)		8.16			7.73			(6.74	)		(6.74	)	$	46.03		17.10	%
Year Ended 12/31/16	$	43.54		(0.32	)		3.30			2.98			(1.48	)		(1.48	)	$	45.04		6.85	%
Year Ended 12/31/15	$	47.80		(0.41	)		0.24			(0.17	)		(4.09	)		(4.09	)	$	43.54		(0.38	)%
Year Ended 12/31/14	$	49.57		(0.52	)		1.08			0.56			(2.33	)		(2.33	)	$	47.80		1.16	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	23.82		(0.24	)		6.31			6.07			—			—		$	29.89		25.48	%
Year Ended 12/31/18	$	40.80		(0.70	)		(2.75	)		(3.45	)		(13.53	)		(13.53	)	$	23.82		(7.98	)%
Year Ended 12/31/17	$	40.89		(0.73	)		7.38			6.65			(6.74	)		(6.74	)	$	40.80		16.19	%
Year Ended 12/31/16	$	39.97		(0.60	)		3.00			2.40			(1.48	)		(1.48	)	$	40.89		6.04	%
Year Ended 12/31/15	$	44.57		(0.74	)		0.23			(0.51	)		(4.09	)		(4.09	)	$	39.97		(1.17	)%
Year Ended 12/31/14	$	46.73		(0.83	)		1.00			0.17			(2.33	)		(2.33	)	$	44.57		0.39	%
Class R
Six Months Ended 6/30/19 (unaudited)	$	24.16		(0.21	)		6.41			6.20			—			—		$	30.36		25.66	%
Year Ended 12/31/18	$	41.06		(0.59	)		(2.78	)		(3.37	)		(13.53	)		(13.53	)	$	24.16		(7.70	)%
Year Ended 12/31/17	$	41.00		(0.61	)		7.41			6.80			(6.74	)		(6.74	)	$	41.06		16.51	%
Year Ended 12/31/16	$	39.93		(0.46	)		3.01			2.55			(1.48	)		(1.48	)	$	41.00		6.39	%
Year Ended 12/31/15	$	44.40		(0.59	)		0.21			(0.38	)		(4.09	)		(4.09	)	$	39.93		(0.88	)%
Year Ended 12/31/14	$	46.38		(0.71	)		1.06			—			(2.33	)		(2.33	)	$	44.40		0.78	%
Class R6
Six Months Ended 6/30/19 (unaudited)	$	30.50		(0.12	)		8.10			7.98			—			—		$	38.48		26.16	%
Year Ended 12/31/18	$	47.53		(0.29	)		(3.21	)		(3.50	)		(13.53	)		(13.53	)	$	30.50		(6.92	)%
Year Ended 12/31/17	$	46.16		(0.28	)		8.39			8.11			(6.74	)		(6.74	)	$	47.53		17.48	%
11/15/16(f) through 12/31/16	$	46.65		(0.03	)		1.02			0.99			(1.48	)		(1.48	)	$	46.16		2.15	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	30.41		(0.13	)		8.08			7.95			—			—		$	38.36		26.14	%
Year Ended 12/31/18	$	47.47		(0.30	)		(3.23	)		(3.53	)		(13.53	)		(13.53	)	$	30.41		(7.02	)%
Year Ended 12/31/17	$	46.15		(0.31	)		8.37			8.06			(6.74	)		(6.74	)	$	47.47		17.40	%
Year Ended 12/31/16	$	44.47		(0.21	)		3.37			3.16			(1.48	)		(1.48	)	$	46.15		7.13	%
Year Ended 12/31/15	$	48.61		(0.29	)		0.24			(0.05	)		(4.09	)		(4.09	)	$	44.47		(0.12	)%
Year Ended 12/31/14	$	50.24		(0.39	)		1.09			0.70			(2.33	)		(2.33	)	$	48.61		1.42	%

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Select Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)		1.40	%		(1.01	)%		1.53	%	$	106,684		42	%
Year Ended 12/31/18		1.40	%		(0.86	)%		1.50	%	$	94,393		79	%
Year Ended 12/31/17		1.40	%		(0.88	)%		1.49	%	$	147,531		69	%
Year Ended 12/31/16		1.40	%		(0.74	)%		1.47	%	$	170,825		89	%
Year Ended 12/31/15		1.40	%		(0.84	)%		1.44	%	$	238		86	%
Year Ended 12/31/14		1.38	%		(1.08	)%		1.43	%	$	284,499		96	%
Class C
Six Months Ended 6/30/19 (unaudited)		2.18	%		(1.79	)%		2.30	%	$	32,625		42	%
Year Ended 12/31/18		2.18	%		(1.64	)%		2.25	%	$	31,754		79	%
Year Ended 12/31/17		2.18	%		(1.66	)%		2.24	%	$	51,208		69	%
Year Ended 12/31/16		2.18	%		(1.52	)%		2.23	%	$	63,841		89	%
Year Ended 12/31/15		2.18	%		(1.62	)%		2.20	%	$	83		86	%
Year Ended 12/31/14		2.16	%		(1.85	)%		2.25	%	$	86,025		96	%
Class R
Six Months Ended 6/30/19 (unaudited)		1.91	%		(1.52	)%		4.03	%	$	849		42	%
Year Ended 12/31/18		1.91	%		(1.38	)%		3.60	%	$	701		79	%
Year Ended 12/31/17		1.91	%		(1.39	)%		2.90	%	$	1,014		69	%
Year Ended 12/31/16		1.82	%		(1.17	)%		1.82	%	$	1,440		89	%
Year Ended 12/31/15		1.90	%		(1.30	)%		1.90	%	$	2		86	%
Year Ended 12/31/14		1.89	%		(1.57	)%		1.97	%	$	1,239		96	%
Class R6
Six Months Ended 6/30/19 (unaudited)		1.06	%		(0.67	)%		5.64	%	$	274		42	%
Year Ended 12/31/18		1.06	%		(0.59	)%		6.33	%	$	239		79	%
Year Ended 12/31/17		1.06	%		(0.55	)%		27.47	%	$	151		69	%
11/15/16(f) through 12/31/16		1.06	%		(0.43	)%		26.37	%	$	51		89	%
Class Y
Six Months Ended 6/30/19 (unaudited)		1.14	%		(0.75	)%		1.25	%	$	114,173		42	%
Year Ended 12/31/18		1.14	%		(0.59	)%		1.21	%	$	120,696		79	%
Year Ended 12/31/17		1.14	%		(0.62	)%		1.20	%	$	244,689		69	%
Year Ended 12/31/16		1.14	%		(0.49	)%		1.20	%	$	287,970		89	%
Year Ended 12/31/15		1.14	%		(0.58	)%		1.18	%	$	403		86	%
Year Ended 12/31/14		1.12	%		(0.81	)%		1.18	%	$	474,596		96	%

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Commencement of operations.

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	19.96		(0.07	)		6.10			6.03			—			—
Year Ended 12/31/18	$	25.77		(0.14	)		(1.79	)		(1.93	)		(3.00	)		(0.88	)
Year Ended 12/31/17	$	21.32		(0.10	)		4.55			4.45			—			—
Year Ended 12/31/16	$	20.29		(0.07	)		1.10			1.03			—			—
Year Ended 12/31/15	$	20.14		(0.08	)		0.23			0.15			—			—
Year Ended 12/31/14	$	18.83		(0.15	)		1.46			1.31			—			—
Class C
Six Months Ended 6/30/19 (unaudited)	$	17.40		(0.16	)		5.32			5.16			—			—
Year Ended 12/31/18	$	23.22		(0.35	)		(1.59	)		(1.94	)		(3.65	)		(0.23	)
Year Ended 12/31/17	$	19.38		(0.28	)		4.12			3.84			—			—
Year Ended 12/31/16	$	18.61		(0.23	)		1.00			0.77			—			—
Year Ended 12/31/15	$	18.64		(0.25	)		0.22			(0.03	)		—			—
Year Ended 12/31/14	$	17.56		(0.28	)		1.36			1.08			—			—
Class R
Six Months Ended 6/30/19 (unaudited)	$	18.31		(0.13	)		5.60			5.47			—			—
Year Ended 12/31/18	$	24.14		(0.29	)		(1.66	)		(1.95	)		(3.86	)		(0.02	)
Year Ended 12/31/17	$	20.09		(0.23	)		4.28			4.05			—			—
Year Ended 12/31/16	$	19.22		(0.16	)		1.03			0.87			—			—
Year Ended 12/31/15	$	19.18		(0.18	)		0.22			0.04			—			—
Year Ended 12/31/14	$	18.01		(0.24	)		1.41			1.17			—			—
Class R6
Six Months Ended 6/30/19 (unaudited)	$	20.74		(0.05	)		6.36			6.31			—			—
Year Ended 12/31/18	$	26.55		(0.07	)		(1.86	)		(1.93	)		(3.84	)		(0.04	)
Year Ended 12/31/17	$	21.90		(0.04	)		4.69			4.65			—			—
11/15/16(f) through 12/31/16	$	21.30		—	(g)		0.60			0.60			—			—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	20.73		(0.05	)		6.35			6.30			—			—
Year Ended 12/31/18	$	26.54		(0.08	)		(1.85	)		(1.93	)		(1.17	)		(2.71	)
Year Ended 12/31/17	$	21.90		(0.04	)		4.68			4.64			—			—
Year Ended 12/31/16	$	20.79		(0.02	)		1.13			1.11			—			—
Year Ended 12/31/15	$	20.58		(0.03	)		0.24			0.21			—			—
Year Ended 12/31/14	$	19.19		(0.10	)		1.49			1.39			—			—

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	25.99		30.21	%		1.20	%		(0.61	)%		1.35	%	$	93,777		48	%
Year Ended 12/31/18		(3.88	)	$	19.96		(7.37	)%		1.20	%		(0.53	)%		1.34	%	$	75,451		126	%
Year Ended 12/31/17		—		$	25.77		20.87	%		1.20	%		(0.44	)%		1.29	%	$	108,271		86	%
Year Ended 12/31/16		—		$	21.32		5.08	%		1.20	%		(0.35	)%		1.27	%	$	231,056		138	%
Year Ended 12/31/15		—		$	20.29		0.74	%		1.23	%		(0.39	)%		1.31	%	$	196,437		120	%
Year Ended 12/31/14		—		$	20.14		6.96	%		1.29	%		(0.81	)%		1.38	%	$	104,407		154	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	22.56		29.66	%		2.11	%		(1.52	)%		2.12	%	$	22,046		48	%
Year Ended 12/31/18		(3.88	)	$	17.40		(8.23	)%		2.11	%		(1.44	)%		2.12	%	$	18,072		126	%
Year Ended 12/31/17		—		$	23.22		19.81	%		2.10	%		(1.33	)%		2.10	%	$	23,264		86	%
Year Ended 12/31/16		—		$	19.38		4.14	%		2.11	%		(1.25	)%		2.11	%	$	24,618		138	%
Year Ended 12/31/15		—		$	18.61		(0.16	)%		2.11	%		(1.30	)%		2.11	%	$	26,793		120	%
Year Ended 12/31/14		—		$	18.64		6.15	%		2.10	%		(1.61	)%		2.22	%	$	13,040		154	%
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	23.78		29.87	%		1.80	%		(1.20	)%		3.27	%	$	953		48	%
Year Ended 12/31/18		(3.88	)	$	18.31		(7.99	)%		1.80	%		(1.13	)%		2.68	%	$	1,144		126	%
Year Ended 12/31/17		—		$	24.14		20.21	%		1.80	%		(1.03	)%		2.43	%	$	1,685		86	%
Year Ended 12/31/16		—		$	20.09		4.53	%		1.69	%		(0.84	)%		1.69	%	$	1,486		138	%
Year Ended 12/31/15		—		$	19.22		0.21	%		1.74	%		(0.93	)%		1.74	%	$	1,740		120	%
Year Ended 12/31/14		—		$	19.18		6.50	%		1.79	%		(1.31	)%		1.85	%	$	1,681		154	%
Class R6
Six Months Ended 6/30/19 (unaudited)		—		$	27.05		30.42	%		0.94	%		(0.36	)%		1.13	%	$	16,190		48	%
Year Ended 12/31/18		(3.88	)	$	20.74		(7.15	)%		0.94	%		(0.26	)%		1.32	%	$	3,793		126	%
Year Ended 12/31/17		—		$	26.55		21.23	%		0.94	%		(0.17	)%		2.26	%	$	2,132		86	%
11/15/16(f) through 12/31/16		—		$	21.90		2.82	%		0.94	%		(0.02	)%		25.90	%	$	60		138	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	27.03		30.39	%		0.95	%		(0.36	)%		1.07	%	$	398,472		48	%
Year Ended 12/31/18		(3.88	)	$	20.73		(7.15	)%		0.95	%		(0.27	)%		1.05	%	$	243,009		126	%
Year Ended 12/31/17		—		$	26.54		21.19	%		0.95	%		(0.18	)%		1.06	%	$	310,050		86	%
Year Ended 12/31/16		—		$	21.90		5.34	%		0.95	%		(0.10	)%		1.05	%	$	168,936		138	%
Year Ended 12/31/15		—		$	20.79		1.02	%		0.97	%		(0.15	)%		1.08	%	$	173,629		120	%
Year Ended 12/31/14		—		$	20.58		7.24	%		1.04	%		(0.53	)%		1.11	%	$	73,672		154	%

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Commencement of operations.

(g)  Amount is less than $0.005 per share.

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)
Victory RS Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	16.40		—	(e)(f)		3.93			3.93			—			—		$	20.33		23.96	%
Year Ended 12/31/18	$	20.60		(0.06	)(f)		(1.36	)		(1.42	)		(2.78	)		(2.78	)	$	16.40		(6.81	)%
Year Ended 12/31/17	$	16.44		(0.02	)(f)		5.24			5.22			(1.06	)		(1.06	)	$	20.60		31.75	%
Year Ended 12/31/16	$	17.49		(0.02	)(f)		0.36			0.34			(1.39	)		(1.39	)	$	16.44		1.86	%
Year Ended 12/31/15	$	18.01		(0.03	)(f)		0.74			0.71			(1.23	)		(1.23	)	$	17.49		3.94	%
Year Ended 12/31/14	$	19.33		(0.07	)		2.02			1.95			(3.27	)		(3.27	)	$	18.01		9.98	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	13.75		(0.07	)(f)		3.29			3.22			—			—		$	16.97		23.42	%
Year Ended 12/31/18	$	17.90		(0.21	)(f)		(1.16	)		(1.37	)		(2.78	)		(2.78	)	$	13.75		(7.56	)%
Year Ended 12/31/17	$	14.51		(0.15	)(f)		4.60			4.45			(1.06	)		(1.06	)	$	17.90		30.57	%
Year Ended 12/31/16	$	15.73		(0.14	)(f)		0.31			0.17			(1.39	)		(1.39	)	$	14.51		1.05	%
Year Ended 12/31/15	$	16.45		(0.17	)(f)		0.68			0.51			(1.23	)		(1.23	)	$	15.73		3.09	%
Year Ended 12/31/14	$	18.06		(0.15	)		1.81			1.66			(3.27	)		(3.27	)	$	16.45		9.07	%
Class R
Six Months Ended 6/30/19 (unaudited)	$	15.00		(0.05	)(f)		3.59			3.54			—			—		$	18.54		23.60	%
Year Ended 12/31/18	$	19.22		(0.18	)(f)		(1.26	)		(1.44	)		(2.78	)		(2.78	)	$	15.00		(7.41	)%
Year Ended 12/31/17	$	15.49		(0.13	)(f)		4.92			4.79			(1.06	)		(1.06	)	$	19.22		30.92	%
Year Ended 12/31/16	$	16.65		(0.11	)(f)		0.34			0.23			(1.39	)		(1.39	)	$	15.49		1.29	%
Year Ended 12/31/15	$	17.31		(0.14	)(f)		0.71			0.57			(1.23	)		(1.23	)	$	16.65		3.28	%
Year Ended 12/31/14	$	18.80		(0.17	)		1.95			1.78			(3.27	)		(3.27	)	$	17.31		9.36	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	17.04		0.02	(f)		4.09			4.11			—			—		$	21.15		24.12	%
Year Ended 12/31/18	$	21.23		—	(f)(g)		(1.41	)		(1.41	)		(2.78	)		(2.78	)	$	17.04		(6.56	)%
Year Ended 12/31/17	$	16.88		0.03	(f)		5.38			5.41			(1.06	)		(1.06	)	$	21.23		32.05	%
Year Ended 12/31/16	$	17.87		0.03	(f)		0.37			0.40			(1.39	)		(1.39	)	$	16.88		2.16	%
Year Ended 12/31/15	$	18.33		0.02	(f)		0.75			0.77			(1.23	)		(1.23	)	$	17.87		4.20	%
Year Ended 12/31/14	$	19.56		(0.04	)		2.08			2.04			(3.27	)		(3.27	)	$	18.33		10.33	%

(a)  Not annualized for periods less than one year.

(b)  Annualized for periods less than one year.

(c)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(d)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(e)  Amount is less than $(0.005) per share.

(f)  Per share net investment income (loss) has been calculated using the average daily shares method.

(g)  Amount is less than $0.005 per share.

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)(c)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(d)
Victory RS Growth Fund
Class A
Six Months Ended 6/30/19 (unaudited)		1.10	%		(0.02	)%		1.19	%	$	223,397		57	%
Year Ended 12/31/18		1.10	%		(0.28	)%		1.19	%	$	188,220		87	%
Year Ended 12/31/17		1.10	%		(0.09	)%		1.20	%	$	218,238		74	%
Year Ended 12/31/16		1.10	%		(0.09	)%		1.20	%	$	189,921		123	%
Year Ended 12/31/15		1.10	%		(0.18	)%		1.19	%	$	204,027		105	%
Year Ended 12/31/14		1.14	%		(0.39	)%		1.21	%	$	210,508		136	%
Class C
Six Months Ended 6/30/19 (unaudited)		1.93	%		(0.85	)%		2.33	%	$	4,754		57	%
Year Ended 12/31/18		1.93	%		(1.10	)%		2.20	%	$	4,409		87	%
Year Ended 12/31/17		1.93	%		(0.92	)%		2.10	%	$	6,974		74	%
Year Ended 12/31/16		1.93	%		(0.93	)%		2.06	%	$	8,487		123	%
Year Ended 12/31/15		1.93	%		(1.02	)%		2.02	%	$	11,553		105	%
Year Ended 12/31/14		1.97	%		(1.21	)%		2.06	%	$	13,300		136	%
Class R
Six Months Ended 6/30/19 (unaudited)		1.71	%		(0.63	)%		5.39	%	$	521		57	%
Year Ended 12/31/18		1.71	%		(0.88	)%		3.49	%	$	516		87	%
Year Ended 12/31/17		1.71	%		(0.70	)%		2.72	%	$	830		74	%
Year Ended 12/31/16		1.71	%		(0.69	)%		1.77	%	$	1,054		123	%
Year Ended 12/31/15		1.71	%		(0.80	)%		1.79	%	$	979		105	%
Year Ended 12/31/14		1.71	%		(0.97	)%		1.81	%	$	1,249		136	%
Class Y
Six Months Ended 6/30/19 (unaudited)		0.83	%		0.25	%		0.98	%	$	31,579		57	%
Year Ended 12/31/18		0.83	%		(0.01	)%		0.97	%	$	26,457		87	%
Year Ended 12/31/17		0.83	%		0.17	%		0.97	%	$	30,309		74	%
Year Ended 12/31/16		0.83	%		0.17	%		0.95	%	$	25,107		123	%
Year Ended 12/31/15		0.83	%		0.10	%		0.95	%	$	38,301		105	%
Year Ended 12/31/14		0.86	%		(0.10	)%		0.91	%	$	37,757		136	%

See notes to financial statements.

43

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions to Shareholders			Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Science and Technology Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	18.34		(0.13	)		5.53			5.40			—			—			—		$	23.74		29.50	%
Year Ended 12/31/18	$	21.56		(0.27	)		0.06	(f)		(0.21	)		(3.01	)		(3.01	)		—		$	18.34		(0.73	)%
Year Ended 12/31/17	$	17.49		(0.25	)		8.04			7.79			(3.72	)		(3.72	)		—		$	21.56		44.74	%
Year Ended 12/31/16	$	17.35		(0.22	)		2.64			2.42			(2.28	)		(2.28	)		—	(g)	$	17.49		13.80	%(h)
Year Ended 12/31/15	$	18.13		(0.19	)		1.26			1.07			(1.85	)		(1.85	)		—		$	17.35		5.89	%
Year Ended 12/31/14	$	20.38		(0.24	)		1.30			1.06			(3.31	)		(3.31	)		—		$	18.13		5.26	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	14.40		(0.17	)		4.34			4.17			—			—			—		$	18.57		28.96	%
Year Ended 12/31/18	$	17.73		(0.38	)		0.06	(f)		(0.32	)		(3.01	)		(3.01	)		—		$	14.40		(1.58	)%
Year Ended 12/31/17	$	14.96		(0.36	)		6.85			6.49			(3.72	)		(3.72	)		—		$	17.73		43.70	%
Year Ended 12/31/16	$	15.25		(0.31	)		2.30			1.99			(2.28	)		(2.28	)		—	(g)	$	14.96		12.87	%(h)
Year Ended 12/31/15	$	16.27		(0.29	)		1.12			0.83			(1.85	)		(1.85	)		—		$	15.25		5.08	%
Year Ended 12/31/14	$	18.77		(0.37	)		1.18			0.81			(3.31	)		(3.31	)		—		$	16.27		4.38	%
Class R
Six Months Ended 6/30/19 (unaudited)	$	15.70		(0.15	)		4.74			4.59			—			—			—		$	20.29		29.24	%
Year Ended 12/31/18	$	18.99		(0.33	)		0.05	(f)		(0.28	)		(3.01	)		(3.01	)		—		$	15.70		(1.20	)%
Year Ended 12/31/17	$	15.78		(0.31	)		7.24			6.93			(3.72	)		(3.72	)		—		$	18.99		44.05	%
Year Ended 12/31/16	$	15.91		(0.26	)		2.41			2.15			(2.28	)		(2.28	)		—	(g)	$	15.78		13.41	%(h)
Year Ended 12/31/15	$	16.85		(0.25	)		1.16			0.91			(1.85	)		(1.85	)		—		$	15.91		5.38	%
Year Ended 12/31/14	$	19.26		(0.32	)		1.22			0.90			(3.31	)		(3.31	)		—		$	16.85		4.74	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	19.72		(0.11	)		5.95			5.84			—			—			—		$	25.56		29.61	%
Year Ended 12/31/18	$	22.90		(0.22	)		0.05	(f)		(0.17	)		(3.01	)		(3.01	)		—		$	19.72		(0.51	)%
Year Ended 12/31/17	$	18.37		(0.21	)		8.46			8.25			(3.72	)		(3.72	)		—		$	22.90		45.11	%
Year Ended 12/31/16	$	18.08		(0.18	)		2.75			2.57			(2.28	)		(2.28	)		—	(g)	$	18.37		14.07	%(h)
Year Ended 12/31/15	$	18.78		(0.14	)		1.29			1.15			(1.85	)		(1.85	)		—		$	18.08		6.11	%
Year Ended 12/31/14	$	20.93		(0.19	)		1.35			1.16			(3.31	)		(3.31	)		—		$	18.78		5.61	%

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  The amount shown for a share outstanding throughout the period does not accord with the change in net assets resulting from operations during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

See notes to financial statements.

44

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Science and Technology Fund
Class A
Six Months Ended 6/30/19 (unaudited)		1.47	%		(1.13	)%		1.47	%	$	186,324		60	%
Year Ended 12/31/18		1.47	%		(1.10	)%		1.47	%	$	140,389		83	%
Year Ended 12/31/17		1.49	%		(1.18	)%		1.49	%	$	146,002		89	%
Year Ended 12/31/16		1.51	%		(1.24	)%		1.52	%	$	105,041		114	%
Year Ended 12/31/15		1.49	%		(1.01	)%		1.49	%	$	109,201		119	%
Year Ended 12/31/14		1.51	%		(1.21	)%		1.51	%	$	134,534		146	%
Class C
Six Months Ended 6/30/19 (unaudited)		2.28	%		(1.94	)%		2.32	%	$	13,419		60	%
Year Ended 12/31/18		2.28	%		(1.91	)%		2.31	%	$	11,857		83	%
Year Ended 12/31/17		2.28	%		(1.97	)%		2.31	%	$	11,831		89	%
Year Ended 12/31/16		2.32	%		(2.05	)%		2.32	%	$	10,332		114	%
Year Ended 12/31/15		2.28	%		(1.79	)%		2.28	%	$	11,160		119	%
Year Ended 12/31/14		2.36	%		(2.06	)%		2.36	%	$	12,745		146	%
Class R
Six Months Ended 6/30/19 (unaudited)		1.93	%		(1.59	)%		4.25	%	$	809		60	%
Year Ended 12/31/18		1.93	%		(1.56	)%		2.75	%	$	707		83	%
Year Ended 12/31/17		1.93	%		(1.62	)%		2.54	%	$	1,705		89	%
Year Ended 12/31/16		1.91	%		(1.63	)%		1.91	%	$	1,394		114	%
Year Ended 12/31/15		1.93	%		(1.45	)%		1.93	%	$	1,281		119	%
Year Ended 12/31/14		2.03	%		(1.73	)%		2.03	%	$	1,367		146	%
Class Y
Six Months Ended 6/30/19 (unaudited)		1.24	%		(0.90	)%		1.24	%	$	77,299		60	%
Year Ended 12/31/18		1.24	%		(0.85	)%		1.25	%	$	53,395		83	%
Year Ended 12/31/17		1.24	%		(0.92	)%		1.26	%	$	32,047		89	%
Year Ended 12/31/16		1.28	%		(1.01	)%		1.29	%	$	19,335		114	%
Year Ended 12/31/15		1.24	%		(0.74	)%		1.24	%	$	27,416		119	%
Year Ended 12/31/14		1.22	%		(0.91	)%		1.22	%	$	48,368		146	%

(g)  Amount is less than $0.005 per share.

(h)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.

45

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions to Shareholders			Capital Contributions from Prior Custodian, Net (See Note 8)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	12.97		(0.07	)		4.19			4.12			—			—			—	$	17.09		31.77	%
Year Ended 12/31/18	$	18.88		(0.16	)		(1.47	)		(1.63	)		(4.28	)		(4.28	)		—	$	12.97		(8.39	)%
Year Ended 12/31/17	$	14.41		(0.14	)		5.55			5.41			(0.94	)		(0.94	)		—	$	18.88		37.57	%
Year Ended 12/31/16	$	14.24		(0.12	)		0.28			0.16			—			—			0.01	$	14.41		1.19	%(f)
Year Ended 12/31/15	$	19.81		(0.20	)		0.38			0.18			(5.75	)		(5.75	)		—	$	14.24		0.61	%
Year Ended 12/31/14	$	21.46		(0.21	)		2.32			2.11			(3.76	)		(3.76	)		—	$	19.81		10.00	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	4.40		(0.05	)		1.43			1.38			—			—			—	$	5.78		31.36	%
Year Ended 12/31/18	$	9.61		(0.17	)		(0.76	)		(0.93	)		(4.28	)		(4.28	)		—	$	4.40		(9.23	)%
Year Ended 12/31/17	$	7.74		(0.15	)		2.96			2.81			(0.94	)		(0.94	)		—	$	9.61		36.34	%
Year Ended 12/31/16	$	7.71		(0.12	)		0.14			0.02			—			—			0.01	$	7.74		0.39	%(f)
Year Ended 12/31/15	$	13.42		(0.25	)		0.29			0.04			(5.75	)		(5.75	)		—	$	7.71		(0.17	)%
Year Ended 12/31/14	$	15.79		(0.29	)		1.68			1.39			(3.76	)		(3.76	)		—	$	13.42		9.02	%
Class R
Six Months Ended 6/30/19 (unaudited)	$	10.32		(0.08	)		3.33			3.25			—			—			—	$	13.57		31.49	%
Year Ended 12/31/18	$	16.08		(0.23	)		(1.25	)		(1.48	)		(4.28	)		(4.28	)		—	$	10.32		(8.92	)%
Year Ended 12/31/17	$	12.44		(0.20	)		4.78			4.58			(0.94	)		(0.94	)		—	$	16.08		36.84	%
Year Ended 12/31/16	$	12.33		(0.14	)		0.24			0.10			—			—			0.01	$	12.44		0.89	%(f)
Year Ended 12/31/15	$	17.99		(0.26	)		0.35			0.09			(5.75	)		(5.75	)		—	$	12.33		0.16	%
Year Ended 12/31/14	$	19.88		(0.27	)		2.14			1.87			(3.76	)		(3.76	)		—	$	17.99		9.58	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	13.29		(0.06	)		4.29			4.23			—			—			—	$	17.52		31.83	%
Year Ended 12/31/18	$	19.20		(0.14	)		(1.49	)		(1.63	)		(4.28	)		(4.28	)		—	$	13.29		(8.23	)%
Year Ended 12/31/17	$	14.62		(0.14	)		5.66			5.52			(0.94	)		(0.94	)		—	$	19.20		37.78	%
Year Ended 12/31/16	$	14.39		(0.08	)		0.30			0.22			—			—			0.01	$	14.62		1.60	%(f)
Year Ended 12/31/15	$	20.04		(0.16	)		0.26			0.10			(5.75	)		(5.75	)		—	$	14.39		0.18	%
Year Ended 12/31/14	$	21.60		(0.16	)		2.36			2.20			(3.76	)		(3.76	)		—	$	20.04		10.35	%

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.

46

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended 6/30/19 (unaudited)		1.25	%		(0.86	)%		1.25	%	$	64,577		45	%
Year Ended 12/31/18		1.22	%		(0.78	)%		1.22	%	$	51,619		77	%
Year Ended 12/31/17		1.25	%		(0.84	)%		1.25	%	$	65,514		79	%
Year Ended 12/31/16		1.35	%		(0.88	)%		1.36	%	$	52,075		86	%
Year Ended 12/31/15		1.30	%		0.97	%		1.30	%	$	65		98	%
Year Ended 12/31/14		1.27	%		(0.99	)%		1.27	%	$	68,785		93	%
Class C
Six Months Ended 6/30/19 (unaudited)		2.10	%		(1.72	)%		3.75	%	$	634		45	%
Year Ended 12/31/18		2.10	%		(1.71	)%		4.24	%	$	616		77	%
Year Ended 12/31/17		2.10	%		(1.69	)%		3.87	%	$	533		79	%
Year Ended 12/31/16		2.10	%		(1.64	)%		3.14	%	$	410		86	%
Year Ended 12/31/15		2.10	%		1.77	%		2.39	%	$	1		98	%
Year Ended 12/31/14		2.15	%		(1.90	)%		2.37	%	$	593		93	%
Class R
Six Months Ended 6/30/19 (unaudited)		1.75	%		(1.36	)%		2.10	%	$	2,798		45	%
Year Ended 12/31/18		1.75	%		(1.30	)%		1.88	%	$	2,303		77	%
Year Ended 12/31/17		1.75	%		(1.34	)%		1.97	%	$	3,381		79	%
Year Ended 12/31/16		1.70	%		(1.24	)%		1.70	%	$	2,954		86	%
Year Ended 12/31/15		1.71	%		(1.39	)%		1.71	%	$	3,662		98	%
Year Ended 12/31/14		1.67	%		(1.39	)%		1.71	%	$	4,455		93	%
Class Y
Six Months Ended 6/30/19 (unaudited)		1.10	%		(0.71	)%		1.43	%	$	3,633		45	%
Year Ended 12/31/18		1.10	%		(0.69	)%		1.68	%	$	2,750		77	%
Year Ended 12/31/17		1.10	%		(0.78	)%		1.34	%	$	6,398		79	%
Year Ended 12/31/16		1.10	%		(0.64	)%		1.24	%	$	1,834		86	%
Year Ended 12/31/15		1.07	%		(0.76	)%		1.07	%	$	3,804		98	%
Year Ended 12/31/14		1.01	%		(0.74	)%		1.01	%	$	48,597		93	%

See notes to financial statements.

47

Victory Portfolios Notes to Financial Statements
June 30, 2019

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. 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 42 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. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following six Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory RS Small Cap Growth Fund	RS Small Cap Growth Fund	Classes A, C, R, R6 and Y
Victory RS Select Growth Fund	RS Select Growth Fund	Classes A, C, R, R6 and Y
Victory RS Mid Cap Growth Fund	RS Mid Cap Growth Fund	Classes A, C, R, R6 and Y
Victory RS Growth Fund	RS Growth Fund	Classes A, C, R and Y
Victory RS Science and Technology Fund	RS Science and Technology Fund	Classes A, C, R and Y
Victory RS Small Cap Equity Fund	RS Small Cap Equity Fund	Classes A, C, R and Y

Each class of shares of a Fund has substantially identical rights and privileges except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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 Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

Investment Valuation:

The Funds record 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 Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

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• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.

Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (the "Board"). These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value.

A summary of the valuations as of June 30, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments

	LEVEL 1 — Quoted Prices		Total
	Investments in Securities		Investments in Securities
RS Small Cap Growth Fund
Common Stocks	$	2,167,590,464	$	2,167,590,464
Collateral for Securities Loaned		356,900,924		356,900,924
Total		2,524,491,388		2,524,491,388
RS Select Growth Fund
Common Stocks		250,024,413		250,024,413
Collateral for Securities Loaned		31,635,050		31,635,050
Total		281,659,463		281,659,463
RS Mid Cap Growth Fund
Common Stocks		521,384,492		521,384,492
Collateral for Securities Loaned		51,578,661		51,578,661
Total		572,963,153		572,963,153
RS Growth Fund
Common Stocks		259,637,154		259,637,154
Collateral for Securities Loaned		21,076,108		21,076,108
Total		280,713,262		280,713,262
RS Science and Technology Fund
Common Stocks		268,574,299		268,574,299
Collateral for Securities Loaned		55,379,879		55,379,879
Total		323,954,178		323,954,178
RS Small Cap Equity Fund
Common Stocks		70,477,185		70,477,185
Collateral for Securities Loaned		10,839,553		10,839,553
Total		81,316,738		81,316,738

For the six months ended June 30, 2019, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

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Real Estate Investment Trusts ("REITS"):

The Funds may invest in REITS which report information on the source of their distributions annually. REITS are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITS during the year are recorded as realized gains or return of capital as estimated by the Funds or when such information becomes known.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2019. These transactions are accounted for as secured borrowings

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with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized Assets (Value of		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 days		>90 Days		Net Amount
RS Small Cap Growth Fund	$	354,414,246	$	354,414,246	$	—	$	—	$	—	$	—
RS Select Growth Fund		30,791,667		30,791,667		—		—		—		—
RS Mid Cap Growth Fund		50,644,849		50,644,849		—		—		—		—
RS Growth Fund		20,665,064		20,665,064		—		—		—		—
RS Science and Technology Fund		7,597,758		7,597,758		—		—		—		—
RS Small Cap Equity Fund		10,832,077		10,832,077		—		—		—		—

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid annually for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Funds have a tax year end of December 31.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., all open tax years and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated

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to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Affiliated Securities Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2019 were as follows:

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)
RS Small Cap Growth Fund	$	909,657,528	$	956,843,388
RS Select Growth Fund		109,830,672		173,852,822
RS Mid Cap Growth Fund		273,948,366		200,635,231
RS Growth Fund		140,119,903		150,448,736
RS Science and Technology Fund		148,253,340		150,156,477
RS Small Cap Equity Fund		29,149,853		33,730,844

For the six months ended June 30, 2019, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

Investment advisory services are provided to the Funds by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

	Adviser Fee Rate
RS Small Cap Growth Fund		0.95	%
RS Select Growth Fund		1.00	%
RS Mid Cap Growth Fund		0.85	%
RS Growth Fund		0.75	%
RS Science and Technology Fund		1.00	%
RS Small Cap Equity Fund		0.75	%

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to

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$30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, N.A., acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' 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.

The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The funds in the Victory Funds Complex, in the aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the six months ended June 30, 2019, the Distributor received approximately $21,424 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2019, the expense limits (excluding voluntary waivers) are as follows:

	In effect January 1, 2019 until April 30, 2020
	Class A Shares			Class C Shares			Class R Shares			Class R6 Shares			Class Y Shares
RS Small Cap Growth Fund		1.40	%		2.16	%		1.86	%		1.06	%		1.13	%
RS Select Growth Fund		1.40	%		2.18	%		1.91	%		1.06	%		1.14	%
RS Mid Cap Growth Fund		1.20	%		2.11	%		1.80	%		0.94	%		0.95	%
RS Growth Fund		1.10	%		1.93	%		1.71	%		N/A			0.83	%
RS Science and Technology Fund		1.49	%		2.28	%		1.93	%		N/A			1.24	%
RS Small Cap Equity Fund		1.35	%		2.10	%		1.75	%		N/A			1.10	%

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The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".

As of June 30, 2019, the following amounts are available to be repaid to the Adviser.

	Expires 12/31/19		Expires 12/31/20		Expires 12/31/21		Expires 12/31/22		Total
RS Small Cap Growth Fund	$	542,236	$	745,744	$	578,670	$	224,361	$	2,091,011
RS Select Growth Fund		93,780		384,612		334,454		167,694		980,540
RS Mid Cap Growth Fund		138,565		419,215		394,372		265,237		1,217,389
RS Growth Fund		111,652		278,667		283,325		141,084		814,728
RS Science and Technology Fund		2,744		18,803		25,649		12,953		60,149
RS Small Cap Equity Fund		—		22,386		28,246		15,147		65,779

The Adviser, may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2019.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, and Legal Counsel.

5. Risks:

Each Fund may be subject to other risks in addition to these identified risks.

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended June 30, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. This agreement was in effect through July 26, 2019. Effective July 1, 2019, the current agreement was amended to include the USAA Mutual Funds Complex and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including

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redemption requests that might otherwise require the untimely disposition of securities. With the agreement in affect for the six months ended June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2019, Citibank earned approximately $76 thousand in commitment fees from the Victory Funds Complex. Effective July 1, 2019, Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed, including the USAA Mutual Funds Complex, commencing July 1, 2019. Interest charged to each Fund during the period is presented on the Statements of Operations under line of credit fees.

The Funds did not utilize the Line of Credit during the six months ended June 30, 2019.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period is presented on the Statement of Operations under interfund lending fees. As a Lender, interest earned by each Fund during the period is presented on the Statement of Operations under Income on interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the six months ended June 30, 2019 were as follows:

	Borrower or Lender	Amount Outstanding at June 30, 2019		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
RS Select Growth Fund	Borrower	$	—	$	2,048,167		6		3.14	%	$	4,725,000
RS Growth Fund	Borrower		—		365,000		1		2.99	%		365,000

*  For the six months ended June 30, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The tax character of distributions paid and the tax basis of current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2019.

The tax character of distributions paid during the most recent tax year ended December 31, 2018, was as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):

	Year Ended December 31, 2018
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
RS Small Cap Growth Fund	$	—	$	274,625,570	$	274,625,570	$	—	$	274,625,570
RS Select Growth Fund		—		89,279,009		89,279,009		—		89,279,009
RS Mid Cap Growth Fund		10,276,039		44,345,651		54,621,690		2,053,523		56,675,213
RS Growth Fund		3,016,021		29,281,404		32,297,425		—		32,297,425
RS Science and Technology Fund		4,628,756		25,228,222		29,856,978		—		29,856,978
RS Small Cap Equity Fund		—		14,749,298		14,749,298		—		14,749,298

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As of the most recent tax year ended December 31, 2018, the components of distributable earnings/accumulated deficit on a tax basis were as follows:

	Undistributed Long-Term Capital Gains		Accumulated Earnings		Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings (Deficit)
RS Small Cap Growth Fund	$	21,363,027	$	21,363,027	$	(14,562,518	)	$	97,061,170		$	103,861,679
RS Select Growth Fund		18,679,766		18,679,766		—			36,565,585			55,245,351
RS Mid Cap Growth Fund		—		—		(8,062,913	)		(4,246,899	)		(12,309,812	)
RS Growth Fund		2,309,407		2,309,407		(2,306,359	)		45,403,791			45,406,839
RS Science and Technology Fund		—		—		—			30,114,561			30,114,561
RS Small Cap Equity Fund		4,729,181		4,729,181		(146,718	)		719,571			5,302,034

*  Qualified Late-year Losses above are comprised of post-October capital losses and post-October specified losses incurred after October 31, 2018. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of June 30, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
RS Small Cap Growth Fund	$	1,980,926,442	$	618,209,841	$	(74,644,895	)	$	543,564,946
RS Select Growth Fund		208,193,010		81,775,175		(8,308,722	)		73,466,453
RS Mid Cap Growth Fund		475,847,527		106,593,127		(9,477,501	)		97,115,626
RS Growth Fund		197,818,710		84,746,372		(1,851,820	)		82,894,552
RS Science and Technology Fund		257,967,325		86,554,090		(20,567,237	)		65,986,853
RS Small Cap Equity Fund		66,303,215		17,608,153		(2,594,630	)		15,013,523

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net".

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9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. The shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.

	Shareholder	Percent
RS Mid Cap Growth Fund	Pershing LLC		50.3	%

10. Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update "ASU") No. 2018-13, "Fair Value Measurements" ("ASU 2018-13"). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurements. ASU 2018-13 does not change fair value measurements already required or permitted by existing standards. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. As permitted, the Funds have early adopted ASU 2018-13 with the financial statements prepared as of June 30, 2019.

11. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.

57

Victory Portfolios Supplemental Information
June 30, 2019

  (Unaudited)

Trustee and Officer

Information Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations. The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds, and 20 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, 67	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, 72	Vice Chair and Trustee	August 2002	Retired.	Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).
E. Lee Beard, 68*	Trustee	May 2005	Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).	None.
Dennis M. Bushe, 75	Trustee	July 2016	Retired.	Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

58

Victory Portfolios Supplemental Information — continued
June 30, 2019

  (Unaudited)

Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Sally M. Dungan, 65	Trustee	February 2011	Chief Investment Officer, Tufts University (since 2002).	None.
John L. Kelly, 66	Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, 62*	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, 58	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).
Leigh A. Wilson, 74	Chair and Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown, 47**	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).	None.

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling 800-539-3863.

59

Victory Portfolios Supplemental Information — continued
June 30, 2019

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, 57	President	February 2006*	Director of Fund Administration, the Adviser.
Scott A. Stahorsky, 50	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).
Erin G. Wagner, 45	Secretary	December 2014	Associate General Counsel, the Adviser (since 2013).
Allan Shaer, 54	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, 35	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).
Colin Kinney, 45	Chief Compliance Officer	July 2017	Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.
Chuck Booth, 59	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.
Jay G. Baris, 65	Assistant Secretary	December 1997	Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.

60

Victory Portfolios Supplemental Information — continued
June 30, 2019

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Prior to the implementation of Form N-PORT, the Trust filed a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-PORT and Forms N-Q are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2019 through June 30, 2019.

The Actual Expense figures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

The Hypothetical Expense figures in the table below provide information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Fund	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS Small Cap Growth Fund
Class A Shares	$	1,000.00	$	1,313.40	$	1,017.85	$	8.03	$	7.00		1.40	%
Class C Shares		1,000.00		1,308.30		1,014.08		12.36		10.79		2.16	%
Class R Shares		1,000.00		1,310.40		1,015.57		10.66		9.30		1.86	%
Class R6 Shares		1,000.00		1,315.50		1,019.54		6.09		5.31		1.06	%
Class Y Shares		1,000.00		1,315.00		1,019.19		6.49		5.66		1.13	%

61

Victory Portfolios Supplemental Information — continued
June 30, 2019

  (Unaudited)

Fund	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS Select Growth Fund
Class A Shares	$	1,000.00	$	1,259.70	$	1,017.85	$	7.84	$	7.00		1.40	%
Class C Shares		1,000.00		1,254.80		1,013.98		12.19		10.89		2.18	%
Class R Shares		1,000.00		1,256.60		1,015.32		10.69		9.54		1.91	%
Class R6 Shares		1,000.00		1,261.60		1,019.54		5.94		5.31		1.06	%
Class Y Shares		1,000.00		1,261.40		1,019.14		6.39		5.71		1.14	%
RS Mid Cap Growth Fund
Class A Shares		1,000.00		1,302.10		1,018.84		6.85		6.01		1.20	%
Class C Shares		1,000.00		1,296.60		1,014.33		12.01		10.54		2.11	%
Class R Shares		1,000.00		1,298.70		1,015.87		10.26		9.00		1.80	%
Class R6 Shares		1,000.00		1,304.20		1,020.13		5.37		4.71		0.94	%
Class Y Shares		1,000.00		1,303.90		1,020.08		5.43		4.76		0.95	%
RS Growth Fund
Class A Shares		1,000.00		1,239.60		1,019.34		6.11		5.51		1.10	%
Class C Shares		1,000.00		1,234.20		1,015.22		10.69		9.64		1.93	%
Class R Shares		1,000.00		1,236.00		1,016.31		9.48		8.55		1.71	%
Class Y Shares		1,000.00		1,241.20		1,020.68		4.61		4.16		0.83	%
RS Science and Technology Fund
Class A Shares		1,000.00		1,295.00		1,017.50		8.36		7.35		1.47	%
Class C Shares		1,000.00		1,289.60		1,013.49		12.94		11.38		2.28	%
Class R Shares		1,000.00		1,292.40		1,015.22		10.97		9.64		1.93	%
Class Y Shares		1,000.00		1,296.10		1,018.65		7.06		6.21		1.24	%
RS Small Cap Equity Fund
Class A Shares		1,000.00		1,317.70		1,018.60		7.18		6.26		1.25	%
Class C Shares		1,000.00		1,313.60		1,014.38		12.05		10.49		2.10	%
Class R Shares		1,000.00		1,314.90		1,016.12		10.04		8.75		1.75	%
Class Y Shares		1,000.00		1,318.30		1,019.34		6.32		5.51		1.10	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

62

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.

Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)

VPRSGF-SAR  (6/19)

June 30, 2019

Semi Annual Report

Victory RS International Fund

Victory RS Global Fund

Victory Sophus Emerging Markets Fund

Victory Sophus Emerging Markets Small Cap Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.

www.vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.

Victory Portfolios

Table of Contents

Financial Statements
The Victory International Funds
Victory RS International Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	4
Statements of Assets and Liabilities	28-29
Statements of Operations	32
Statements of Changes in Net Assets	34-36
Financial Highlights	40-41
Victory RS Global Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	9
Statements of Assets and Liabilities	28-29
Statements of Operations	32
Statements of Changes in Net Assets	34-36
Financial Highlights	42-43
Victory Sophus Emerging Markets Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	14
Statements of Assets and Liabilities	30-31
Statements of Operations	33
Statements of Changes in Net Assets	37-39
Financial Highlights	44-45
Victory Sophus Emerging Markets Small Cap Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	21
Statements of Assets and Liabilities	30-31
Statements of Operations	33
Statements of Changes in Net Assets	37-39
Financial Highlights	46-47
Notes to Financial Statements	48
Supplemental Information	59
Trustee and Officer Information	59
Proxy Voting and Portfolio Holdings Information	62
Expense Examples	62
Privacy Policy (inside back cover)

1

The Funds are distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds.

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.

The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

Call Victory at:

800-539-FUND (800-539-3863)

Visit our website at:

www.vcm.com

2

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings:

Victory RS International Fund
Seeks to provide long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Global Fund
Seeks to provide long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory Sophus Emerging Markets Fund
Seeks to provide long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory Sophus Emerging Markets Small Cap Fund
Seeks to provide long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

3

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.9%)
Australia (6.5%):
Financials (1.6%):
Macquarie Group Ltd.		8,971	$	791,130
Health Care (1.4%):
CSL Ltd.		4,803		727,136
Materials (1.6%):
BHP Billiton Ltd.		28,080		816,074
Real Estate (1.9%):
Scentre Group		351,574		948,621
				3,282,961
Belgium (0.5%):
Information Technology (0.5%):
Melexis NV		4,093		276,683
China (2.1%):
Communication Services (1.3%):
Tencent Holdings Ltd.		14,300		646,948
Financials (0.8%):
China Merchants Bank Co. Ltd., Class H		80,000		397,009
				1,043,957
Denmark (1.2%):
Consumer Staples (1.2%):
Royal Unibrew A/S		8,344		610,175
France (8.2%):
Consumer Discretionary (3.3%):
Cie Generale des Etablissements Michelin		3,884		490,970
LVMH Moet Hennessy Louis Vuitton SA		2,750		1,168,790
				1,659,760
Energy (1.5%):
Total SA		13,358		749,105
Financials (1.1%):
AXA SA		20,775		545,445
Information Technology (1.4%):
Cap Gemini SA		5,813		722,560
Materials (0.9%):
Arkema SA		4,843		450,109
				4,126,979
Germany (7.9%):
Financials (2.1%):
Allianz SE		4,398		1,060,416

See notes to financial statements.

4

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Health Care (0.3%):
Bayer AG		2,612	$	181,121
Industrials (2.3%):
Siemens AG		6,167		734,022
Washtec AG		6,067		412,366
				1,146,388
Information Technology (1.9%):
SAP SE		6,888		944,042
Real Estate (1.3%):
Vonovia SE		13,530		646,157
				3,978,124
Hong Kong (2.4%):
Financials (0.9%):
AIA Group Ltd.		44,600		481,650
Real Estate (1.0%):
CK Asset Holdings Ltd.		63,500		497,483
Utilities (0.5%):
HK Electric Investments & HK Electric Investments Ltd.		237,000		242,678
				1,221,811
Ireland (1.0%):
Industrials (1.0%):
Experian PLC		16,817		509,278
Italy (4.4%):
Financials (1.2%):
Banca Generali SpA		20,806		598,943
Health Care (0.8%):
Recordati SpA		10,153		423,070
Utilities (2.4%):
Enel SpA		171,628		1,196,921
				2,218,934
Japan (20.0%):
Communication Services (0.7%):
Nippon Telegraph & Telephone Corp.		7,700		358,791
Consumer Discretionary (4.2%):
Hikari Tsushin, Inc.		2,400		524,393
Toyota Motor Corp.		18,200		1,129,719
United Arrows Ltd.		15,200		475,283
				2,129,395
Consumer Staples (1.0%):
Matsumotokiyoshi Holdings Co. Ltd.		16,600		487,657

See notes to financial statements.

5

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Financials (2.5%):
Jafco Co. Ltd.		8,600	$	315,995
Mitsubishi UFJ Financial Group, Inc.		100,200		477,317
Tokio Marine Holdings, Inc.		9,300		466,696
				1,260,008
Health Care (2.4%):
Hoya Corp.		8,400		645,665
Shionogi & Co. Ltd.		10,100		583,688
				1,229,353
Industrials (5.8%):
EN-Japan, Inc.		12,800		501,069
Fuji Electric Co. Ltd.		17,900		620,442
Hitachi Construction Machinery Co. Ltd.		14,300		374,164
ITOCHU Corp.		19,000		364,034
Kyowa Exeo Corp.		8,200		204,656
Okuma Corp.		7,700		397,132
Sanwa Holdings Corp.		42,500		458,155
				2,919,652
Information Technology (1.5%):
Fujitsu Ltd.		4,300		300,553
Oracle Corp. Japan		3,600		263,615
Ulvac, Inc.		6,700		213,512
				777,680
Materials (0.3%):
DIC Corp.		4,800		127,116
Real Estate (0.6%):
Sumitomo Realty & Development		8,400		300,550
Utilities (1.0%):
Chubu Electric Power Co., Inc.		35,500		498,750
				10,088,952
Macau (1.1%):
Consumer Discretionary (1.1%):
Wynn Macau Ltd.		237,600		531,923
Netherlands (5.3%):
Communication Services (1.8%):
Koninklijke KPN NV		286,282		878,884
Financials (1.6%):
ING Groep NV		68,303		790,998
Industrials (1.9%):
Wolters Kluwer NV		13,456		978,686
				2,648,568
Norway (1.9%):
Energy (0.5%):
Aker BP ASA		7,994		230,653

See notes to financial statements.

6

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Financials (1.4%):
SpareBank 1 SMN		63,942	$	733,139
				963,792
Russian Federation (0.6%):
Materials (0.6%):
Evraz PLC		36,297		307,278
Spain (2.5%):
Communication Services (1.6%):
Telefonica SA		96,403		792,544
Financials (0.9%):
Banco Santander SA (a)		103,692		480,451
				1,272,995
Sweden (2.4%):
Industrials (2.4%):
Atlas Copco AB, Class B		32,924		947,002
Epiroc AB, Class B		28,237		280,220
				1,227,222
Switzerland (11.2%):
Consumer Staples (3.6%):
Nestle SA, Registered Shares		17,738		1,837,030
Financials (1.9%):
Cembra Money Bank AG		4,200		405,473
UBS Group AG, Registered Shares		45,902		545,780
				951,253
Health Care (5.7%):
Novartis AG		14,807		1,352,312
Roche Holding AG		5,345		1,503,565
				2,855,877
				5,644,160
United Kingdom (16.7%):
Consumer Discretionary (0.9%):
Next PLC		6,467		452,774
Consumer Staples (4.2%):
Britvic PLC		41,188		464,612
Diageo PLC		18,220		784,037
Unilever PLC		13,724		851,751
				2,100,400
Energy (3.7%):
BP PLC		88,445		616,053
Royal Dutch Shell PLC, Class A		37,608		1,227,189
				1,843,242

See notes to financial statements.

7

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Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Financials (3.4%):
Close Brothers Group PLC		16,548	$	296,941
HSBC Holdings PLC		79,437		662,870
Legal & General Group PLC		220,892		756,628
				1,716,439
Health Care (1.1%):
Smith & Nephew PLC		25,786		559,821
Industrials (1.1%):
RELX PLC		22,976		557,159
Materials (2.3%):
Croda International PLC		3,973		258,377
Rio Tinto PLC		14,867		919,981
				1,178,358
				8,408,193
Total Common Stocks (Cost $44,436,975)				48,361,985
Preferred Stocks (0.6%)
Japan (0.6%):
Consumer Staples (0.6%):
Ito En Ltd.		13,200		292,161
Total Preferred Stocks (Cost $286,121)				292,161
Exchange-Traded Funds (1.3%)
United States (1.3%):
iShares MSCI EAFE ETF		10,336		679,385
Total Exchange-Traded Funds (Cost $662,554)				679,385
Collateral for Securities Loaned^ (0.0%) (b)
United States (0.0%): (b)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		5,065		5,065
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		6,525		6,525
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		169		169
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		2,785		2,785
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		3,798		3,798
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		5,909		5,909
Total Collateral for Securities Loaned (Cost $24,251)				24,251
Total Investments (Cost $45,409,901) — 97.8%				49,357,782
Other assets in excess of liabilities — 2.2%				1,086,931
NET ASSETS — 100.00%			$	50,444,713

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security is on loan.

(b)  Amount represents less than 0.05% of net assets.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

8

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Victory RS Global Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.8%)
Australia (2.2%):
Financials (1.0%):
Macquarie Group Ltd.		6,388	$	563,342
Health Care (1.2%):
CSL Ltd.		4,549		688,682
				1,252,024
Belgium (0.4%):
Information Technology (0.4%):
Melexis NV		3,624		244,979
Bermuda (0.5%):
Industrials (0.5%):
Triton International Ltd.		8,105		265,520
Canada (1.3%):
Industrials (1.3%):
Canadian Pacific Railway Ltd.		3,215		757,295
China (3.1%):
Communication Services (1.5%):
Tencent Holdings Ltd.		18,900		855,058
Consumer Staples (0.7%):
Foshan Haitan Flavouring		25,141		385,144
Financials (0.9%):
Industrial & Commercial Bank of China Ltd.		707,000		516,074
				1,756,276
Denmark (0.7%):
Consumer Staples (0.7%):
Royal Unibrew A/S		5,005		366,003
France (5.4%):
Consumer Discretionary (2.0%):
Cie Generale des Etablissements Michelin		2,859		361,402
LVMH Moet Hennessy Louis Vuitton SA		1,784		758,226
				1,119,628
Energy (1.2%):
Total SA		11,582		649,508
Financials (1.3%):
BNP Paribas SA		15,302		725,206
Materials (0.9%):
Arkema SA		5,771		536,358
				3,030,700
Germany (0.4%):
Industrials (0.4%):
Washtec AG		3,706		251,892

See notes to financial statements.

9

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Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Hong Kong (1.0%):
Energy (1.0%):
CNOOC Ltd.		330,957	$	564,556
India (0.8%):
Consumer Staples (0.8%):
Nestle India Ltd.		2,650		457,388
Indonesia (0.6%):
Communication Services (0.6%):
PT Telekomunikasi Indonesia Persero TBK		1,110,400		325,500
Ireland (1.3%):
Industrials (1.3%):
Eaton Corp. PLC, ADR		8,793		732,281
Italy (2.8%):
Financials (0.9%):
Banca Generali SpA		17,967		517,217
Health Care (0.7%):
Recordati SpA		9,652		402,193
Utilities (1.2%):
Enel SpA		93,458		651,769
				1,571,179
Japan (7.6%):
Consumer Discretionary (2.2%):
Hikari Tsushin, Inc.		2,000		436,994
Toyota Motor Corp.		10,300		639,347
United Arrows Ltd.		5,600		175,104
				1,251,445
Financials (1.1%):
Jafco Co. Ltd.		6,900		253,531
Resona Holdings, Inc.		91,496		381,737
				635,268
Health Care (1.7%):
As One Corp.		5,679		472,561
Hoya Corp.		6,100		468,876
				941,437
Industrials (1.9%):
EN-Japan, Inc.		6,700		262,278
Hitachi Construction Machinery Co. Ltd.		14,300		374,164
Kyowa Exeo Corp.		7,300		182,193
Okuma Corp.		4,600		237,248
				1,055,883
Information Technology (0.3%):
Ulvac, Inc.		5,700		181,645

See notes to financial statements.

10

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Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Materials (0.4%):
DIC Corp.		8,400	$	222,453
				4,288,131
Korea, Republic Of (1.0%):
Information Technology (1.0%):
Samsung Electronics Co. Ltd.		14,083		573,589
Macau (0.7%):
Consumer Discretionary (0.7%):
Wynn Macau Ltd.		179,200		401,181
Mexico (0.7%):
Industrials (0.7%):
Promotora y Operadora de Infraestructura SAB de CV		38,638		384,028
Netherlands (1.1%):
Industrials (1.1%):
Wolters Kluwer NV		8,591		624,843
Norway (1.8%):
Energy (0.5%):
Aker BP ASA		9,166		264,469
Financials (1.3%):
SpareBank 1 SMN		63,573		728,908
				993,377
Russian Federation (0.5%):
Materials (0.5%):
Evraz PLC		36,418		308,302
Singapore (1.3%):
Financials (1.3%):
Singapore Exchange Ltd.		127,700		748,300
Sweden (1.6%):
Industrials (1.6%):
Atlas Copco AB, Class B		22,366		643,320
Nolato AB		4,517		276,208
				919,528
Switzerland (1.7%):
Health Care (1.7%):
Roche Holding AG		3,366		946,866
Taiwan (0.8%):
Financials (0.8%):
Cathay Financial Holding Co. Ltd.		323,000		447,432
United Kingdom (5.8%):
Consumer Discretionary (0.7%):
Next PLC		5,562		389,412

See notes to financial statements.

11

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (1.6%):
Britvic PLC		24,757	$	279,266
Diageo PLC		6,680		287,451
Unilever PLC		5,664		351,524
				918,241
Financials (0.9%):
Close Brothers Group PLC		9,233		165,679
HSBC Holdings PLC		40,888		341,194
				506,873
Industrials (0.6%):
RELX PLC		14,220		344,829
Materials (2.0%):
Croda International PLC		4,147		269,693
Rio Tinto PLC		13,295		822,705
				1,092,398
				3,251,753
United States (50.7%):
Communication Services (5.0%):
Alphabet, Inc., Class C (a)		775		837,705
Facebook, Inc., Class A (a)		5,179		999,547
Verizon Communications, Inc.		16,943		967,954
				2,805,206
Consumer Discretionary (6.1%):
Amazon.com, Inc. (a)		676		1,274,413
McDonald's Corp.		4,334		899,998
Ross Stores, Inc.		5,871		581,934
The TJX Co., Inc.		13,034		689,238
				3,445,583
Consumer Staples (5.3%):
Colgate-Palmolive Co.		12,889		923,754
PepsiCo, Inc.		9,708		1,273,010
The Estee Lauder Cos., Inc., Class A		4,280		783,711
				2,980,475
Energy (1.7%):
ConocoPhillips		10,016		610,976
Phillips 66		4,113		384,730
				995,706
Financials (8.3%):
Bank of America Corp.		32,438		940,702
CME Group, Inc.		1,346		261,272
JPMorgan Chase & Co.		8,926		997,927
MSCI, Inc.		3,705		884,717
The PNC Financial Services Group, Inc.		4,973		682,693
The Progressive Corp.		11,247		898,973
				4,666,284

See notes to financial statements.

12

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Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Health Care (6.1%):
Amedisys, Inc. (a)		3,577	$	434,283
Amgen, Inc.		4,071		750,204
CVS Health Corp.		6,893		375,600
Eli Lilly & Co.		6,784		751,599
Johnson & Johnson		8,128		1,132,068
				3,443,754
Industrials (3.5%):
3M Co.		2,495		432,483
HD Supply Holdings, Inc. (a)		8,868		357,203
Honeywell International, Inc.		6,843		1,194,720
				1,984,406
Information Technology (12.1%):
Apple, Inc.		6,910		1,367,627
Cisco Systems, Inc.		18,505		1,012,779
Mastercard, Inc., Class A		5,164		1,366,033
Microsoft Corp.		15,759		2,111,076
Texas Instruments, Inc.		8,278		949,983
				6,807,498
Real Estate (1.0%):
Liberty Property Trust		11,378		569,355
Utilities (1.6%):
MGE Energy, Inc.		12,322		900,492
				28,598,759
Total Common Stocks (Cost $43,279,530)				54,061,682
Preferred Stocks (0.8%)
Brazil (0.8%):
Financials (0.8%):
Itau Unibanco Holding S.A.		44,715		422,308
Total Preferred Stocks (Cost $316,628)				422,308
Exchange-Traded Funds (0.1%)
United States (0.1%):
iShares MSCI ACWI ETF		1,122		82,702
Total Exchange-Traded Funds (Cost $78,184)				82,702
Total Investments (Cost $43,674,342) — 96.7%				54,566,692
Other assets in excess of liabilities — 3.3%				1,848,938
NET ASSETS — 100.00%			$	56,415,630

(a)  Non-income producing security.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

13

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.7%)
Australia (0.7%):
Materials (0.7%):
BHP Billiton Ltd., ADR (a)		43,283	$	2,515,175
Brazil (8.4%):
Consumer Discretionary (1.3%):
BK Brasil Operacao e Assessoria a Restaurantes SA		385,800		2,234,833
Lojas Renner SA		226,080		2,777,051
				5,011,884
Consumer Staples (0.7%):
Atacadao Distribuicao Comercio E Industria Ltd.		445,600		2,553,382
Energy (1.7%):
Cosan Ltd. (b)		179,476		2,397,800
Petroleo Brasileiro SA, ADR		258,532		4,025,343
				6,423,143
Financials (1.0%):
Banco Bradesco SA, ADR		383,065		3,761,698
Health Care (1.4%):
Odontoprev SA		581,700		2,766,609
Qualicorp SA		394,600		2,360,837
				5,127,446
Industrials (0.7%):
Companhia de Locacao das Americas		196,900		2,506,830
Materials (0.4%):
Vale SA, ADR		120,883		1,624,667
Utilities (1.2%):
Cia de Saneamento Basico do Estado de Sao Paulo		137,800		1,696,613
Eneva SA (b)		469,800		2,951,469
				4,648,082
				31,657,132
Chile (1.2%):
Financials (0.5%):
Banco de Credito e Inversiones		29,506		2,036,293
Real Estate (0.7%):
Parque Arauco SA		915,842		2,542,932
				4,579,225
China (26.7%):
Communication Services (6.5%):
Momo, Inc., ADR		61,866		2,214,803
NetEase, Inc., ADR		9,166		2,344,388
Tencent Holdings Ltd.		440,515		19,929,408
				24,488,599

See notes to financial statements.

14

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Discretionary (6.4%):
Alibaba Group Holding Ltd., ADR (b)		99,408	$	16,844,685
Baozun, Inc., ADR (a) (b)		53,659		2,675,438
Tongcheng-Elong Holdings Ltd. (b)		1,292,000		2,564,695
Xtep International Holdings Ltd.		3,282,000		1,980,503
				24,065,321
Consumer Staples (2.5%):
Ausnutria Dairy Corp. Ltd. (a)		1,426,000		2,842,301
Wuliangye Yibin Co. Ltd.		233,450		4,020,852
Yihai International Holding Ltd.		498,000		2,583,663
				9,446,816
Energy (1.2%):
China Oilfield Services Ltd.		2,370,000		2,351,310
PetroChina Co. Ltd.		4,096,000		2,258,570
				4,609,880
Financials (5.9%):
China Construction Bank Corp.		10,997,857		9,480,559
China Merchants Bank Co. Ltd., Class H		830,000		4,118,967
Ping An Insurance Group Co. of China Ltd.		712,500		8,568,053
				22,167,579
Industrials (0.8%):
Zoomlion Heavy Industry Science And Technology Co.		4,430,000		2,909,885
Information Technology (0.6%):
Beijing Sinnet Technology Co. Ltd., Class A		915,600		2,239,687
Materials (1.7%):
Anhui Conch Cement Co. Ltd.		455,500		2,850,315
Wanhua Chemical Group Co. Ltd., Class A		302,600		1,889,694
Zijin Mining Group Co. Ltd.		4,388,000		1,783,315
				6,523,324
Real Estate (1.1%):
China Sce Property Holdings		3,894,000		1,876,779
Sunac China Holdings Ltd.		499,000		2,450,627
				4,327,406
				100,778,497
Cyprus (0.2%):
Financials (0.2%):
TCS Group Holding PLC, GDR		45,330		888,727
Greece (1.1%):
Communication Services (0.7%):
Hellenic Telecommunications Organization SA		171,144		2,527,944
Industrials (0.4%):
Mytilineos Holdings SA		131,782		1,520,951
				4,048,895

See notes to financial statements.

15

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Hong Kong (4.6%):
Consumer Discretionary (0.4%):
Xinyi Glass Holdings Ltd.		1,574,000	$	1,653,479
Energy (0.7%):
Kunlun Energy Co. Ltd.		2,968,000		2,591,548
Financials (0.7%):
Hong Kong Exchanges and Clearing Ltd.		73,200		2,586,994
Health Care (0.8%):
CSPC Pharmaceutical Group Ltd.		1,956,000		3,154,854
Industrials (0.5%):
CIMC Enric Holdings Ltd.		2,300,000		1,854,968
Information Technology (0.6%):
Kingboard Laminates Holdings Ltd.		2,289,500		2,100,713
Real Estate (0.9%):
Shimao Property Holdings Ltd.		1,162,000		3,540,235
				17,482,791
India (8.7%):
Consumer Discretionary (1.3%):
Aditya Birla Fashion and Retail Ltd. (b)		454,953		1,420,501
Indian Hotels Co. Ltd.		598,202		1,365,255
Jubilant Foodworks, Ltd.		123,844		2,212,309
				4,998,065
Energy (1.3%):
Reliance Industries Ltd. (b)		278,313		5,051,124
Financials (2.4%):
Cholamandalam Investment and Finance Co. Ltd.		480,235		1,987,267
Housing Development Finance Corp. Ltd.		165,035		5,240,950
Rec Ltd.		697,280		1,664,131
				8,892,348
Health Care (0.4%):
Jubilant Life Sciences Ltd.		195,414		1,449,919
Industrials (1.2%):
Adani Ports And Special Economic Zone		418,282		2,485,880
Larsen & Toubro Ltd.		84,321		1,897,387
				4,383,267
Information Technology (1.5%):
HCL Technologies Ltd.		177,247		2,734,589
Infosys Technologies, ADR (a)		286,538		3,065,957
				5,800,546
Utilities (0.6%):
Mahanagar Gas Ltd.		178,679		2,199,175
				32,774,444

See notes to financial statements.

16

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Indonesia (3.2%):
Financials (2.4%):
Bank Tabungan Pensiunan Nasional Syariah Tbk PT (b)		15,561,900	$	3,800,913
PT Bank Negara Indonesia Persero TBK		7,884,500		5,137,693
				8,938,606
Industrials (0.4%):
PT Wijaya Karya Persero TBK		9,150,000		1,573,692
Materials (0.4%):
PT Indocement Tunggal Prakarsa TBK		1,121,600		1,585,432
				12,097,730
Korea, Republic Of (12.5%):
Communication Services (0.4%):
Innocean Worldwide, Inc.		23,902		1,475,402
Consumer Discretionary (1.6%):
Fila Korea Ltd.		31,028		2,061,079
Hyundai Mobis Co. Ltd.		20,253		4,132,981
				6,194,060
Consumer Staples (0.5%):
Neopharm Co. Ltd.		39,714		1,793,615
Energy (0.6%):
SK Innovation Co. Ltd.		16,064		2,214,738
Financials (0.6%):
Hana Financial Group, Inc.		72,537		2,351,603
Industrials (0.7%):
Samsung Engineering Co. Ltd. (b)		181,594		2,702,915
Information Technology (7.4%):
DuzonBizon Co. Ltd.		32,196		1,739,490
Samsung Electro-Mechanics Co. Ltd.		22,578		1,921,470
Samsung Electronics Co. Ltd.		446,396		18,181,334
SK Hynix, Inc.		99,920		6,011,430
				27,853,724
Materials (0.7%):
Ssangyong Cement Industrial Co. Ltd.		473,113		2,588,216
				47,174,273
Malaysia (0.5%):
Financials (0.5%):
Ammb Holdings Berhad		1,706,800		1,747,963
Mexico (3.6%):
Communication Services (0.7%):
America Movil, ADR		192,578		2,803,936
Consumer Discretionary (0.3%):
El Puerto de Liverpool Sab de CV		173,507		966,278

See notes to financial statements.

17

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (0.3%):
Grupo Lala SAB de CV		989,293	$	1,216,137
Financials (1.5%):
Gentera SAB de CV		1,980,392		1,712,092
Grupo Financiero Banorte SAB de CV		670,344		3,890,062
				5,602,154
Materials (0.4%):
Alpek SAB de CV		1,208,387		1,518,213
Real Estate (0.4%):
Corporacion Inmobiliaria Vesta SAB de CV		887,836		1,310,717
				13,417,435
Peru (0.9%):
Financials (0.9%):
Credicorp Ltd.		14,603		3,342,773
Philippines (1.6%):
Financials (0.8%):
BDO Unibank, Inc.		1,036,640		2,834,236
Real Estate (0.8%):
Megaworld Corp.		25,830,900		3,075,593
				5,909,829
Poland (0.5%):
Energy (0.5%):
Grupa Lotos SA		81,786		1,857,348
Russian Federation (3.3%):
Energy (1.6%):
LUKOIL PJSC, ADR		72,513		6,112,413
				6,112,413
Financials (1.5%):
Sberbank of Russia PJSC, ADR		360,245		5,549,955
Materials (0.2%):
ALROSA AO		488,420		664,788
				12,327,156
Saudi Arabia (1.1%):
Consumer Discretionary (0.3%):
Leejam Sports Co. JSC		55,699		1,110,774
Financials (0.8%):
Al Rajhi Bank		156,381		2,904,151
				4,014,925
South Africa (4.0%):
Communication Services (1.5%):
Naspers Ltd.		24,211		5,863,401

See notes to financial statements.

18

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (0.5%):
The SPAR Group Ltd.		136,697	$	1,816,864
Financials (1.1%):
Absa Group Ltd.		184,500		2,308,425
Nedbank Group Ltd.		102,251		1,840,284
				4,148,709
Materials (0.9%):
AngloGold Ashanti Ltd.		182,002		3,264,065
				15,093,039
Taiwan (8.5%):
Consumer Discretionary (0.6%):
Giant Manufacturing Co. Ltd.		314,000		2,462,570
Financials (1.4%):
Chailease Holding Co. Ltd.		196,000		812,315
Yuanta Financial Holding Co. Ltd.		7,294,000		4,385,055
				5,197,370
Industrials (0.8%):
Far Eastern New Century Corp.		2,669,000		2,883,915
Information Technology (5.7%):
Globalwafers Co. Ltd.		188,000		1,912,844
King Yuan Electronics Co. Ltd.		2,519,000		2,180,243
Nanya Technology Corp.		1,278,000		2,657,301
Phison Electronics Corp.		150,000		1,368,949
Taiwan Semiconductor Manufacturing Co. Ltd.		1,543,998		11,810,420
Utechzone Co. Ltd.		647,000		1,492,345
				21,422,102
				31,965,957
Thailand (2.0%):
Consumer Discretionary (0.5%):
Com7 PCL (a)		2,571,600		1,831,509
Consumer Staples (0.5%):
CP All PCL		672,800		1,888,565
Energy (1.0%):
PTT Exploration & Production		885,100		3,908,202
				7,628,276
United Arab Emirates (0.5%):
Real Estate (0.5%):
Aldar Properties PJSC		4,028,790		2,077,141
United Kingdom (1.4%):
Communication Services (0.4%):
Airtel Africa PLC (b) (c)		1,635,265		1,407,724

See notes to financial statements.

19

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Materials (1.0%):
Anglo American PLC		129,424	$	3,696,702
				5,104,426
United States (0.5%):
Industrials (0.5%):
Bizlink Holding, Inc.		289,000		2,008,652
Total Common Stocks (Cost $326,680,196)				360,491,809
Preferred Stocks (1.7%)
Brazil (1.7%):
Financials (1.3%):
Itau Unibanco Holding S.A.		547,300		5,168,937
Industrials (0.4%):
Randon SA Implementos e Participacoes		628,200		1,479,157
				6,648,094
Total Preferred Stocks (Cost $5,705,837)				6,648,094
Collateral for Securities Loaned^ (2.3%)
United States (2.3%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (d)		1,783,829		1,783,829
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (d)		2,297,776		2,297,776
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (d)		59,673		59,673
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (d)		980,975		980,975
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (d)		1,337,664		1,337,664
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (d)		2,080,887		2,080,887
Total Collateral for Securities Loaned (Cost $8,540,803)				8,540,804
Total Investments (Cost $340,926,836) — 99.7%				375,680,707
Other assets in excess of liabilities — 0.3%				1,101,746
NET ASSETS — 100.00%			$	376,782,453

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security is on loan.

(b)  Non-income producing security.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $1,407,724 and amounted to 0.4% of net assets.

(d)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

GDR — Global Depository Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

20

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.6%)
Brazil (6.6%):
Consumer Discretionary (1.1%):
BK Brasil Operacao e Assessoria a Restaurantes SA		10,200	$	59,086
Energy (0.9%):
Cosan Ltd. (a)		3,690		49,298
Financials (0.9%):
Banco ABC Brasil SA		9,508		47,598
Health Care (0.6%):
Qualicorp SA		5,800		34,701
Industrials (1.2%):
Companhia de Locacao das Americas		5,000		63,657
Utilities (1.9%):
Eneva SA (a)		8,800		55,285
Omega Geracao SA (a)		8,000		49,801
				105,086
				359,426
Chile (1.7%):
Energy (1.0%):
Geopark Ltd. (a)		2,855		52,932
Real Estate (0.7%):
Parque Arauco SA		13,645		37,887
				90,819
China (9.7%):
Communication Services (0.5%):
YY, Inc., ADR (a)		409		28,503
Consumer Discretionary (1.3%):
Baozun, Inc., ADR (a) (b)		738		36,797
Tongcheng-Elong Holdings Ltd. (a)		17,200		34,143
				70,940
Consumer Staples (2.5%):
Anhui Kouzi Distillery Co. Ltd., Class A		4,100		38,559
Ausnutria Dairy Corp. Ltd.		33,000		65,775
Tianyun International Holdings Ltd.		214,000		31,527
				135,861
Health Care (1.8%):
Livzon Pharmaceutical Group, Inc.		8,700		28,961
Luye Pharma Group Ltd. (c)		46,000		33,364
Shandong Weigao Group Medical Polymer Co. Ltd., Class H		40,000		36,299
				98,624
Industrials (1.6%):
Shenzhen Expressway Co. Ltd., Class H		36,000		43,277
Zoomlion Heavy Industry Science And Technology Co.		63,800		41,908
				85,185

See notes to financial statements.

21

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Information Technology (0.6%):
Beijing Sinnet Technology Co. Ltd., Class A		13,700	$	33,512
Real Estate (1.4%):
China Sce Property Holdings		90,000		43,377
Yuzhou Properties Co. Ltd.		63,000		29,596
				72,973
				525,598
Colombia (0.7%):
Financials (0.7%):
Banco Davivienda SA		3,089		38,942
Cyprus (0.4%):
Financials (0.4%):
TCS Group Holding PLC, GDR		1,114		21,841
Egypt (0.8%):
Health Care (0.8%):
Cleopatra Hospital (a)		109,599		42,404
Greece (2.6%):
Industrials (1.5%):
Mytilineos Holdings SA		6,779		78,239
Utilities (1.1%):
Terna Energy SA		7,671		61,482
				139,721
Hong Kong (3.5%):
Communication Services (0.6%):
Citic Telecom International Holdings Ltd.		87,000		34,500
Consumer Discretionary (0.7%):
Stella International Holdings, Ltd.		21,000		35,500
Industrials (0.7%):
CIMC Enric Holdings Ltd.		46,000		37,099
Information Technology (0.8%):
Kingboard Laminates Holdings Ltd.		46,500		42,666
Real Estate (0.7%):
Yuexiu Property Co. Ltd.		170,000		38,531
				188,296
India (13.4%):
Consumer Discretionary (2.8%):
Aditya Birla Fashion and Retail Ltd. (a)		15,631		48,805
Indian Hotels Co. Ltd.		21,158		48,288
Jubilant Foodworks, Ltd.		2,937		52,466
				149,559

See notes to financial statements.

22

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Financials (3.0%):
Cholamandalam Investment and Finance Co. Ltd.		12,730	$	52,678
Manappuram Finance Ltd.		29,047		58,164
Rec Ltd.		21,302		50,839
				161,681
Health Care (0.8%):
Jubilant Life Sciences Ltd.		5,732		42,530
Industrials (2.0%):
L&T Technology Services Ltd. (c)		2,338		59,110
PNC Infratech Ltd.		17,854		52,047
				111,157
Information Technology (2.1%):
NIIT Technologies Ltd.		2,947		57,433
Zensar Technologies Ltd.		14,460		54,163
				111,596
Materials (0.7%):
Essel Propack, Ltd.		20,351		38,377
Utilities (2.0%):
CESC Ltd.		5,041		57,267
Mahanagar Gas Ltd.		4,401		54,167
				111,434
				726,334
Indonesia (4.5%):
Consumer Discretionary (1.0%):
PT Mitra Adiperkasa TBK		851,700		54,272
Consumer Staples (0.7%):
Industri Jamu Dan Farmasi SI		547,400		38,974
Financials (1.3%):
Bank Tabungan Pensiunan Nasional Syariah Tbk PT (a)		292,800		71,515
Industrials (0.8%):
PT Wijaya Karya Persero TBK		245,200		42,171
Materials (0.7%):
PT Indocement Tunggal Prakarsa TBK		26,700		37,742
				244,674
Korea, Republic Of (13.9%):
Communication Services (1.7%):
AfreecaTV Co. Ltd.		807		43,099
Innocean Worldwide, Inc.		784		48,394
				91,493
Consumer Discretionary (1.3%):
Fila Korea Ltd.		1,039		69,017
Consumer Staples (0.7%):
Neopharm Co. Ltd.		858		38,750

See notes to financial statements.

23

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Financials (0.6%):
DGB Financial Group, Inc.		4,327	$	30,567
Health Care (3.7%):
Caregen Co. Ltd. (d)		571		34,055
Dong-A ST Co. Ltd.		459		40,366
Hanall Biopharma Co. Ltd. (a)		1,347		29,118
I-Sens, Inc.		2,317		48,820
Seegene, Inc. (a)		2,025		46,422
				198,781
Industrials (0.8%):
Samsung Engineering Co. Ltd. (a)		2,881		42,882
Information Technology (3.4%):
DuzonBizon Co. Ltd.		1,295		69,967
KoMiCo Ltd.		1,818		42,842
Tes Co. Ltd.		3,328		47,515
Tokai Carbon Korea Co. Ltd.		584		27,587
				187,911
Materials (1.7%):
Hansol Chemical Co. Ltd.		672		46,285
Ssangyong Cement Industrial Co. Ltd.		8,767		47,961
				94,246
				753,647
Malaysia (1.7%):
Consumer Discretionary (0.8%):
Bermaz Auto BHD		70,100		45,149
Financials (0.9%):
RHB Capital Berhad		36,400		49,270
				94,419
Mexico (3.8%):
Consumer Staples (0.6%):
Grupo Lala SAB de CV		27,652		33,992
Financials (1.5%):
Credito Real Sab de CV		34,543		42,374
Gentera SAB de CV		47,091		40,711
				83,085
Materials (0.7%):
Alpek SAB de CV		28,003		35,183
Real Estate (1.0%):
Macquarie Mexico Real Estate Management SA de CV (c)		49,356		56,044
				208,304
Peru (1.4%):
Financials (0.7%):
Intercorp Financial Services, Inc.		882		40,131

See notes to financial statements.

24

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Industrials (0.7%):
Ferreycorp Saa		51,229	$	35,188
				75,319
Philippines (2.5%):
Consumer Discretionary (1.0%):
Bloomberry Resorts Corp.		246,000		54,221
Industrials (0.8%):
Cebu Air, Inc.		25,220		44,810
Real Estate (0.7%):
Filinvest Land, Inc.		1,086,000		39,849
				138,880
Poland (0.7%):
Energy (0.7%):
Grupa Lotos SA		1,666		37,835
Saudi Arabia (1.6%):
Consumer Discretionary (0.7%):
Leejam Sports Co. JSC		1,979		39,466
Financials (0.9%):
Bupa Arabia for Cooperative Insurance Co.		1,799		46,302
				85,768
South Africa (4.9%):
Consumer Staples (1.5%):
Clover Industries Ltd.		26,125		37,554
The SPAR Group Ltd.		3,206		42,612
				80,166
Materials (2.5%):
African Rainbow Minerals Ltd.		5,874		76,305
AngloGold Ashanti Ltd.		3,481		62,429
				138,734
Real Estate (0.9%):
Vukile Property Fund Ltd.		34,636		47,187
				266,087
Taiwan (16.7%):
Consumer Discretionary (3.7%):
Giant Manufacturing Co. Ltd.		5,000		39,213
Power Wind Health Industry, Inc.		7,000		58,994
Poya Co. Ltd.		4,000		54,145
Topkey Corp.		9,000		49,687
				202,039
Financials (0.8%):
Chailease Holding Co. Ltd.		11,000		45,589

See notes to financial statements.

25

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Health Care (1.1%):
Bioteque Corp.		15,000	$	58,463
Industrials (2.2%):
Sinmag Equipment Corp.		10,383		38,799
Taiwan Secom Co., Ltd.		15,000		42,790
Xxentria Technology Material		17,000		39,232
				120,821
Information Technology (7.8%):
Elite Material Co. Ltd.		18,000		54,481
First Hi-Tec Enterprise Co. Ltd.		33,000		47,986
Flexium Interconnect, Inc.		19,000		52,870
King Yuan Electronics Co. Ltd.		61,000		52,797
Phison Electronics Corp.		4,000		36,505
Sino-American Silicon Products, Inc.		23,000		60,587
Taiwan Union Technology Corp.		18,000		72,415
Utechzone Co. Ltd.		19,000		43,825
				421,466
Materials (1.1%):
Shinkong Synthetic Fibers Corp.		130,000		58,303
				906,681
Thailand (2.6%):
Consumer Discretionary (1.6%):
Com7 PCL		68,700		48,928
Somboon Advance Technology PCL		68,100		40,215
				89,143
Financials (1.0%):
Kiatnakin Bank PCL		24,000		54,419
				143,562
Turkey (0.7%):
Consumer Discretionary (0.7%):
Kordsa Teknik Tekstil AS		19,545		40,949
Yatas Yatak ve Yorgan Sanayi ve Ticaret AS (a)		—		—	(e)
				40,950
United Arab Emirates (0.7%):
Real Estate (0.7%):
Aldar Properties PJSC		69,669		35,920
United Kingdom (0.6%):
Communication Services (0.6%):
Airtel Africa PLC (a) (c)		39,560		34,055
United States (0.9%):
Industrials (0.9%):
Bizlink Holding, Inc.		7,000		48,652
Total Common Stocks (Cost $4,855,950)				5,248,134

See notes to financial statements.

26

Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Preferred Stocks (0.7%)
Brazil (0.7%):
Industrials (0.7%):
Randon SA Implementos e Participacoes		17,400	$	40,970
Total Preferred Stocks (Cost $33,028)				40,970
Collateral for Securities Loaned^ (0.7%)
United States (0.7%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (f)		7,776		7,776
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (f)		10,018		10,018
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (f)		260		260
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (f)		4,276		4,276
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (f)		5,831		5,831
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (f)		9,071		9,071
Total Collateral for Securities Loaned (Cost $37,231)				37,232
Total Investments (Cost $4,926,209) — 98.0%				5,326,336
Other assets in excess of liabilities — 2.0%				106,772
NET ASSETS — 100.00%			$	5,433,108

^  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)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, the fair value of these securities was $182,573 and amounted to 3.3% of net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.6% of the Fund's net assets as of June 30, 2019. This security is classified as Level 3 within the fair value hierarchy. (See Note 2)

(e)  Rounds to less than $1.

(f)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

GDR — Global Depository Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

27

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund
ASSETS:
Investments, at value (Cost $45,409,901 and $43,674,342)	$	49,357,782	(a)	$	54,566,692
Foreign currency, at value (Cost $89,828 and $2,914)		87,367			2,712
Cash and cash equivalents		1,219,244			662,260
Interest and dividends receivable		59,364			81,866
Receivable for capital shares issued		82,018			1,064,616
Receivable for investments sold		305,429			107,600
Reclaims receivable		112,031			49,292
Receivable from Adviser		47,868			74,266
Prepaid expenses		43,969			56,056
Total Assets		51,315,072			56,665,360
LIABILITIES:
Payables:
Collateral received on loaned securities		24,251			—
Investments purchased		713,878			164,183
Capital shares redeemed		76,990			13,508
Accrued foreign capital gains taxes		—			10,280
Accrued expenses and other payables:
Investment advisory fees		30,741			35,335
Administration fees		2,384			2,730
Custodian fees		2,284			2,521
Transfer agent fees		6,535			6,446
Chief Compliance Officer fees		26			30
Trustees' fees		129			73
12b-1 fees		2,813			2,455
Other accrued expenses		10,328			12,169
Total Liabilities		870,359			249,730
NET ASSETS:
Capital		45,728,055			45,387,250
Total distributable earnings/(loss)		4,716,658			11,028,380
Net Assets	$	50,444,713		$	56,415,630
Net Assets
Class A Shares	$	18,647,549		$	9,213,262
Class C Shares		1,214,612			2,747,363
Class R Shares		2,058,539			1,933,254
Class R6 Shares		52,621			52,636
Class Y Shares		28,471,392			42,469,115
Total	$	50,444,713		$	56,415,630
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		1,521,205			678,095
Class C Shares		136,328			209,377
Class R Shares		179,710			114,267
Class R6 Shares		5,188			5,188
Class Y Shares		2,356,585			3,152,311
Total		4,199,016			4,159,238

(continues on next page)

See notes to financial statements.

28

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited) (continued)

	Victory RS International Fund			Victory RS Global Fund
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	12.26		$	13.59
Class C Shares (b)		8.91			13.12
Class R Shares		11.45			16.92
Class R6 Shares		10.14			10.15
Class Y Shares		12.08			13.47
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	13.01		$	14.42

(a)  Includes $23,167 of securities on loan.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

29

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory Sophus Emerging Markets Fund			Victory Sophus Emerging Markets Small Cap Fund
ASSETS:
Investments, at value (Cost $340,926,836 and $4,926,209)	$	375,680,707	(a)	$	5,326,336	(b)
Foreign currency, at value (Cost $1,725,089 and $8,404)		1,720,558			8,322
Cash and cash equivalents		4,612,799			134,585
Interest and dividends receivable		1,603,691			21,235
Receivable for capital shares issued		1,223,430			—
Receivable for investments sold		7,982,431			11,283
Reclaims receivable		2,571			625
Receivable from Adviser		268,476			36,702
Prepaid expenses		47,158			21,711
Total Assets		393,141,821			5,560,799
LIABILITIES:
Payables:
Collateral received on loaned securities		8,540,804			37,232
Investments purchased		6,554,877			62,950
Capital shares redeemed		724,984			—
Accrued foreign capital gains taxes		90,472			1,441
Accrued expenses and other payables:
Investment advisory fees		299,457			5,444
Administration fees		18,531			271
Custodian fees		34,452			1,825
Transfer agent fees		43,321			387
Chief Compliance Officer fees		228			4
Trustees' fees		576			—
12b-1 fees		12,164			91
Other accrued expenses		39,502			18,046
Total Liabilities		16,359,368			127,691
NET ASSETS:
Capital		362,141,999			5,200,469
Total distributable earnings/(loss)		14,640,454			232,639
Net Assets	$	376,782,453		$	5,433,108
Net Assets
Class A Shares	$	62,150,382		$	305,995
Class C Shares		7,801,682			147,563
Class R Shares		13,442,309			—
Class R6 Shares		59,783,419			—
Class Y Shares		233,604,661			4,979,550
Total	$	376,782,453		$	5,433,108
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		3,205,197			44,337
Class C Shares		539,580			23,584
Class R Shares		739,994			—
Class R6 Shares		3,035,633			—
Class Y Shares		11,967,542			723,098
Total		19,487,946			791,019

(continues on next page)

See notes to financial statements.

30

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited) (continued)

	Victory Sophus Emerging Markets Fund			Victory Sophus Emerging Markets Small Cap Fund
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	19.39		$	6.90
Class C Shares (c)		14.46			6.26
Class R Shares		18.17			—
Class R6 Shares		19.69			—
Class Y Shares		19.52			6.89
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	20.57		$	7.32

(a)  Includes $8,352,549 of securities on loan.

(b)  Includes $36,398 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

31

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund
Investment Income:
Dividends	$	930,183		$	793,213
Interest		13,720			9,850
Securities lending (net of fees)		4,292			2,999
Foreign tax withholding		(102,490	)		(57,067	)
Total Income		845,705			748,995
Expenses:
Investment advisory fees		143,343			175,286
Administration fees		11,302			13,832
12b-1 fees — Class A Shares		21,767			8,832
12b-1 fees — Class C Shares		5,121			13,122
12b-1 fees — Class R Shares		4,928			4,730
Custodian fees		14,451			7,458
Transfer agent fees		804			936
Transfer agent fees — Class A Shares		16,555			4,106
Transfer agent fees — Class C Shares		789			1,489
Transfer agent fees — Class R Shares		2,141			2,669
Transfer agent fees — Class R6 Shares (a)		8			8
Transfer agent fees — Class Y Shares		4,474			14,039
Trustees' fees		1,393			1,776
Chief Compliance Officer fees		130			165
Legal and audit fees		5,710			7,637
State registration and filing fees		30,582			30,432
Other expenses		13,451			10,657
Total Expenses		276,949			297,174
Expenses waived/reimbursed by Adviser		(86,790	)		(138,648	)
Net Expenses		190,159			158,526
Net Investment Income (Loss)		655,546			590,469
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		(2,779	)		(83,654	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		3,899,013			6,427,860
Net change in accrued foreign taxes on unrealized gains		—			15
Net realized/unrealized gains (losses) on investments		3,896,234			6,344,221
Change in net assets resulting from operations	$	4,551,780		$	6,934,690

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

See notes to financial statements.

32

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory Sophus Emerging Markets Fund			Victory Sophus Emerging Markets Small Cap Fund
Investment Income:
Dividends	$	4,858,331		$	75,838
Interest		68,997			819
Securities lending (net of fees)		46,390			496
Foreign tax withholding		(441,748	)		(8,331	)
Total Income		4,531,970			68,822
Expenses:
Investment advisory fees		1,734,623			31,063
Accounting fees		—			7,458
Administration fees		109,565			1,569
12b-1 fees — Class A Shares		75,022			370
12b-1 fees — Class C Shares		45,540			670
12b-1 fees — Class R Shares		32,873			—
Custodian fees		97,674			28,218
Transfer agent fees		5,609			702
Transfer agent fees — Class A Shares		47,347			306
Transfer agent fees — Class C Shares		7,175			85
Transfer agent fees — Class R Shares		11,907			—
Transfer agent fees — Class R6 Shares		732			—
Transfer agent fees — Class Y Shares		99,397			1,387
Trustees' fees		14,221			281
Chief Compliance Officer fees		1,357			19
Legal and audit fees		23,827			11,682
State registration and filing fees		46,241			20,410
Line of credit fees		—			4
Interfund lending fees		691			10
Other expenses		47,025			4,289
Total Expenses		2,400,826			108,523
Expenses waived/reimbursed by Adviser		(504,031	)		(70,148	)
Net Expenses		1,896,795			38,375
Net Investment Income (Loss)		2,635,175			30,447
Realized/Unrealized Gains (Losses) from Investment Transactions:
Net realized gains (losses) from investment securities and foreign currency translations		(8,027,593	)		(15,027	)
Foreign taxes on realized gains		(7,708	)		—
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		40,042,344			595,408
Net change in accrued foreign taxes on unrealized gains		(74,722	)		(1,439	)
Net realized/unrealized gains (losses) on investments		31,932,321			578,942
Change in net assets resulting from operations	$	34,567,496		$	609,389

See notes to financial statements.

33

Victory Portfolios Statements of Changes in Net Assets

	Victory RS International Fund						Victory RS Global Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	655,546		$	477,399		$	590,469		$	570,635
Net realized gains (losses) from investment transactions		(2,779	)		1,177,830			(83,654	)		860,931
Net change in unrealized appreciation/depreciation on investments		3,899,013			(4,529,981	)		6,427,875			(3,474,816	)
Change in net assets resulting from operations		4,551,780			(2,874,752	)		6,934,690			(2,043,250	)
Distributions to Shareholders:
Class A Shares		—			(284,566	)		—			(235,004	)
Class C Shares		—			(11,666	)		—			(90,683	)
Class R Shares		—			(31,806	)		—			(63,429	)
Class Y Shares		—			(123,500	)		—			(1,171,457	)
Change in net assets resulting from distributions to shareholders		—			(451,538	)		—			(1,560,573	)
Change in net assets resulting from capital transactions		21,710,000			2,287,100			13,963,779			6,560,242
Change in net assets		26,261,780			(1,039,190	)		20,898,469			2,956,419
Net Assets:
Beginning of period		24,182,933			25,222,123			35,517,161			32,560,742
End of period	$	50,444,713		$	24,182,933		$	56,415,630		$	35,517,161

(continues on next page)

See notes to financial statements.

34

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	1,561,958		$	2,288,447		$	3,630,088		$	3,860,237
Distributions reinvested		—			281,572			—			234,677
Cost of shares redeemed		(1,073,238	)		(3,237,246	)		(1,170,911	)		(1,373,547	)
Total Class A Shares	$	488,720		$	(667,227	)	$	2,459,177		$	2,721,367
Class C Shares
Proceeds from shares issued	$	567,874		$	194,402		$	218,221		$	971,122
Distributions reinvested		—			11,611			—			85,530
Cost of shares redeemed		(182,720	)		(465,668	)		(243,673	)		(594,065	)
Total Class C Shares	$	385,154		$	(259,655	)	$	(25,452	)	$	462,587
Class R Shares
Proceeds from shares issued	$	391,861		$	223,517		$	253,140		$	1,047,820
Distributions reinvested		—			31,806			—			63,412
Cost of shares redeemed		(387,798	)		(706,064	)		(555,239	)		(1,274,358	)
Total Class R Shares	$	4,063		$	(450,741	)	$	(302,099	)	$	(163,126	)
Class R6 Shares (a)
Proceeds from shares issued	$	51,880		$	—		$	51,881		$	—
Total Class R6 Shares	$	51,880		$	—		$	51,881		$	—
Class Y Shares
Proceeds from shares issued	$	22,482,236		$	4,390,231		$	16,977,404		$	9,260,102
Distributions reinvested		—			120,168			—			1,155,690
Cost of shares redeemed		(1,702,053	)		(845,676	)		(5,197,132	)		(6,876,378	)
Total Class Y Shares	$	20,780,183		$	3,664,723		$	11,780,272		$	3,539,414
Change in net assets resulting from capital transactions	$	21,710,000		$	2,287,100		$	13,963,779		$	6,560,242

(continues on next page)

See notes to financial statements.

35

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		134,949			195,662			278,304			307,527
Reinvested		—			26,639			—			20,347
Redeemed		(91,996	)		(271,037	)		(94,198	)		(105,006	)
Total Class A Shares		42,953			(48,736	)		184,106			222,868
Class C Shares
Issued		67,093			23,020			18,188			76,188
Reinvested		—			1,506			—			7,669
Redeemed		(21,289	)		(53,829	)		(19,820	)		(47,913	)
Total Class C Shares		45,804			(29,303	)		(1,632	)		35,944
Class R Shares
Issued		35,858			20,065			15,532			63,257
Reinvested		—			3,216			—			4,422
Redeemed		(35,666	)		(65,948	)		(34,866	)		(78,778	)
Total Class R Shares		192			(42,667	)		(19,334	)		(11,099	)
Class R6 Shares (a)
Issued		5,188			—			5,188			—
Total Class R6 Shares		5,188			—			5,188			—
Class Y Shares
Issued		1,934,484			373,965			1,319,756			722,761
Reinvested		—			11,555			—			101,047
Redeemed		(149,203	)		(75,831	)		(404,939	)		(538,364	)
Total Class Y Shares		1,785,281			309,689			914,817			285,444
Change in Shares		1,879,418			188,983			1,083,145			533,157

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019

See notes to financial statements.

36

Victory Portfolios Statements of Changes in Net Assets

	Victory Sophus Emerging Markets Fund						Victory Sophus Emerging Markets Small Cap Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	2,635,175		$	4,102,037		$	30,447		$	45,674
Net realized gains (losses) from investment transactions		(8,035,301	)		(14,816,850	)		(15,027	)		206,641
Net change in unrealized appreciation/depreciation on investments		39,967,622			(57,042,614	)		593,969			(1,413,651	)
Change in net assets resulting from operations		34,567,496			(67,757,427	)		609,389			(1,161,336	)
Distributions to Shareholders:
Class A Shares		—			(2,404,521	)		—			(77,275	)
Class C Shares		—			(487,115	)		—			(28,802	)
Class R Shares		—			(557,638	)		—			—
Class R6 Shares		—			(1,290,095	)		—			—
Class Y Shares		—			(7,886,236	)		—			(697,233	)
Change in net assets resulting from distributions to shareholders		—			(12,625,605	)		—			(803,310	)
Change in net assets resulting from capital transactions		55,386,152			137,334,265			487,839			(938,856	)
Change in net assets		89,953,648			56,951,233			1,097,228			(2,903,502	)
Net Assets:
Beginning of period		286,828,805			229,877,572			4,335,880			7,239,382
End of period	$	376,782,453		$	286,828,805		$	5,433,108		$	4,335,880

(continues on next page)

See notes to financial statements.

37

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Sophus Emerging Markets Fund						Victory Sophus Emerging Markets Small Cap Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	5,820,030		$	33,865,822		$	18,699		$	292,487
Distributions reinvested		—			2,332,176			—			77,275
Cost of shares redeemed		(6,769,018	)		(39,120,936	)		(87,120	)		(1,300,280	)
Total Class A Shares	$	(948,988	)	$	(2,922,938	)	$	(68,421	)	$	(930,518	)
Class C Shares
Proceeds from shares issued	$	357,705		$	2,799,033		$	18,900		$	115,563
Distributions reinvested		—			472,508			—			24,961
Cost of shares redeemed		(3,647,926	)		(5,728,052	)		—			(64,924	)
Total Class C Shares	$	(3,290,221	)	$	(2,456,511	)	$	18,900		$	75,600
Class R Shares
Proceeds from shares issued	$	923,724		$	3,155,291		$	—		$	—
Distributions reinvested		—			555,098			—			—
Cost of shares redeemed		(1,358,858	)		(5,171,495	)		—			—
Total Class R Shares	$	(435,134	)	$	(1,461,106	)	$	—		$	—
Class R6 Shares
Proceeds from shares issued	$	32,355,494		$	19,872,256		$	—		$	—
Distributions reinvested		—			1,290,095			—			—
Cost of shares redeemed		(6,000,096	)		(4,453,645	)		—			—
Total Class R6 Shares	$	26,355,398		$	16,708,706		$	—		$	—
Class Y Shares
Proceeds from shares issued	$	81,780,328		$	220,978,809		$	933,459		$	5,720,498
Distributions reinvested		181			7,831,210			—			697,233
Cost of shares redeemed		(48,075,412	)		(101,343,905	)		(396,099	)		(6,501,669	)
Total Class Y Shares	$	33,705,097		$	127,466,114		$	537,360		$	(83,938	)
Change in net assets resulting from capital transactions	$	55,386,152		$	137,334,265		$	487,839		$	(938,856	)

(continues on next page)

See notes to financial statements.

38

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Sophus Emerging Markets Fund						Victory Sophus Emerging Markets Small Cap Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		310,773			1,521,048			2,879			28,462
Reinvested		—			134,716			—			12,922
Redeemed		(361,948	)		(1,795,173	)		(13,562	)		(130,028	)
Total Class A Shares		(51,175	)		(139,409	)		(10,683	)		(88,644	)
Class C Shares
Issued		25,629			165,816			3,242			12,466
Reinvested		—			36,742			—			4,588
Redeemed		(262,347	)		(354,786	)		—			(7,100	)
Total Class C Shares		(236,718	)		(152,228	)		3,242			9,954
Class R Shares
Issued		52,658			152,588			—			—
Reinvested		—			34,252			—			—
Redeemed		(76,711	)		(266,765	)		—			—
Total Class R Shares		(24,053	)		(79,925	)		—			—
Class R6 Shares
Issued		1,701,390			957,135			—			—
Reinvested		—			73,315			—			—
Redeemed		(318,495	)		(200,408	)		—			—
Total Class R6 Shares		1,382,895			830,042			—			—
Class Y Shares
Issued		4,361,754			10,283,738			140,970			632,138
Reinvested		10			448,845			—			116,985
Redeemed		(2,552,645	)		(5,031,804	)		(60,421	)		(670,562	)
Total Class Y Shares		1,809,119			5,700,779			80,549			78,561
Change in Shares		2,880,068			6,159,259			73,108			(129	)

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS International Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	10.63		0.20		1.43			1.63			—			—
Year Ended 12/31/18	$	12.12		0.23		(1.52	)		(1.29	)		(0.20	)		—
Year Ended 12/31/17	$	9.84		0.19		2.29			2.48			(0.20	)		—
Year Ended 12/31/16	$	9.78		0.16		(0.07	)		0.09			(0.17	)		—
Year Ended 12/31/15	$	9.87		0.15		(0.09	)		0.06			(0.15	)		—
Year Ended 12/31/14	$	13.24		0.23		(0.98	)		(0.75	)		(0.21	)		(2.41	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	7.76		0.12		1.03			1.15			—			—
Year Ended 12/31/18	$	8.89		0.11		(1.11	)		(1.00	)		(0.13	)		—
Year Ended 12/31/17	$	7.26		0.08		1.68			1.76			(0.13	)		—
Year Ended 12/31/16	$	7.26		0.07		(0.08	)		(0.01	)		(0.13	)		—
Year Ended 12/31/15	$	7.36		0.05		(0.07	)		(0.02	)		(0.08	)		—
Year Ended 12/31/14	$	10.62		0.06		(0.78	)		(0.72	)		(0.13	)		(2.41	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.95		0.18		1.32			1.50			—			—
Year Ended 12/31/18	$	11.35		0.19		(1.42	)		(1.23	)		(0.17	)		—
Year Ended 12/31/17	$	9.23		0.15		2.14			2.29			(0.17	)		—
Year Ended 12/31/16	$	9.18		0.11		(0.06	)		0.05			(0.14	)		—
Year Ended 12/31/15	$	9.27		0.11		(0.09	)		0.02			(0.11	)		—
Year Ended 12/31/14	$	12.63		0.15		(0.94	)		(0.79	)		(0.16	)		(2.41	)
Class R6
May 2, 2019(g) through 6/30/19 (unaudited)	$	10.00		0.06		0.08			0.14			—			—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	10.47		0.23		1.38			1.61			—			—
Year Ended 12/31/18	$	11.93		0.23		(1.47	)		(1.24	)		(0.22	)		—
Year Ended 12/31/17	$	9.69		0.22		2.26			2.48			(0.24	)		—
Year Ended 12/31/16	$	9.62		0.18		(0.06	)		0.12			(0.19	)		—
Year Ended 12/31/15	$	9.70		0.18		(0.09	)		0.09			(0.17	)		—
Year Ended 12/31/14	$	13.08		0.25		(0.96	)		(0.71	)		(0.26	)		(2.41	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

											Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Capital Contributions from Prior Custodian, Net (See Note 8)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS International Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—			—	$	12.26		15.33	%		1.13	%		3.48	%		1.61	%	$	18,648		16	%
Year Ended 12/31/18		(0.20	)		—	$	10.63		(10.65	)%		1.13	%		1.97	%		1.61	%	$	15,716		52	%
Year Ended 12/31/17		(0.20	)		—	$	12.12		25.26	%		1.20	%		1.66	%		1.81	%	$	18,512		60	%
Year Ended 12/31/16		(0.17	)		0.14	$	9.84		2.41	%(f)		1.40	%		1.64	%		1.95	%	$	16,799		103	%
Year Ended 12/31/15		(0.15	)		—	$	9.78		0.64	%		1.40	%		1.49	%		1.89	%	$	19,416		117	%
Year Ended 12/31/14		(2.62	)		—	$	9.87		(5.80	)%		1.40	%		1.74	%		1.81	%	$	22,388		186	%
Class C
Six Months Ended 6/30/19 (unaudited)		—			—	$	8.91		14.82	%		1.88	%		2.87	%		3.36	%	$	1,215		16	%
Year Ended 12/31/18		(0.13	)		—	$	7.76		(11.24	)%		1.88	%		1.23	%		3.52	%	$	702		52	%
Year Ended 12/31/17		(0.13	)		—	$	8.89		24.25	%		1.95	%		0.92	%		3.26	%	$	1,066		60	%
Year Ended 12/31/16		(0.13	)		0.14	$	7.26		1.77	%(f)		2.15	%		0.97	%		3.05	%	$	1,228		103	%
Year Ended 12/31/15		(0.08	)		—	$	7.26		(0.27	)%		2.27	%		0.65	%		2.82	%	$	1,969		117	%
Year Ended 12/31/14		(2.54	)		—	$	7.36		(6.90	)%		2.55	%		0.54	%		2.75	%	$	2,418		186	%
Class R
Six Months Ended 6/30/19 (unaudited)		—			—	$	11.45		15.18	%		1.38	%		3.25	%		2.48	%	$	2,059		16	%
Year Ended 12/31/18		(0.17	)		—	$	9.95		(10.85	)%		1.38	%		1.73	%		2.31	%	$	1,786		52	%
Year Ended 12/31/17		(0.17	)		—	$	11.35		24.85	%		1.48	%		1.39	%		2.48	%	$	2,522		60	%
Year Ended 12/31/16		(0.14	)		0.14	$	9.23		2.06	%(f)		1.80	%		1.26	%		2.29	%	$	2,279		103	%
Year Ended 12/31/15		(0.11	)		—	$	9.18		0.22	%		1.86	%		1.10	%		2.28	%	$	2,707		117	%
Year Ended 12/31/14		(2.57	)		—	$	9.27		(6.37	)%		1.96	%		1.20	%		2.19	%	$	3,403		186	%
Class R6
May 2, 2019(g) through 6/30/19 (unaudited)		—			—	$	10.14		1.40	%		0.83	%		4.00	%		5.61	%	$	53		16	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—			—	$	12.08		15.38	%		0.88	%		3.93	%		1.22	%	$	28,470		16	%
Year Ended 12/31/18		(0.22	)		—	$	10.47		(10.38	)%		0.88	%		1.97	%		1.62	%	$	5,979		52	%
Year Ended 12/31/17		(0.24	)		—	$	11.93		25.56	%		0.94	%		1.98	%		1.85	%	$	3,122		60	%
Year Ended 12/31/16		(0.19	)		0.14	$	9.69		2.69	%(f)		1.15	%		1.93	%		1.80	%	$	2,626		103	%
Year Ended 12/31/15		(0.17	)		—	$	9.62		0.92	%		1.15	%		1.76	%		1.75	%	$	3,904		117	%
Year Ended 12/31/14		(2.67	)		—	$	9.70		(5.60	)%		1.15	%		1.95	%		1.51	%	$	4,221		186	%

(f)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was 1.45% for the period shown. (See Note 8)

(g)  Commencement of operations.

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From						Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital			Total Distributions to Shareholders
Victory RS Global Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	11.53		0.16		1.90			2.06			—			—			—			—
Year Ended 12/31/18	$	12.75		0.20		(0.90	)		(0.70	)		(0.16	)		(0.36	)		—			(0.52	)
Year Ended 12/31/17	$	11.16		0.15		2.53			2.68			—			(1.00	)		(0.09	)		(1.09	)
Year Ended 12/31/16	$	11.56		0.13		0.65			0.78			(0.03	)		(1.15	)		—			(1.18	)
Year Ended 12/31/15	$	11.56		0.11		0.32			0.43			(0.11	)		(0.32	)		—			(0.43	)
Year Ended 12/31/14	$	11.65		0.10		0.45			0.55			(0.08	)		(0.56	)		—			(0.64	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	11.17		0.11		1.84			1.95			—			—			—			—
Year Ended 12/31/18	$	12.38		0.10		(0.87	)		(0.77	)		(0.08	)		(0.36	)		—			(0.44	)
Year Ended 12/31/17	$	10.95		0.05		2.47			2.52			—			(1.00	)		(0.09	)		(1.09	)
Year Ended 12/31/16	$	11.42		0.05		0.63			0.68			—			(1.15	)		—			(1.15	)
Year Ended 12/31/15	$	11.43		0.01		0.32			0.33			(0.02	)		(0.32	)		—			(0.34	)
Year Ended 12/31/14	$	11.54		0.01		0.44			0.45			—			(0.56	)		—			(0.56	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	14.37		0.18		2.37			2.55			—			—			—			—
Year Ended 12/31/18	$	15.76		0.20		(1.10	)		(0.90	)		(0.13	)		(0.36	)		—			(0.49	)
Year Ended 12/31/17	$	13.62		0.05		3.18			3.23			—			(1.00	)		(0.09	)		(1.09	)
Year Ended 12/31/16	$	11.50		0.09		3.43			3.52			(0.25	)		(1.15	)		—			(1.40	)
Year Ended 12/31/15	$	11.50		0.06		0.32			0.38			(0.06	)		(0.32	)		—			(0.38	)
Year Ended 12/31/14	$	11.59		0.06		0.44			0.50			(0.03	)		(0.56	)		—			(0.59	)
Class R6
May 2, 2019(g) through 6/30/19 (unaudited)	$	10.00		0.06		0.09			0.15			—			—			—			—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	11.42		0.18		1.87			2.05			—			—			—			—
Year Ended 12/31/18	$	12.63		0.23		(0.89	)		(0.66	)		(0.19	)		(0.36	)		—			(0.55	)
Year Ended 12/31/17	$	11.04		0.18		2.50			2.68			—			(1.00	)		(0.09	)		(1.09	)
Year Ended 12/31/16	$	11.60		0.15		0.67			0.82			(0.23	)		(1.15	)		—			(1.38	)
Year Ended 12/31/15	$	11.59		0.15		0.31			0.46			(0.13	)		(0.32	)		—			(0.45	)
Year Ended 12/31/14	$	11.67		0.14		0.45			0.59			(0.11	)		(0.56	)		—			(0.67	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Global Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	13.59		17.87	%		0.85	%		2.57	%		1.55	%	$	9,213		23	%
Year Ended 12/31/18	$	11.53		(5.45	)%		0.94	%		1.51	%		1.75	%	$	5,695		58	%
Year Ended 12/31/17	$	12.75		24.48	%		1.17	%		1.24	%		1.90	%	$	3,456		187	%
Year Ended 12/31/16	$	11.16		6.67	%		1.40	%		1.12	%		1.71	%	$	5,366		184	%
Year Ended 12/31/15	$	11.56		3.68	%		1.36	%		0.90	%		1.57	%	$	13,857		90	%
Year Ended 12/31/14	$	11.56		4.70	%		1.40	%		0.85	%		1.63	%	$	13,015		130	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	13.12		17.46	%		1.60	%		1.79	%		2.59	%	$	2,747		23	%
Year Ended 12/31/18	$	11.17		(6.20	)%		1.70	%		0.79	%		2.59	%	$	2,358		58	%
Year Ended 12/31/17	$	12.38		23.47	%		1.91	%		0.41	%		3.00	%	$	2,167		187	%
Year Ended 12/31/16	$	10.95		5.92	%		2.16	%		0.41	%		2.44	%	$	1,270		184	%
Year Ended 12/31/15	$	11.42		2.85	%		2.17	%		0.11	%		2.38	%	$	7,367		90	%
Year Ended 12/31/14	$	11.43		3.87	%		2.17	%		0.10	%		2.43	%	$	6,538		130	%
Class R
Six Months Ended 6/30/19 (unaudited)	$	16.92		17.75	%		1.10	%		2.25	%		2.42	%	$	1,933		23	%
Year Ended 12/31/18	$	14.37		(5.68	)%		1.20	%		1.25	%		2.34	%	$	1,920		58	%
Year Ended 12/31/17	$	15.76		24.09	%		1.61	%		0.38	%		2.76	%	$	2,281		187	%
Year Ended 12/31/16	$	13.62		30.57	%(f)		1.68	%		0.74	%		1.81	%	$	9,213		184	%
Year Ended 12/31/15	$	11.50		3.23	%		1.78	%		0.50	%		2.00	%	$	5,265		90	%
Year Ended 12/31/14	$	11.50		4.25	%		1.80	%		0.47	%		2.04	%	$	5,272		130	%
Class R6
May 2, 2019(g) through 6/30/19 (unaudited)	$	10.15		1.50	%		0.55	%		3.45	%		5.53	%	$	53		23	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	13.47		17.95	%		0.60	%		2.81	%		1.14	%	$	42,470		23	%
Year Ended 12/31/18	$	11.42		(5.17	)%		0.70	%		1.80	%		1.20	%	$	25,544		58	%
Year Ended 12/31/17	$	12.63		24.75	%		0.88	%		1.44	%		1.32	%	$	24,657		187	%
Year Ended 12/31/16	$	11.04		7.01	%		1.09	%		1.30	%		1.36	%	$	13,430		184	%
Year Ended 12/31/15	$	11.60		3.96	%		1.09	%		1.21	%		1.36	%	$	15,871		90	%
Year Ended 12/31/14	$	11.59		5.04	%		1.09	%		1.17	%		1.33	%	$	15,334		130	%

(f)  During the period, the share class recognized certain expense reimbursements and due to the fluctuation in average net assets during the same period the total return reflected is significantly higher than the other share classes of the Fund. The total return would have been 6.39% had the expense reimbursements not occurred.

(g)  Commencement of operations.

See notes to financial statements.

43

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	17.45		0.11			1.83			1.94			—			—
Year Ended 12/31/18	$	22.52		0.24			(4.54	)		(4.30	)		(0.13	)		(0.64	)
Year Ended 12/31/17	$	15.98		0.16			6.55			6.71			(0.17	)		—
Year Ended 12/31/16	$	14.60		0.11			1.38			1.49			(0.15	)		—
Year Ended 12/31/15	$	17.22		0.10			(2.33	)		(2.23	)		—			(0.39	)
Year Ended 12/31/14	$	19.34		0.12			(0.82	)		(0.70	)		(0.17	)		(1.25	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	13.06		0.02			1.38			1.40			—			—
Year Ended 12/31/18	$	17.07		0.05			(3.42	)		(3.37	)		—	(g)		(0.64	)
Year Ended 12/31/17	$	12.17		—	(g)		4.97			4.97			(0.07	)		—
Year Ended 12/31/16	$	11.20		(0.01	)		1.05			1.04			(0.11	)		—
Year Ended 12/31/15	$	13.43		(0.02	)		(1.82	)		(1.84	)		—			(0.39	)
Year Ended 12/31/14	$	15.43		(0.03	)		(0.64	)		(0.67	)		(0.08	)		(1.25	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	16.37		0.08			1.72			1.80			—			—
Year Ended 12/31/18	$	21.18		0.18			(4.26	)		(4.08	)		(0.09	)		(0.64	)
Year Ended 12/31/17	$	15.03		0.09			6.17			6.26			(0.11	)		—
Year Ended 12/31/16	$	13.76		0.07			1.30			1.37			(0.14	)		—
Year Ended 12/31/15	$	16.31		0.05			(2.21	)		(2.16	)		—			(0.39	)
Year Ended 12/31/14	$	18.44		0.07			(0.79	)		(0.72	)		(0.16	)		(1.25	)
Class R6
Six Months Ended 6/30/19 (unaudited)	$	17.68		0.20			1.81			2.01			—			—
Year Ended 12/31/18	$	22.81		0.34			(4.62	)		(4.28	)		(0.21	)		(0.64	)
Year Ended 12/31/17	$	16.16		0.34			6.57			6.91			(0.26	)		—
November 15, 2016(i) through 12/31/16	$	15.91		0.04			0.25			0.29			(0.04	)		—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	17.54		0.15			1.83			1.98			—			—
Year Ended 12/31/18	$	22.64		0.35			(4.61	)		(4.26	)		(0.20	)		(0.64	)
Year Ended 12/31/17	$	16.05		0.21			6.62			6.83			(0.24	)		—
Year Ended 12/31/16	$	14.61		0.18			1.37			1.55			(0.15	)		—
Year Ended 12/31/15	$	17.22		0.15			(2.34	)		(2.19	)		(0.03	)		(0.39	)
Year Ended 12/31/14	$	19.38		0.20			(0.83	)		(0.63	)		(0.28	)		(1.25	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

44

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

											Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Capital Contributions from Prior Custodian, Net (See Note 8)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—			—	$	19.39		11.12	%		1.34	%		1.20	%		1.62	%	$	62,150		57	%
Year Ended 12/31/18		(0.77	)		—	$	17.45		(19.08	)%		1.34	%		1.11	%		1.61	%	$	56,823		118	%
Year Ended 12/31/17		(0.17	)		—	$	22.52		42.08	%		1.54	%		0.80	%		1.66	%	$	76,485		113	%
Year Ended 12/31/16		(0.15	)		0.04	$	15.98		10.50	%(f)		1.65	%		0.73	%		1.67	%	$	61,767		120	%
Year Ended 12/31/15		(0.39	)		—	$	14.60		(12.94	)%		1.57	%		0.60	%		1.57	%	$	74,837		111	%
Year Ended 12/31/14		(1.42	)		—	$	17.22		(3.54	)%		1.65	%		0.62	%		1.69	%	$	123,778		138	%
Class C
Six Months Ended 6/30/19 (unaudited)		—			—	$	14.46		10.72	%		2.14	%		0.26	%		2.48	%	$	7,802		57	%
Year Ended 12/31/18		(0.64	)		—	$	13.06		(19.75	)%		2.14	%		0.31	%		2.40	%	$	10,141		118	%
Year Ended 12/31/17		(0.07	)		—	$	17.07		40.96	%		2.34	%		—	(h)		2.46	%	$	15,854		113	%
Year Ended 12/31/16		(0.11	)		0.04	$	12.17		9.62	%(f)		2.45	%		(0.09	)%		2.48	%	$	12,273		120	%
Year Ended 12/31/15		(0.39	)		—	$	11.20		(13.68	)%		2.38	%		(0.19	)%		2.38	%	$	15,096		111	%
Year Ended 12/31/14		(1.33	)		—	$	13.43		(4.25	)%		2.45	%		(0.18	)%		2.45	%	$	21,416		138	%
Class R
Six Months Ended 6/30/19 (unaudited)		—			—	$	18.17		11.00	%		1.58	%		0.94	%		1.94	%	$	13,442		57	%
Year Ended 12/31/18		(0.73	)		—	$	16.37		(19.24	)%		1.58	%		0.89	%		1.91	%	$	12,505		118	%
Year Ended 12/31/17		(0.11	)		—	$	21.18		41.69	%		1.83	%		0.50	%		2.00	%	$	17,875		113	%
Year Ended 12/31/16		(0.14	)		0.04	$	15.03		10.26	%(f)		1.87	%		0.50	%		1.87	%	$	15,923		120	%
Year Ended 12/31/15		(0.39	)		—	$	13.76		(13.23	)%		1.87	%		0.33	%		1.87	%	$	18,648		111	%
Year Ended 12/31/14		(1.41	)		—	$	16.31		(3.81	)%		1.94	%		0.36	%		1.94	%	$	24,143		138	%
Class R6
Six Months Ended 6/30/19 (unaudited)		—			—	$	19.69		11.37	%		0.89	%		2.08	%		1.20	%	$	59,783		57	%
Year Ended 12/31/18		(0.85	)		—	$	17.68		(18.73	)%		0.89	%		1.59	%		1.24	%	$	29,228		118	%
Year Ended 12/31/17		(0.26	)		—	$	22.81		42.77	%		1.03	%		1.66	%		1.39	%	$	18,762		113	%
November 15, 2016(i) through 12/31/16		(0.04	)		—	$	16.16		1.81	%(f)		1.16	%		1.79	%		21.70	%	$	64		120	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—			—	$	19.52		11.29	%		0.99	%		1.59	%		1.27	%	$	233,605		57	%
Year Ended 12/31/18		(0.84	)		—	$	17.54		(18.77	)%		0.99	%		1.64	%		1.30	%	$	178,132		118	%
Year Ended 12/31/17		(0.24	)		—	$	22.64		42.59	%		1.18	%		1.07	%		1.33	%	$	100,902		113	%
Year Ended 12/31/16		(0.15	)		0.04	$	16.05		10.86	%(f)		1.32	%		1.17	%		1.38	%	$	60,277		120	%
Year Ended 12/31/15		(0.42	)		—	$	14.61		(12.73	)%		1.30	%		0.89	%		1.30	%	$	98,634		111	%
Year Ended 12/31/14		(1.53	)		—	$	17.22		(3.18	)%		1.31	%		1.03	%		1.31	%	$	124,357		138	%

(f)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 1.45% for the period shown. (See Note 8).

(g)  Amount is less than $0.005 per share.

(h)  Amount is less than 0.005%.

(i)  Commencement of operations.

See notes to financial statements.

45

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From						Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital			Total Distributions to Shareholders
Victory Sophus Emerging Markets Small Cap Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	6.07		0.03			0.80			0.83			—			—			—			—
Year Ended 12/31/18	$	10.13		0.04			(2.27	)		(2.23	)		—			(1.83	)		—			(1.83	)
Year Ended 12/31/17	$	9.75		0.12			3.86			3.98			(0.12	)		(3.48	)		—			(3.60	)
Year Ended 12/31/16	$	9.69		0.04			0.02			0.06			—			—			—			—
Year Ended 12/31/15	$	10.31		0.01			(0.63	)		(0.62	)		—			—			—			—
January 31, 2014(g) through 12/31/14	$	10.00		0.03			0.28			0.31			—			—			—			—
Class C
Six Months Ended 6/30/19 (unaudited)	$	5.53		0.01			0.72			0.73			—			—			—			—
Year Ended 12/31/18	$	9.51		0.01			(2.16	)		(2.15	)		—			(1.83	)		—			(1.83	)
Year Ended 12/31/17	$	9.34		(0.02	)		3.75			3.73			(0.08	)		(3.48	)		—			(3.56	)
Year Ended 12/31/16	$	9.56		(0.02	)		(0.20	)		(0.22	)		—			—			—			—
Year Ended 12/31/15	$	10.23		(0.05	)		(0.62	)		(0.67	)		—			—			—			—
January 31, 2014(g) through 12/31/14	$	10.00		(0.04	)		0.27			0.23			—			—			—			—
Class Y
Six Months Ended 6/30/19 (unaudited)	$	6.05		0.04			0.80			0.84			—			—			—			—
Year Ended 12/31/18	$	10.08		0.09			(2.29	)		(2.20	)		—			(1.83	)		—			(1.83	)
Year Ended 12/31/17	$	9.75		0.15			3.87			4.02			(0.21	)		(3.48	)		—			(3.69	)
Year Ended 12/31/16	$	9.74		0.06			0.02			0.08			(0.07	)		—			—			(0.07	)
Year Ended 12/31/15	$	10.32		0.06			(0.64	)		(0.58	)		—			—			—			—
January 31, 2014(g) through 12/31/14	$	10.00		0.08			0.26			0.34			(0.02	)		—			—	(h)		(0.02	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Portfolio turnover increased due to change within portfolio holdings during the year.

(g)  Commencement of operations.

(h)  Amount is less than $0.005 per share.

See notes to financial statements.

46

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sophus Emerging Markets Small Cap Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	6.90		13.67	%		1.75	%		0.94	%		7.96	%	$	306		59	%
Year Ended 12/31/18	$	6.07		(21.76	)%		1.75	%		0.39	%		5.77	%	$	334		200	%
Year Ended 12/31/17	$	10.13		42.55	%		1.75	%		1.07	%		2.94	%	$	1,456		227	%(f)
Year Ended 12/31/16	$	9.75		0.62	%		1.75	%		0.44	%		2.29	%	$	2,552		141	%
Year Ended 12/31/15	$	9.69		(6.01	)%		1.92	%		0.08	%		2.44	%	$	5,083		107	%
January 31, 2014(g) through 12/31/14	$	10.31		3.10	%		1.88	%		0.30	%		2.29	%	$	6,808		110	%
Class C
Six Months Ended 6/30/19 (unaudited)	$	6.26		13.20	%		2.50	%		0.26	%		13.19	%	$	148		59	%
Year Ended 12/31/18	$	5.53		(22.31	)%		2.51	%		0.11	%		13.96	%	$	112		200	%
Year Ended 12/31/17	$	9.51		41.68	%		2.50	%		(0.21	)%		32.34	%	$	99		227	%(f)
Year Ended 12/31/16	$	9.34		(2.30	)%		2.50	%		(0.18	)%		3.12	%	$	24		141	%
Year Ended 12/31/15	$	9.56		(6.55	)%		2.54	%		(0.50	)%		3.05	%	$	2,617		107	%
January 31, 2014(g) through 12/31/14	$	10.23		2.30	%		2.69	%		(0.43	)%		3.10	%	$	2,586		110	%
Class Y
Six Months Ended 6/30/19 (unaudited)	$	6.89		13.88	%		1.50	%		1.27	%		3.87	%	$	4,980		59	%
Year Ended 12/31/18	$	6.05		(21.57	)%		1.51	%		0.94	%		3.82	%	$	3,890		200	%
Year Ended 12/31/17	$	10.08		43.02	%		1.50	%		1.32	%		2.13	%	$	5,685		227	%(f)
Year Ended 12/31/16	$	9.75		0.79	%		1.50	%		0.62	%		1.98	%	$	17,261		141	%
Year Ended 12/31/15	$	9.74		(5.62	)%		1.50	%		0.53	%		2.01	%	$	17,581		107	%
January 31, 2014(g) through 12/31/14	$	10.32		3.45	%		1.50	%		0.76	%		1.91	%	$	18,440		110	%

See notes to financial statements.

47

Victory Portfolios Notes to Financial Statements
June 30, 2019

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. 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 42 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. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following four Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory RS International Fund	RS International Fund	Classes A, C, R, R6 and Y
Victory RS Global Fund	RS Global Fund	Classes A, C, R, R6 and Y
Victory Sophus Emerging Markets Fund	Sophus Emerging Markets Fund	Classes A, C, R, R6 and Y
Victory Sophus Emerging Markets Small Cap Fund	Sophus Emerging Markets Small Cap Fund	Classes A, C and Y

Each class of shares of a Fund has substantially identical rights and privileges except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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 Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

Investment Valuation:

The Funds record 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 Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.

Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (the "Board"). These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value.

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Funds' net asset values are calculated. The Funds use a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. These valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of June 30, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments:

	LEVEL 1 — Quoted Prices		LEVEL 2 — Other Significant Observable Inputs		LEVEL 3 — Other Significant Unobservable Inputs		Total
	Investments in Securities		Investments in Securities		Investments in Securities		Investments in Securities
RS International Fund
Common Stocks	$	—	$	48,361,985	$	—	$	48,361,985
Preferred Stocks		—		292,161		—		292,161
Exchange-Traded Funds		679,385		—		—		679,385
Collateral for Securities Loaned		24,251		—		—		24,251
Total		703,636		48,654,146		—		49,357,782
RS Global Fund
Common Stocks		30,737,883		23,323,799		—		54,061,682
Preferred Stocks		422,308		—		—		422,308
Exchange-Traded Funds		82,703		—		—		82,702
Total		31,242,894		23,323,799		—		54,566,692
Sophus Emerging Markets Fund
Common Stocks		86,945,949		273,545,860		—		360,491,809
Preferred Stocks		6,648,094		—		—		6,648,094
Collateral for Securities Loaned		8,540,804		—		—		8,540,804
Total		102,134,847		273,545,860		—		375,680,707
Sophus Emerging Markets Small Cap Fund
Common Stocks		872,165		4,341,914		34,055		5,248,134
Preferred Stocks		40,970		—		—		40,970
Collateral for Securities Loaned		37,232		—		—		37,232
Total		950,367		4,341,914		34,055		5,326,336

49

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

Investment in Securities	Sophus Emerging Markets Small Cap Fund
Balance as of December 31, 2018	$	—
Accrued discount (premium)		—
Realized Gain (Loss)		—
Change in Unrealized Appreciation/Depreciation		—
Purchases		—
Sales Proceeds		—
Transfers into Level 3		34,055
Transfers out of Level 3		—
Balance as of June 30, 2019	$	34,055

The following is a summary of quantitative information about Level 3 Fair Value Measurements:

Sophus Emerging Markets Small Cap Fund	Fair Value as of June 30, 2019*		Valuation Techniques	Unobservable Input	Input Values	Impact to valuation from an increase to input
Common Stock	$	34,055	Market	Premium/Discount	Market Transactions	Any change to the premium or discount would result in direct and proportional changes in the fair value of the security.

*  Level 3 securities are typically valued by the Adviser, pursuant to fair valuation procedures approved by the Board of Trustees. The appropriateness of fair values for these securities is monitored on an ongoing basis, by the Adviser, which may include back testing, results of vendor due diligence, audited financial information, unchanged price review and consideration of market and/or sector events.

Real Estate Investment Trusts ("REITS"):

The Funds may invest in REITS which report information on the source of their distributions annually. REITS are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITS during the year are recorded as realized gains or return of capital as estimated by the Funds or when such information becomes known.

Foreign Exchange Currency Contracts:

The Funds may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by a Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Funds do 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 Funds' 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. A 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

50

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of June 30, 2019, the Funds had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted, primarily open-end investment companies, in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2019. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized Assets (Value of		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 days		>90 Days		Net Amount
RS International Fund	$	23,167	$	23,167	$	—	$	—	$	—	$	—
Sophus Emerging Markets Fund		8,352,549		8,352,549		—		—		—		—
Sophus Emerging Markets Small Cap Fund		36,398		36,398		—		—		—		—

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

51

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from investment securities and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds 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 Funds invest.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid annually for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Funds have a tax year end of December 31.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., all open tax years and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

52

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

Affiliated Securities Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2019 were as follows:

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)
RS International Fund	$	27,332,244	$	5,587,340
RS Global Fund		24,131,954		10,194,849
Sophus Emerging Markets Fund		250,801,375		193,994,067
Sophus Emerging Markets Small Cap Fund		3,198,986		2,874,922

For the six months ended June 30, 2019, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

Investment advisory services are provided to the Funds by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

	Flat Rate
RS International Fund		0.80	%
RS Global Fund		0.80	%
Sophus Emerging Markets Fund		1.00	%
Sophus Emerging Markets Small Cap Fund		1.25	%

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, N.A., acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' 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.

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The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The funds in the Victory Funds Complex), in the aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the six months ended June 30, 2019, the Distributor received approximately $7,259 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2019, the expense limits (excluding voluntary waivers) are as follows:

	In effect January 1, 2019 until April 30, 2020
	Class A Shares			Class C Shares			Class R Shares			Class R6 Shares			Class Y Shares
RS International Fund		1.13	%		1.88	%		1.38	%		0.83	%		0.88	%
RS Global Fund		0.85	%		1.60	%		1.10	%		0.55	%		0.60	%
Sophus Emerging Markets Fund		1.34	%		2.14	%		1.58	%		0.89	%		0.99	%
Sophus Emerging Markets Small Cap Fund		1.75	%		2.50	%		N/A			N/A			1.50	%

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".

As of June 30, 2019, the following amounts are available to be repaid to the Adviser.

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	Expires 12/31/19		Expires 12/31/20		Expires 12/31/21		Expires 12/31/22		Total
RS International Fund	$	54,419	$	178,334	$	152,046	$	86,790	$	471,589
RS Global Fund		40,586		181,379		205,996		138,648		566,609
Sophus Emerging Markets Fund		54,398		287,244		879,454		504,031		1,725,127
Sophus Emerging Markets Small Cap Fund		41,003		157,277		143,951		70,148		412,379

The Adviser, may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2019.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, and Legal Counsel.

5. Risks:

Each Fund may be subject to other risks in addition to these identified risks.

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended June 30, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. This agreement was in effect through July 26, 2019. Effective July 1, 2019, the current agreement was amended to include the USAA Mutual Funds Complex and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in affect for the six months ended June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2019, Citibank earned approximately $76 thousand in commitment fees from the Victory Funds Complex. Effective July 1, 2019, Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed, including the USAA Mutual Funds Complex,

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commencing July 1, 2019. Interest charged to each Fund during the period is presented on the Statements of Operations under line of credit fees.

The Funds did not utilize the Line of Credit during the six months ended June 30, 2019.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period is presented on the Statement of Operations under interfund lending fees. As a Lender, interest earned by each Fund during the period is presented on the Statement of Operations under Income on interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the six months ended June 30, 2019 were as follows:

Fund	Borrower or Lender	Amount Outstanding at June 30, 2019		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Sophus Emerging Markets Fund	Borrower	$	—	$	2,860,000		3		2.94	%	$	4,263,000
Sophus Emerging Markets Small Cap Fund	Borrower		—		115,000		1		3.22	%		115,000

*  For the six months ended June 30, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The tax character of distributions paid and the tax basis of current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2019.

The tax character of distributions paid during the most recent tax year ended, was as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):

	Year Ended December 31, 2018
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
RS International Fund	$	451,538	$	—	$	451,538	$	451,538
RS Global Fund		710,732		849,841		1,560,573		1,560,573
Sophus Emerging Markets Fund		2,823,595		9,802,010		12,625,605		12,625,605
Sophus Emerging Markets Small Cap Fund		328,246		475,064		803,310		803,310

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As of the most recent tax year ended December 31, 2018, the components of distributable earnings/accumulated deficit on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings (Deficit)
RS International Fund	$	422,959	$	149,059	$	572,018	$	—		$	—		$	(407,140	)	$	164,878
RS Global Fund		128		—		128		—			(30,258	)		4,123,820			4,093,690
Sophus Emerging Markets Fund		121,264		—		121,264		(12,387,465	)		—			(7,660,841	)		(19,927,042	)
Sophus Emerging Markets Small Cap Fund		20,628		—		20,628		—			(174,531	)		(222,847	)		(376,750	)

*  Qualified Late-year Losses above are comprised of post-October capital losses and post-October specified losses incurred after October 31, 2018. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and mark to market adjustments on passive foreign investment companies.

As of the most recenttax year ended December 31, 2018, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the tables below:

	Short-Term Amount		Long-Term Amount		Total
Sophus Emerging Markets Fund	$	12,387,465	$	—	$	12,387,465

During the most recent tax year ended December 31, 2018, the RS International Fund utilized $1,020,470 of CLCFs.

At June 30, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments were as follows:

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
RS International Fund	$	46,199,419	$	4,827,186	$	(1,668,823	)	$	3,158,363
RS Global Fund		44,259,895		11,337,229		(1,030,432	)		10,306,797
Sophus Emerging Markets Fund		343,745,603		44,325,645		(12,390,541	)		31,935,104
Sophus Emerging Markets Small Cap Fund		4,950,344		574,390		(198,398	)		375,992

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net".

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9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2019, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds.

	Shareholder	Percent
Sophus Emerging Markets Small Cap Fund	Gerlach Nominee And Co. LLC		39.0	%
Sophus Emerging Markets Small Cap Fund	UBS Financial Services Inc.		35.2	%

10. Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2018-13, "Fair Value Measurements" ("ASU 2018-13"). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurements. ASU 2018-13 does not change fair value measurements already required or permitted by existing standards. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. As permitted, the Funds have early adopted ASU 2018-13 with the financial statements prepared as of June 30, 2019.

11. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.

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Victory Portfolios Supplemental Information
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Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 20 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, 67	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, 72	Vice Chair and Trustee	August 2002	Retired.	Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).
E. Lee Beard, 68*	Trustee	May 2005	Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).	None.
Dennis M. Bushe, 75	Trustee	July 2016	Retired.	Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

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Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Sally M. Dungan, 65	Trustee	February 2011	Chief Investment Officer, Tufts University (since 2002).	None.
John L. Kelly, 66	Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, 62*	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, 58	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).
Leigh A. Wilson, 74	Chair and Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown, 47**	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).	None.

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling 800-539-3863.

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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, 57	President	February 2006*	Director of Fund Administration, the Adviser.
Scott A. Stahorsky, 50	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).
Erin G. Wagner, 45	Secretary	December 2014	Associate General Counsel, the Adviser (since 2013).
Allan Shaer, 54	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, 35	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).
Colin Kinney, 45	Chief Compliance Officer	July 2017	Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.
Chuck Booth, 59	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.
Jay G. Baris, 65	Assistant Secretary	December 1997	Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Prior to the implementation of Form N-PORT, the Trust filed a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-PORT and Forms N-Q are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2019 through June 30, 2019.

The Actual Expense figures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

The Hypothetical Expense figures in the table below provide information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19			Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*			Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS International Fund
Class A Shares	$	1,000.00	$	1,153.30		$	1,019.19	$	6.03		$	5.66		1.13	%
Class C Shares		1,000.00		1,148.20			1,015.47		10.01			9.39		1.88	%
Class R Shares		1,000.00		1,151.80			1,017.95		7.36			6.90		1.38	%
Class R6 Shares		1,000.00		1,014.00	**		1,020.68		1.37	**		4.16		0.83	%
Class Y Shares		1,000.00		1,153.80			1,020.43		4.70			4.41		0.88	%

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	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19			Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*			Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS Global Fund
Class A Shares	$	1,000.00	$	1,178.70		$	1,020.58	$	4.59		$	4.26		0.85	%
Class C Shares		1,000.00		1,174.60			1,016.86		8.63			8.00		1.60	%
Class R Shares		1,000.00		1,177.50			1,019.34		5.94			5.51		1.10	%
Class R6 Shares		1,000.00		1,015.00	**		1,022.07		0.91	**		2.76		0.55	%
Class Y Shares		1,000.00		1,179.50			1,021.82		3.24			3.01		0.60	%
Sophus Emerging Markets Fund
Class A Shares		1,000.00		1,111.20			1,018.15		7.01			6.71		1.34	%
Class C Shares		1,000.00		1,107.20			1,014.18		11.18			10.69		2.14	%
Class R Shares		1,000.00		1,110.00			1,016.96		8.27			7.90		1.58	%
Class R6 Shares		1,000.00		1,113.70			1,020.38		4.66			4.46		0.89	%
Class Y Shares		1,000.00		1,112.90			1,019.89		5.19			4.96		0.99	%
Sophus Emerging Markets Small Cap Fund
Class A Shares		1,000.00		1,136.70			1,016.12		9.27			8.75		1.75	%
Class C Shares		1,000.00		1,132.00			1,012.40		13.22			12.47		2.50	%
Class Y Shares		1,000.00		1,138.80			1,017.36		7.95			7.50		1.50	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

**  Information shown reflects values for the period May 2, 2019 (commencement of operations) to June 30, 2019 and has been calculated using expense ratios and rates of return of the same period.

63

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.

Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)

VPRSIF-SAR  (6/19)

June 30, 2019

Semi Annual Report

Victory RS Partners Fund

Victory RS Value Fund

Victory RS Large Cap Alpha Fund

Victory RS Investors Fund

Victory Global Natural Resources Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.

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•  The latest fund news

•  Investment resources to help you become a better investor

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Victory Portfolios

Table of Contents

Financial Statements
The Victory Value Funds
Victory RS Partners Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	5
Statements of Assets and Liabilities	17
Statements of Operations	19
Statements of Changes in Net Assets	21-23
Financial Highlights	28-29
Victory RS Value Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	8
Statements of Assets and Liabilities	17
Statements of Operations	19
Statements of Changes in Net Assets	21-23
Financial Highlights	30-33
Victory RS Large Cap Alpha Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	11
Statements of Assets and Liabilities	17
Statements of Operations	19
Statements of Changes in Net Assets	21-23
Financial Highlights	34-37
Victory RS Investors Fund
Investment Objectives & Portfolio Holdings	3
Schedule of Portfolio Investments	14
Statements of Assets and Liabilities	18
Statements of Operations	20
Statements of Changes in Net Assets	24-26
Financial Highlights	38-39
Victory Global Natural Resources Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	16
Statements of Assets and Liabilities	18
Statements of Operations	20
Statements of Changes in Net Assets	24-26
Financial Highlights	40-43
Notes to Financial Statements	44

1

Table of Contents (continued)

Supplemental Information	54
Trustee and Officer Information	54
Proxy Voting and Portfolio Holdings Information	57
Expense Examples	57
Privacy Policy (inside back cover)

The Funds are distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds.

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.

The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results.

• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

Call Victory at:

800-539-FUND (800-539-3863)

Visit our website at:

www.vcm.com

2

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings:

Victory RS Partners Fund
The Fund seeks to provide long-term
capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Value Fund
The Fund seeks to provide long-term
capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Large Cap Alpha Fund
The Fund seeks to provide long-term
capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Investors Fund
The Fund seeks to provide long-term
capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

3

Victory Portfolios June 30, 2019

  (Unaudited)

Investment Objectives & Portfolio Holdings: (continued)

Victory Global Natural Resources Fund
The Fund seeks to provide long-term
capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

4

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.4%)
Banks (8.8%):
Associated Banc-Corp.		182,407	$	3,856,084
Atlantic Union Bankshares Corp.		147,920		5,226,014
Chemical Financial Corp. (a)		130,765		5,375,749
Columbia Banking System, Inc.		94,046		3,402,584
First Hawaiian, Inc.		361,810		9,360,025
Synovus Financial Corp.		137,849		4,824,715
UMB Financial Corp.		90,512		5,957,500
				38,002,671
Capital Markets (1.9%):
Federated Investors, Inc., Class B (a)		155,750		5,061,875
PJT Partners, Inc.		79,850		3,235,522
				8,297,397
Consumer Discretionary (7.1%):
Dineequity, Inc. (a)		47,340		4,519,550
Liberty Expedia Holdings, Inc., Class A (b)		330,117		15,776,291
Penske Automotive Group, Inc. (a)		220,351		10,422,602
				30,718,443
Consumer Staples (6.3%):
Hostess Brands, Inc. (b)		907,671		13,106,769
Nomad Foods Ltd., ADR (b)		282,670		6,037,831
Performance Food Group Co. (b)		120,325		4,816,610
Primo Water Corp. (a) (b)		121,040		1,488,792
TreeHouse Foods, Inc. (a) (b)		38,920		2,105,572
				27,555,574
Energy (5.6%):
Delek US Holdings, Inc.		5,500		222,860
Gulfport Energy Corp. (a) (b)		490,710		2,409,386
Kosmos Energy Ltd.		1,250,247		7,839,048
Magnolia Oil & Gas Corp. (a) (b)		416,660		4,824,923
RPC, Inc. (a)		624,350		4,501,564
SRC Energy, Inc. (b)		901,260		4,470,250
				24,268,031
Health Care (0.9%):
NuVasive, Inc. (b)		68,570		4,014,088
Industrials (13.7%):
Advanced Disposal Services, Inc. (b)		185,163		5,908,551
American Woodmark Corp. (b)		48,390		4,094,762
Atkore International Group, Inc. (a) (b)		416,190		10,766,835
Azul SA, ADR (b)		62,539		2,091,304
Kennametal, Inc. (a)		114,930		4,251,261
Regal Beloit Corp.		46,818		3,825,499
Rexnord Corp. (b)		128,700		3,889,314
Rush Enterprises, Inc., Class A		187,210		6,836,909

See notes to financial statements.

5

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
SkyWest, Inc.		160,930	$	9,763,623
Timken Co.		97,330		4,996,922
Welbilt, Inc. (a) (b)		107,130		1,789,071
				58,214,051
Information Technology (10.3%):
Belden, Inc.		67,719		4,034,021
Euronet Worldwide, Inc. (b)		104,310		17,549,114
NCR Corp. (b)		213,330		6,634,563
Verint Systems, Inc. (b)		305,120		16,409,354
				44,627,052
Insurance (18.5%):
Argo Group International Holdings		73,740		5,460,447
Axis Capital Holdings Ltd., ADR		282,960		16,878,564
Hanover Insurance Group, Inc.		65,780		8,439,574
Mercury General Corp. (a)		173,680		10,854,999
Primerica, Inc.		58,723		7,043,824
ProAssurance Corp.		127,490		4,603,664
Torchmark Corp.		108,130		9,673,310
United Fire Group, Inc. (a)		65,890		3,193,029
White Mountains Insurance Group Ltd., ADR (a)		13,160		13,442,414
				79,589,825
Materials (5.9%):
Crown Holdings, Inc. (b)		130,520		7,974,772
Element Solutions, Inc. (b)		21,910		226,549
Graphic Packaging Holding Co. (a)		752,580		10,521,068
Summit Materials, Inc., Class A (b)		339,727		6,539,745
				25,262,134
Mortgage Real Estate Investment Trusts (0.9%):
Redwood Trust, Inc. (a)		233,400		3,858,102
Real Estate (8.6%):
American Assets Trust, Inc.		108,090		5,093,201
Equity Commonwealth		487,411		15,850,606
Kennedy-Wilson Holdings, Inc. (a)		269,930		5,552,460
Spirit Realty Capital, Inc.		190,146		8,111,628
Terreno Realty Corp.		44,670		2,190,617
				36,798,512
Thrifts & Mortgage Finance (4.3%):
Kearny Financial Corp.		564,940		7,508,053
PCSB Financial Corp.		122,000		2,470,500
TFS Financial Corp. (a)		480,730		8,686,791
				18,665,344

See notes to financial statements.

6

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Utilities (3.6%):
Black Hills Corp. (a)		78,125	$	6,107,031
NorthWestern Corp.		46,570		3,360,026
South Jersey Industries, Inc. (a)		178,960		6,036,321
				15,503,378
Total Common Stocks (Cost $345,037,875)				415,374,602
Preferred Stocks (0.3%)
Health Care (0.3%):
WellDoc, Inc. (c) (d)		1,587,483		1,165,689
Total Preferred Stock (Cost $1,942,920)				1,165,689
Collateral for Securities Loaned^ (6.6%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (e)		5,910,695		5,910,695
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (e)		7,613,652		7,613,652
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (e)		197,726		197,726
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (e)		3,250,449		3,250,449
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (e)		4,432,332		4,432,332
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (e)		6,894,990		6,894,990
Total Collateral for Securities Loaned (Cost $28,299,844)				28,299,844
Total Investments (Cost $375,280,639) — 103.3%				444,840,135
Liabilities in excess of other assets — (3.3)%				(14,310,981	)
NET ASSETS — 100.00%			$	430,529,154

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security is on loan.

(b)  Non-income producing security.

(c)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2019, illiquid securities were 0.3% of the Fund's net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.3% of the Fund's net assets as of June 30, 2019. This security is classified as Level 3 within the fair value hierarchy. (See Note 2)

(e)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

See notes to financial statements.

7

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.9%)
Consumer Discretionary (11.2%):
Aramark		375,985	$	13,558,019
Expedia, Inc.		108,800		14,473,664
LKQ Corp. (a)		508,890		13,541,563
Penske Automotive Group, Inc.		42,640		2,016,872
				43,590,118
Consumer Staples (4.6%):
Hostess Brands, Inc. (a) (b)		607,230		8,768,401
Keurig Dr Pepper, Inc. (b)		97,470		2,816,883
Nomad Foods Ltd., ADR (a)		236,970		5,061,679
Performance Food Group Co. (a)		41,980		1,680,459
				18,327,422
Energy (5.9%):
Diamondback Energy, Inc.		57,150		6,227,636
EQT Corp.		401,860		6,353,406
Magnolia Oil & Gas Corp. (a) (b)		332,800		3,853,824
Noble Energy, Inc.		109,305		2,448,432
RPC, Inc. (b)		599,330		4,321,169
				23,204,467
Financials (24.2%):
Aflac, Inc.		227,590		12,474,209
Agnc Investment Corp.		350,700		5,898,774
American International Group, Inc.		90,610		4,827,701
Axis Capital Holdings Ltd., ADR		69,730		4,159,395
Brown & Brown, Inc.		251,200		8,415,200
CBOE Holdings, Inc.		96,120		9,960,916
E*TRADE Financial Corp.		170,790		7,617,234
First American Financial Corp.		76,030		4,082,811
First Hawaiian, Inc.		264,840		6,851,411
Hartford Financial Services Group, Inc.		76,760		4,277,067
Kearny Financial Corp.		419,000		5,568,510
RenaissanceRe Holdings Ltd., ADR		65,680		11,691,696
Voya Financial, Inc.		150,800		8,339,240
				94,164,164
Health Care (7.1%):
Allergan PLC		60,380		10,109,423
Bio-Rad Laboratories, Inc., Class A (a)		6,690		2,091,227
Humana, Inc.		22,020		5,841,906
Zimmer Biomet Holdings, Inc.		84,170		9,910,176
				27,952,732

See notes to financial statements.

8

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Industrials (6.7%):
Crane Co.		111,490	$	9,302,725
Huntington Ingalls Industries, Inc.		14,450		3,247,493
Kennametal, Inc. (b)		97,380		3,602,086
Sensata Technologies Holding PLC, ADR (a)		58,840		2,883,160
Timken Co.		141,390		7,258,963
				26,294,427
Information Technology (11.0%):
Euronet Worldwide, Inc. (a)		83,243		14,004,802
FleetCor Technologies, Inc. (a)		36,140		10,149,919
NCR Corp. (a)		216,660		6,738,126
Verint Systems, Inc. (a)		214,390		11,529,894
				42,422,741
Materials (10.7%):
Crown Holdings, Inc. (a)		140,880		8,607,768
Freeport-McMoRan, Inc.		509,280		5,912,741
Graphic Packaging Holding Co.		728,390		10,182,892
Sealed Air Corp. (b)		216,300		9,253,314
Summit Materials, Inc., Class A (a) (b)		381,190		7,337,908
				41,294,623
Real Estate (9.3%):
Equity Commonwealth		233,293		7,586,688
Healthcare Trust of America, Inc., Class A		141,080		3,869,824
Invitation Homes, Inc.		403,580		10,787,694
MGM Growth Properties LLC, Series A		178,530		5,471,945
Spirit Realty Capital, Inc.		194,258		8,287,047
				36,003,198
Utilities (7.2%):
AES Corp.		227,950		3,820,442
Atmos Energy Corp.		29,659		3,130,804
DTE Energy Co.		16,235		2,076,132
FirstEnergy Corp.		140,580		6,018,230
Vistra Energy Corp. (a)		493,650		11,176,235
Xcel Energy, Inc.		35,545		2,114,572
				28,336,415
Total Common Stocks (Cost $333,077,296)				381,590,307

See notes to financial statements.

9

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (4.9%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		4,031,220	$	4,031,220
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		5,192,673		5,192,673
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		134,853		134,853
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		2,216,876		2,216,876
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		3,022,945		3,022,945
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		4,702,531		4,702,531
Total Collateral for Securities Loaned (Cost $19,301,098)				19,301,098
Total Investments (Cost $352,378,394) — 102.8%				400,891,405
Liabilities in excess of other assets — (2.8)%				(10,893,947	)
NET ASSETS — 100.00%			$	389,997,458

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.

10

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.6%)
Banks (9.8%):
Citigroup, Inc.		266,180	$	18,640,585
The PNC Financial Services Group, Inc.		100,620		13,813,114
U.S. Bancorp		218,070		11,426,868
Wells Fargo & Co.		197,430		9,342,388
				53,222,955
Capital Markets (4.4%):
CBOE Holdings, Inc.		153,958		15,954,668
E*TRADE Financial Corp.		180,040		8,029,784
				23,984,452
Communication Services (9.3%):
Alphabet, Inc., Class A (a)		19,940		21,591,032
Facebook, Inc., Class A (a)		151,630		29,264,590
				50,855,622
Consumer Discretionary (7.5%):
Aramark		464,790		16,760,327
Booking Holdings, Inc. (a)		7,250		13,591,648
LKQ Corp. (a)		397,410		10,575,080
				40,927,055
Consumer Staples (4.4%):
Keurig Dr Pepper, Inc. (b)		205,680		5,944,152
Mondelez International, Inc., Class A		331,270		17,855,453
				23,799,605
Energy (10.2%):
Chevron Corp.		93,335		11,614,607
Devon Energy Corp.		187,618		5,350,865
Diamondback Energy, Inc.		74,560		8,124,803
Enterprise Products Partners LP (b)		578,010		16,687,148
EQT Corp.		613,390		9,697,696
Noble Energy, Inc.		183,684		4,114,522
				55,589,641
Health Care (9.1%):
Allergan PLC		49,644		8,311,895
AstraZeneca PLC, ADR		151,334		6,247,068
CVS Health Corp.		100,395		5,470,524
Humana, Inc.		25,790		6,842,087
UnitedHealth Group, Inc.		40,415		9,861,664
Zimmer Biomet Holdings, Inc.		112,390		13,232,799
				49,966,037

See notes to financial statements.

11

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Industrials (6.5%):
Air Canada (a)		264,830	$	8,027,419
Eaton Corp. PLC, ADR		146,540		12,203,851
Parker-Hannifin Corp.		51,640		8,779,316
Union Pacific Corp.		38,910		6,580,070
				35,590,656
Information Technology (6.5%):
FleetCor Technologies, Inc. (a)		58,550		16,443,768
Visa, Inc., Class A		109,990		19,088,764
				35,532,532
Insurance (12.3%):
Aflac, Inc.		389,190		21,331,503
Brown & Brown, Inc.		547,870		18,353,645
Cincinnati Financial Corp.		155,720		16,143,492
RenaissanceRe Holdings Ltd., ADR		58,410		10,397,564
				66,226,204
Materials (4.4%):
Freeport-McMoRan, Inc.		776,670		9,017,139
Sealed Air Corp. (b)		339,770		14,535,361
				23,552,500
Mortgage Real Estate Investment Trusts (1.5%):
Agnc Investment Corp.		469,900		7,903,718
Real Estate (4.8%):
Equity Commonwealth		371,660		12,086,383
Invitation Homes, Inc.		534,770		14,294,402
				26,380,785
Utilities (5.9%):					��
Exelon Corp.		161,780		7,755,733
FirstEnergy Corp.		278,560		11,925,154
Vistra Energy Corp. (a)		547,040		12,384,986
				32,065,873
Total Common Stocks (Cost $440,861,747)				525,597,635

See notes to financial statements.

12

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (1.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		1,493,709	$	1,493,709
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		1,924,068		1,924,068
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		49,968		49,968
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		821,430		821,430
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		1,120,107		1,120,107
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		1,742,453		1,742,453
Total Collateral for Securities Loaned (Cost $7,151,735)				7,151,735
Total Investments (Cost $448,013,482) — 97.9%				532,749,370
Other assets in excess of liabilities — 2.1%				11,574,277
NET ASSETS — 100.00%			$	544,323,647

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

13

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.8%)
Banks (2.0%):
First Hawaiian, Inc.		32,040	$	828,875
Capital Markets (4.8%):
CBOE Holdings, Inc.		12,000		1,243,560
E*TRADE Financial Corp.		17,495		780,277
				2,023,837
Communication Services (10.5%):
Alphabet, Inc., Class A (a)		1,712		1,853,754
Facebook, Inc., Class A (a)		13,240		2,555,320
				4,409,074
Consumer Discretionary (13.1%):
Aramark		42,700		1,539,762
Liberty Expedia Holdings, Inc., Class A (a)		39,810		1,902,520
LKQ Corp. (a)		77,640		2,066,000
				5,508,282
Consumer Staples (6.5%):
Hostess Brands, Inc. (a) (b)		101,330		1,463,205
Mondelez International, Inc., Class A		23,020		1,240,778
				2,703,983
Energy (9.3%):
Diamondback Energy, Inc.		12,941		1,410,180
EQT Corp.		69,970		1,106,226
Kosmos Energy Ltd.		146,670		919,621
Noble Energy, Inc.		20,502		459,245
				3,895,272
Health Care (2.6%):
Allergan PLC		6,593		1,103,866
Industrials (2.0%):
SkyWest, Inc.		14,110		856,054
Information Technology (9.2%):
Euronet Worldwide, Inc. (a)		9,800		1,648,752
NCR Corp. (a)		26,330		818,863
Verint Systems, Inc. (a)		25,850		1,390,213
				3,857,828
Insurance (18.3%):
Aflac, Inc.		34,500		1,890,946
Brown & Brown, Inc.		49,250		1,649,875
Mercury General Corp.		29,160		1,822,500
RenaissanceRe Holdings Ltd., ADR		12,730		2,266,067
				7,629,388

See notes to financial statements.

14

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments — continued
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Materials (8.9%):
Crown Holdings, Inc. (a)		15,170	$	926,887
Graphic Packaging Holding Co.		91,190		1,274,836
Sealed Air Corp. (b)		35,260		1,508,423
				3,710,146
Real Estate (3.7%):
Equity Commonwealth		48,120		1,564,862
Thrifts & Mortgage Finance (2.0%):
Kearny Financial Corp. (b)		63,100		838,599
Utilities (3.9%):
Vistra Energy Corp. (a)		71,530		1,619,439
Total Common Stocks (Cost $33,997,832)				40,549,505
Collateral for Securities Loaned^ (3.7%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		324,633		324,633
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		418,164		418,164
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		10,860		10,860
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		178,524		178,524
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		243,437		243,437
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		378,694		378,694
Total Collateral for Securities Loaned (Cost $1,554,312)				1,554,312
Total Investments (Cost $35,552,144) — 100.5%				42,103,817
Liabilities in excess of other assets — (0.5)%				(197,002	)
NET ASSETS — 100.00%			$	41,906,815

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

15

Victory Portfolios
Victory Global Natural Resources Fund Schedule of Portfolio Investments
June 30, 2019

  (Unaudited)

Security Description	Shares		Value
Common Stocks (93.7%)
Energy Equipment & Services (1.6%):
Covia Holdings Corp. (a) (b)		2,685,271	$	5,263,131
Metals & Mining (36.3%):
First Quantum Minerals Ltd.		5,111,085		48,558,040
Rio Tinto PLC, ADR (b)		119,274		7,435,541
Turquoise Hill Resources Ltd. (a) (b)		53,037,437		65,766,422
				121,760,003
Oil, Gas & Consumable Fuels (55.8%):
Antero Resources Corp. (a)		2,745,158		15,180,724
Centennial Resource Development, Inc., Class A (a) (b)		1,984,793		15,064,579
Concho Resources, Inc.		107,769		11,119,605
EOG Resources, Inc.		41,416		3,858,315
EQT Corp.		564,147		8,919,164
Laredo Petroleum, Inc. (a)		5,464,086		15,845,849
Noble Energy, Inc. (b)		488,097		10,933,373
Peyto Exploration & Development Corp.		4,156,255		12,442,737
Range Resources Corp.		7,515,345		52,457,108
SRC Energy, Inc. (a)		3,081,830		15,285,877
Tourmaline Oil Corp.		756,009		9,630,541
Whitecap Resources, Inc.		4,939,084		16,031,088
				186,768,960
Total Common Stocks (Cost $720,280,409)				313,792,094
Collateral for Securities Loaned^ (2.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.43% (c)		1,608,568		1,608,568
Fidelity Investments Money Market Government Portfolio, Class I, 2.28% (c)		2,072,020		2,072,020
Fidelity Investments Prime Money Market Portfolio, Class I, 2.39% (c)		53,810		53,810
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.48% (c)		884,594		884,594
JPMorgan Prime Money Market Fund, Capital Class, 2.41% (c)		1,206,239		1,206,239
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.42% (c)		1,876,440		1,876,440
Total Collateral for Securities Loaned (Cost $7,701,671)				7,701,671
Total Investments (Cost $727,982,080) — 96.0%				321,493,765
Other assets in excess of liabilities — 4.0%				13,353,864
NET ASSETS — 100.00%			$	334,847,629

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  All or a portion of this security is on loan.

(c)  Rate disclosed is the daily yield on June 30, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

16

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
ASSETS:
Investments, at value (Cost $375,280,639, $352,378,394 and $448,013,482)	$	444,840,135	(a)	$	400,891,405	(b)	$	532,749,370	(c)
Cash and cash equivalents		18,348,656			11,036,410			26,220,278
Interest and dividends receivable		604,258			468,123			429,402
Receivable for capital shares issued		133,634			122,575			26,540
Receivable for investments sold		7,121,846			783,474			7,813,907
Receivable from Adviser		88,708			36,096			86,544
Prepaid expenses		33,889			27,642			31,824
Total Assets		471,171,126			413,365,725			567,357,865
LIABILITIES:
Payables:
Collateral received on loaned securities		28,299,844			19,301,098			7,151,735
Investments purchased		9,671,956			1,866,352			15,022,661
Capital shares redeemed		2,161,155			1,782,275			454,369
Accrued expenses and other payables:
Investment advisory fees		349,159			270,855			220,660
Administration fees		21,357			19,514			27,073
Custodian fees		6,926			7,718			3,344
Transfer agent fees		74,874			72,987			67,598
Chief Compliance Officer fees		291			259			358
Trustees' fees		—			111			461
12b-1 fees		20,222			23,750			59,484
Other accrued expenses		36,188			23,348			26,475
Total Liabilities		40,641,972			23,368,267			23,034,218
NET ASSETS:
Capital		340,995,885			320,166,193			441,553,673
Total distributable earnings/(loss)		89,533,269			69,831,265			102,769,974
Net Assets	$	430,529,154		$	389,997,458		$	544,323,647
Net Assets
Class A Shares	$	194,201,130		$	205,330,390		$	497,902,748
Class C Shares		—			6,147,349			17,539,927
Class R Shares		1,492,649			1,042,462			6,903,153
Class Y Shares		234,835,375			177,477,257			21,977,819
Total	$	430,529,154		$	389,997,458		$	544,323,647
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		7,902,519			8,307,813			9,939,139
Class C Shares		—			280,136			414,625
Class R Shares		67,093			44,508			138,705
Class Y Shares		8,966,446			7,003,361			440,299
Total		16,936,058			15,635,818			10,932,768
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	24.57		$	24.72		$	50.10
Class C Shares (d)		—			21.94			42.30
Class R Shares		22.25			23.42			49.77
Class Y Shares		26.19			25.34			49.92
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	26.07		$	26.23		$	53.16

(a)  Includes $27,831,841 of securities on loan.

(b)  Includes $19,095,830 of securities on loan.

(c)  Includes $7,014,962 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

17

Victory Portfolios Statements of Assets and Liabilities
June 30, 2019

  (Unaudited)

	Victory RS Investors Fund			Victory Global Natural Resources Fund
ASSETS:
Investments, at value (Cost $35,552,144 and $727,982,080)	$	42,103,817	(a)	$	321,493,765	(b)
Foreign currency, at value (Cost $— and $58,892)		—			58,260
Cash and cash equivalents		2,039,714			17,712,811
Interest and dividends receivable		16,899			172,838
Receivable for capital shares issued		8,251			847,307
Receivable for investments sold		—			3,924,423
Receivable from Adviser		39,134			125,536
Prepaid expenses		8,022			17,719
Total Assets		44,215,837			344,352,659
LIABILITIES:
Payables:
Collateral received on loaned securities		1,554,312			7,701,671
Investments purchased		491,753			—
Capital shares redeemed		204,764			1,310,433
Accrued expenses and other payables:
Investment advisory fees		34,109			278,988
Administration fees		2,089			16,939
Custodian fees		324			11,905
Transfer agent fees		9,564			127,575
Chief Compliance Officer fees		29			384
12b-1 fees		5,045			6,873
Other accrued expenses		7,033			50,262
Total Liabilities		2,309,022			9,505,030
NET ASSETS:
Capital		34,927,580			2,230,431,215
Total distributable earnings/(loss)		6,979,235			(1,895,583,586	)
Net Assets	$	41,906,815		$	334,847,629
Net Assets
Class A Shares	$	17,369,402		$	49,503,800
Class C Shares		7,568,108			4,296,973
Class R Shares		907,127			757,779
Class Y Shares		16,062,178			280,289,077
Total	$	41,906,815		$	334,847,629
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		1,334,248			4,482,094
Class C Shares		653,759			431,851
Class R Shares		77,268			72,571
Class Y Shares		1,203,036			24,353,828
Total		3,268,311			29,340,344
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	13.02		$	11.04
Class C Shares (c)		11.58			9.95
Class R Shares		11.74			10.44
Class Y Shares		13.35			11.51
Maximum Sales Charge — Class A Shares		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	13.81		$	11.71

(a)  Includes $1,536,091 of securities on loan.

(b)  Includes $7,597,758 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

18

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Investment Income:
Dividends	$	3,863,873		$	3,010,934		$	5,069,671
Interest		173,166			140,563			190,531
Securities lending (net of fees)		30,756			20,458			6,161
Foreign tax withholding		(8,975	)		—			—
Total Income		4,058,820			3,171,955			5,266,363
Expenses:
Investment advisory fees		2,202,539			1,655,392			1,320,424
Administration fees		139,233			123,056			166,855
12b-1 fees — Class A Shares		236,093			248,512			600,578
12b-1 fees — Class C Shares		—			42,557			93,471
12b-1 fees — Class R Shares		3,488			2,739			16,812
Custodian fees		9,307			7,831			11,979
Transfer agent fees		25,899			19,103			19,037
Transfer agent fees — Class A Shares		139,071			129,977			229,156
Transfer agent fees — Class C Shares		—			5,935			8,055
Transfer agent fees — Class R Shares		1,595			2,470			7,708
Transfer agent fees — Class Y Shares		100,040			85,910			11,127
Trustees' fees		20,350			17,503			23,107
Chief Compliance Officer fees		1,849			1,605			2,155
Legal and audit fees		21,953			19,473			24,659
State registration and filing fees		27,128			37,427			33,553
Other expenses		44,622			35,714			21,295
Total Expenses		2,973,167			2,435,204			2,589,971
Expenses waived/reimbursed by Adviser		(189,595	)		(84,787	)		(174,407	)
Net Expenses		2,783,572			2,350,417			2,415,564
Net Investment Income (Loss)		1,275,248			821,538			2,850,799
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		25,632,484			19,657,242			6,907,972
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		63,134,424			55,699,101			79,457,494
Net realized/unrealized gains (losses) on investments		88,766,908			75,356,343			86,365,466
Change in net assets resulting from operations	$	90,042,156		$	76,177,881		$	89,216,265

See notes to financial statements.

19

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2019

  (Unaudited)

	Victory RS Investors Fund			Victory Global Natural Resources Fund
Investment Income:
Dividends	$	226,895		$	2,922,184
Interest		13,444			221,401
Securities lending (net of fees)		1,166			33,436
Foreign tax withholding		—			(206,008	)
Total Income		241,505			2,971,013
Expenses:
Investment advisory fees		205,953			2,308,045
Administration fees		13,013			146,000
12b-1 fees — Class A Shares		21,237			78,340
12b-1 fees — Class C Shares		38,970			31,467
12b-1 fees — Class R Shares		2,224			2,286
Custodian fees		1,625			15,916
Transfer agent fees		3,182			60,919
Transfer agent fees — Class A Shares		10,889			84,290
Transfer agent fees — Class C Shares		4,803			8,340
Transfer agent fees — Class R Shares		1,069			1,561
Transfer agent fees — Class Y Shares		11,491			221,848
Trustees' fees		1,909			25,887
Chief Compliance Officer fees		170			2,241
Legal and audit fees		5,426			26,352
State registration and filing fees		34,266			45,947
Other expenses		6,483			49,250
Total Expenses		362,710			3,108,689
Expenses waived/reimbursed by Adviser		(78,806	)		(316,678	)
Net Expenses		283,904			2,792,011
Net Investment Income (Loss)		(42,399	)		179,002
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		598,350			(38,320,005	)
Net change in unrealized appreciation/depreciation on investment securities		7,500,899			(18,128,932	)
Net realized/unrealized gains (losses) on investments		8,099,249			(56,448,937	)
Change in net assets resulting from operations	$	8,056,850		$	(56,269,935	)

See notes to financial statements.

20

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	1,275,248		$	1,833,237		$	821,538		$	1,554,498		$	2,850,799		$	4,308,297
Net realized gains (losses) from investments		25,632,484			86,121,266			19,657,242			47,724,006			6,907,972			81,827,397
Net change in unrealized appreciation/ depreciation on investments		63,134,424			(147,254,191	)		55,699,101			(93,914,909	)		79,457,494			(135,809,861	)
Change in net assets resulting from operations		90,042,156			(59,299,688	)		76,177,881			(44,636,405	)		89,216,265			(49,674,167	)
Distributions to Shareholders:
Class A Shares		(5,299,588	)		(35,773,137	)		—			(24,922,768	)		—			(80,490,381	)
Class C Shares		—			—			—			(1,375,886	)		—			(3,700,952	)
Class R Shares		(43,836	)		(270,891	)		—			(162,838	)		—			(1,216,665	)
Class Y Shares		(7,460,499	)		(49,823,881	)		—			(24,215,948	)		—			(4,333,722	)
Change in net assets resulting from distributions to shareholders		(12,803,923	)		(85,867,909	)		—			(50,677,440	)		—			(89,741,720	)
Change in net assets resulting from capital transactions		(74,347,619	)		(37,433,612	)		(42,700,385	)		(54,228,953	)		(30,329,374	)		10,452,685
Change in net assets		2,890,614			(182,601,209	)		33,477,496			(149,542,798	)		58,886,891			(128,963,202	)
Net Assets:
Beginning of period		427,638,540			610,239,749			356,519,962			506,062,760			485,436,756			614,399,958
End of period	$	430,529,154		$	427,638,540		$	389,997,458		$	356,519,962		$	544,323,647		$	485,436,756

(continues on next page)

See notes to financial statements.

21

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	7,875,519		$	10,542,694		$	7,405,405		$	14,150,821		$	7,832,797		$	20,740,364
Distributions reinvested		5,213,420			35,117,192			—			24,219,793			—			77,994,848
Cost of shares redeemed		(27,084,149	)		(68,463,235	)		(20,122,533	)		(51,805,118	)		(30,010,078	)		(75,131,993	)
Total Class A Shares	$	(13,995,210	)	$	(22,803,349	)	$	(12,717,128	)	$	(13,434,504	)	$	(22,177,281	)	$	23,603,219
Class C Shares
Proceeds from shares issued	$	—		$	—		$	307,566		$	1,342,072		$	329,728		$	2,049,875
Distributions reinvested		—			—			—			1,333,779			—			3,453,415
Cost of shares redeemed		—			—			(5,364,241	)		(7,541,603	)		(4,175,970	)		(11,400,448	)
Total Class C Shares	$	—		$	—		$	(5,056,675	)	$	(4,865,752	)	$	(3,846,242	)	$	(5,897,158	)
Class R Shares
Proceeds from shares issued	$	77,365		$	250,543		$	57,101		$	214,961		$	290,574		$	1,047,801
Distributions reinvested		43,836			270,891			—			162,838			—			1,210,626
Cost of shares redeemed		(62,163	)		(1,018,596	)		(246,558	)		(669,866	)		(862,920	)		(4,210,175	)
Total Class R Shares	$	59,038		$	(497,162	)	$	(189,457	)	$	(292,067	)	$	(572,346	)	$	(1,951,748	)
Class Y Shares
Proceeds from shares issued	$	23,970,202		$	33,627,569		$	9,344,781		$	17,137,847		$	1,651,452		$	6,642,092
Distributions reinvested		7,423,032			49,499,526			—			23,672,512			—			4,119,726
Cost of shares redeemed		(91,804,681	)		(97,260,196	)		(34,081,906	)		(76,446,989	)		(5,384,957	)		(16,063,446	)
Total Class Y Shares	$	(60,411,447	)	$	(14,133,101	)	$	(24,737,125	)	$	(35,636,630	)	$	(3,733,505	)	$	(5,301,628	)
Change in net assets resulting from capital transactions	$	(74,347,619	)	$	(37,433,612	)	$	(42,700,385	)	$	(54,228,953	)	$	(30,329,374	)	$	10,452,685

(continues on next page)

See notes to financial statements.

22

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		335,482			370,388			314,912			539,942			164,994			364,209
Reinvested		228,759			1,683,464			—			1,176,725			—			1,825,583
Redeemed		(1,168,239	)		(2,415,797	)		(860,290	)		(2,021,000	)		(628,520	)		(1,340,333	)
Total Class A Shares		(603,998	)		(361,945	)		(545,378	)		(304,333	)		(463,526	)		849,459
Class C Shares
Issued		—			—			15,111			60,727			8,504			43,140
Reinvested		—			—			—			73,124			—			96,062
Redeemed		—			—			(256,588	)		(324,233	)		(103,277	)		(231,269	)
Total Class C Shares		—			—			(241,477	)		(190,382	)		(94,773	)		(92,067	)
Class R Shares
Issued		3,627			9,314			2,553			8,571			6,151			18,584
Reinvested		2,123			14,325			—			8,359			—			28,596
Redeemed		(2,919	)		(39,384	)		(10,944	)		(28,882	)		(18,563	)		(77,609	)
Total Class R Shares		2,831			(15,745	)		(8,391	)		(11,952	)		(12,412	)		(30,429	)
Class Y Shares
Issued		953,411			1,142,322			392,018			656,480			34,552			115,708
Reinvested		305,978			2,227,155			—			1,119,999			—			96,691
Redeemed		(3,718,683	)		(3,323,588	)		(1,407,519	)		(3,005,028	)		(113,835	)		(289,399	)
Total Class Y Shares		(2,459,294	)		45,889			(1,015,501	)		(1,228,549	)		(79,283	)		(77,000	)
Change in Shares		(3,060,461	)		(331,801	)		(1,810,747	)		(1,735,216	)		(649,994	)		649,963

See notes to financial statements.

23

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Investors Fund						Victory Global Natural Resources Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	(42,399	)	$	(54,803	)	$	179,002		$	(4,077,976	)
Net realized gains (losses) from investments		598,350			5,799,863			(38,320,005	)		(193,930,232	)
Net change in unrealized appreciation/depreciation on investments		7,500,899			(9,808,027	)		(18,128,932	)		(289,417,818	)
Change in net assets resulting from operations		8,056,850			(4,062,967	)		(56,269,935	)		(487,426,026	)
Distributions to Shareholders:
Class A Shares		—			(2,453,812	)		—			—
Class C Shares		—			(1,248,830	)		—			—
Class R Shares		—			(139,602	)		—			—
Class Y Shares		—			(2,365,022	)		—			—
Change in net assets resulting from distributions to shareholders		—			(6,207,266	)		—			—
Change in net assets resulting from capital transactions		(4,613,942	)		(11,344,224	)		(74,323,387	)		(458,989,878	)
Change in net assets		3,442,908			(21,614,457	)		(130,593,322	)		(946,415,904	)
Net Assets:
Beginning of period		38,463,907			60,078,364			465,440,951			1,411,856,855
End of period	$	41,906,815		$	38,463,907		$	334,847,629		$	465,440,951

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Natural Resources Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	752,260		$	1,692,860		$	6,160,073		$	41,141,199
Distributions reinvested		—			2,382,350			—			—
Cost of shares redeemed		(2,359,353	)		(4,704,359	)		(12,614,204	)		(168,408,240	)
Total Class A Shares	$	(1,607,093	)	$	(629,149	)	$	(6,454,131	)	$	(127,267,041	)
Class C Shares
Proceeds from shares issued	$	266,545		$	474,091		$	132,536		$	577,051
Distributions reinvested		—			1,055,957			—			—
Cost of shares redeemed		(1,493,904	)		(3,353,594	)		(2,046,343	)		(7,085,345	)
Total Class C Shares	$	(1,227,359	)	$	(1,823,546	)	$	(1,913,807	)	$	(6,508,294	)
Class R Shares
Proceeds from shares issued	$	24,049		$	110,635		$	122,878		$	562,850
Distributions reinvested		—			139,602			—			—
Cost of shares redeemed		(120,609	)		(577,298	)		(162,882	)		(1,061,738	)
Total Class R Shares	$	(96,560	)	$	(327,061	)	$	(40,004	)	$	(498,888	)
Class Y Shares
Proceeds from shares issued	$	2,701,183		$	2,756,651		$	74,107,741		$	264,889,815
Distributions reinvested		—			2,290,072			—			—
Cost of shares redeemed		(4,384,113	)		(13,611,191	)		(140,023,186	)		(526,709,948	)
Cost of Shares redeemed in-kind		—			—			—			(62,895,522	)
Total Class Y Shares	$	(1,682,930	)	$	(8,564,468	)	$	(65,915,445	)	$	(324,715,655	)
Change in net assets resulting from capital transactions	$	(4,613,942	)	$	(11,344,224	)	$	(74,323,387	)	$	(458,989,878	)

(continues on next page)

See notes to financial statements.

25

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Natural Resources Fund
	Six Months Ended June 30, 2019			Year Ended December 31, 2018			Six Months Ended June 30, 2019			Year Ended December 31, 2018
	(Unaudited)						(Unaudited)
Share Transactions:
Class A Shares
Issued		59,798			121,865			469,558			1,809,584
Reinvested		—			219,774			—			—
Redeemed		(194,250	)		(346,502	)		(963,734	)		(7,892,823	)
Total Class A Shares		(134,452	)		(4,863	)		(494,176	)		(6,083,239	)
Class C Shares
Issued		23,615			42,948			11,219			30,147
Reinvested		—			109,086			—			—
Redeemed		(133,938	)		(266,960	)		(175,883	)		(377,893	)
Total Class C Shares		(110,323	)		(114,926	)		(164,664	)		(347,746	)
Class R Shares
Issued		2,155			8,825			9,715			28,741
Reinvested		—			14,231			—			—
Redeemed		(10,906	)		(44,650	)		(12,672	)		(61,437	)
Total Class R Shares		(8,751	)		(21,594	)		(2,957	)		(32,696	)
Class Y Shares
Issued		211,221			202,137			5,326,858			11,961,924
Reinvested		—			206,346			—			—
Redeemed		(349,509	)		(991,078	)		(10,389,391	)		(25,719,904	)
Redeemed in-kind		—			—			—			(2,611,940	)
Total Class Y Shares		(138,288	)		(582,595	)		(5,062,533	)		(16,369,920	)
Change in Shares		(391,814	)		(723,978	)		(5,724,330	)		(22,833,601	)

See notes to financial statements.

26

This page is intentionally left blank.

27

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Partners Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	20.66		0.04			4.53			4.57			—			(0.66	)
Year Ended 12/31/18	$	29.21		0.04			(3.52	)		(3.48	)		(0.08	)		(4.99	)
Year Ended 12/31/17	$	31.58		(0.25	)		4.78			4.53			—			(6.90	)
Year Ended 12/31/16	$	26.89		(0.12	)		6.59			6.47			—			(1.78	)
Year Ended 12/31/15	$	31.08		(0.11	)		(3.22	)		(3.33	)		—			(0.86	)
Year Ended 12/31/14	$	40.09		(0.14	)		(1.52	)		(1.66	)		—			(7.35	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	18.79		—	(f)		4.12			4.12			—			(0.66	)
Year Ended 12/31/18	$	27.09		(0.04	)		(3.27	)		(3.31	)		—			(4.99	)
Year Ended 12/31/17	$	29.84		(0.44	)		4.59			4.15			—			(6.90	)
Year Ended 12/31/16	$	25.57		(0.21	)		6.26			6.05			—			(1.78	)
Year Ended 12/31/15	$	29.72		(0.21	)		(3.08	)		(3.29	)		—			(0.86	)
Year Ended 12/31/14	$	38.82		(0.25	)		(1.50	)		(1.75	)		—			(7.35	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	21.94		0.09			4.82			4.91			—			(0.66	)
Year Ended 12/31/18	$	30.67		0.14			(3.71	)		(3.57	)		(0.17	)		(4.99	)
Year Ended 12/31/17	$	32.75		(0.04	)		4.86			4.82			—			(6.90	)
Year Ended 12/31/16	$	27.75		(0.03	)		6.81			6.78			—			(1.78	)
Year Ended 12/31/15	$	31.95		(0.02	)		(3.32	)		(3.34	)		—			(0.86	)
Year Ended 12/31/14	$	40.86		0.01			(1.57	)		(1.56	)		—			(7.35	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

See notes to financial statements.

28

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Partners Fund
Class A
Six Months Ended 6/30/19 (unaudited)		(0.66	)	$	24.57		22.44	%		1.45	%		0.37	%		1.53	%	$	194,201		29	%
Year Ended 12/31/18		(5.07	)	$	20.66		(12.04	)%		1.45	%		0.14	%		1.52	%	$	175,723		62	%
Year Ended 12/31/17		(6.90	)	$	29.21		14.21	%		1.45	%		(0.75	)%		1.50	%	$	259,050		38	%
Year Ended 12/31/16		(1.78	)	$	31.58		24.04	%		1.45	%		(0.44	)%		1.53	%	$	378,695		60	%
Year Ended 12/31/15		(0.86	)	$	26.89		(10.74	)%		1.42	%		(0.35	)%		1.42	%	$	475,722		42	%
Year Ended 12/31/14		(7.35	)	$	31.08		(3.85	)%		1.45	%		(0.35	)%		1.55	%	$	827,108		47	%
Class R
Six Months Ended 6/30/19 (unaudited)		(0.66	)	$	22.25		22.22	%		1.81	%		0.02	%		2.65	%	$	1,493		29	%
Year Ended 12/31/18		(4.99	)	$	18.79		(12.39	)%		1.81	%		(0.16	)%		2.37	%	$	1,207		62	%
Year Ended 12/31/17		(6.90	)	$	27.09		13.81	%		1.81	%		(1.40	)%		2.28	%	$	2,168		38	%
Year Ended 12/31/16		(1.78	)	$	29.84		23.64	%		1.81	%		(0.78	)%		1.81	%	$	2,452		60	%
Year Ended 12/31/15		(0.86	)	$	25.57		(11.09	)%		1.81	%		(0.74	)%		1.81	%	$	2,365		42	%
Year Ended 12/31/14		(7.35	)	$	29.72		(4.21	)%		1.80	%		(0.66	)%		1.88	%	$	4,321		47	%
Class Y
Six Months Ended 6/30/19 (unaudited)		(0.66	)	$	26.19		22.64	%		1.12	%		0.74	%		1.21	%	$	234,835		29	%
Year Ended 12/31/18		(5.16	)	$	21.94		(11.77	)%		1.12	%		0.48	%		1.19	%	$	250,709		62	%
Year Ended 12/31/17		(6.90	)	$	30.67		14.59	%		1.12	%		(0.11	)%		1.21	%	$	349,022		38	%
Year Ended 12/31/16		(1.78	)	$	32.75		24.41	%		1.12	%		(0.11	)%		1.22	%	$	378,271		60	%
Year Ended 12/31/15		(0.86	)	$	27.75		(10.47	)%		1.12	%		(0.05	)%		1.18	%	$	542,595		42	%
Year Ended 12/31/14		(7.35	)	$	31.95		(3.53	)%		1.11	%		0.04	%		1.18	%	$	903,833		47	%

See notes to financial statements.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory RS Value Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	20.28		0.04			4.40			4.44			—			—			—
Year Ended 12/31/18	$	26.21		0.06			(2.85	)		(2.79	)		(0.14	)		(3.00	)		(3.14	)
Year Ended 12/31/17	$	27.94		0.03			4.80			4.83			(0.04	)		(6.52	)		(6.56	)
Year Ended 12/31/16	$	28.33		—	(f)		3.09			3.09			(0.13	)		(3.35	)		(3.48	)
Year Ended 12/31/15	$	33.04		(0.08	)		(1.98	)		(2.06	)		—	(f)		(2.65	)		(2.65	)
Year Ended 12/31/14	$	34.76		0.25			3.71			3.96			(0.36	)		(5.32	)		(5.68	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	18.08		(0.05	)		3.91			3.86			—			—			—
Year Ended 12/31/18	$	23.76		(0.13	)		(2.55	)		(2.68	)		—			(3.00	)		(3.00	)
Year Ended 12/31/17	$	26.01		(0.08	)		4.35			4.27			—			(6.52	)		(6.52	)
Year Ended 12/31/16	$	26.69		(0.21	)		2.88			2.67			—			(3.35	)		(3.35	)
Year Ended 12/31/15	$	31.54		(0.32	)		(1.88	)		(2.20	)		—			(2.65	)		(2.65	)
Year Ended 12/31/14	$	33.47		—	(f)		3.52			3.52			(0.13	)		(5.32	)		(5.45	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

(h)  Amount is less than 0.005%

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Value Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	24.72		21.89	%		1.30	%		0.33	%		1.35	%	$	205,331		31	%
Year Ended 12/31/18		—		$	20.28		(10.75	)%		1.30	%		0.24	%		1.34	%	$	179,535		65	%
Year Ended 12/31/17		—		$	26.21		17.41	%		1.30	%		0.09	%		1.33	%	$	239,994		64	%
Year Ended 12/31/16		—	(f)	$	27.94		10.92	%(g)		1.30	%		(0.01	)%		1.35	%	$	268,979		67	%
Year Ended 12/31/15		—		$	28.33		(6.18	)%		1.26	%		(0.24	)%		1.26	%	$	352,205		55	%
Year Ended 12/31/14		—		$	33.04		11.60	%		1.29	%		0.71	%		1.35	%	$	432,082		56	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	21.94		21.40	%		2.07	%		(0.48	)%		2.27	%	$	6,147		31	%
Year Ended 12/31/18		—		$	18.08		(11.41	)%		2.07	%		(0.54	)%		2.14	%	$	9,428		65	%
Year Ended 12/31/17		—		$	23.76		16.53	%		2.07	%		(0.30	)%		2.08	%	$	16,916		64	%
Year Ended 12/31/16		—	(f)	$	26.01		10.01	%(g)		2.07	%		(0.78	)%		2.13	%	$	19,943		67	%
Year Ended 12/31/15		—		$	26.69		(6.92	)%		2.04	%		(1.03	)%		2.04	%	$	24,714		55	%
Year Ended 12/31/14		—		$	31.54		10.75	%		2.06	%		—	(h)		2.11	%	$	30,568		56	%

(continues on next page)

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory RS Value Fund
Class R
Six Months Ended 6/30/19 (unaudited)	$	19.26		(0.01	)		4.17			4.16			—			—			—
Year Ended 12/31/18	$	25.06		(0.03	)		(2.72	)		(2.75	)		(0.05	)		(3.00	)		(3.05	)
Year Ended 12/31/17	$	27.03		(0.03	)		4.58			4.55			—			(6.52	)		(6.52	)
Year Ended 12/31/16	$	27.51		(0.09	)		2.96			2.87			—			(3.35	)		(3.35	)
Year Ended 12/31/15	$	32.29		(0.21	)		(1.92	)		(2.13	)		—			(2.65	)		(2.65	)
Year Ended 12/31/14	$	34.15		0.13			3.60			3.73			(0.27	)		(5.32	)		(5.59	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	20.77		0.07			4.50			4.57			—			—			—
Year Ended 12/31/18	$	26.77		0.13			(2.92	)		(2.79	)		(0.21	)		(3.00	)		(3.21	)
Year Ended 12/31/17	$	28.40		0.06			4.94			5.00			(0.11	)		(6.52	)		(6.63	)
Year Ended 12/31/16	$	28.57		0.08			3.10			3.18			—			(3.35	)		(3.35	)
Year Ended 12/31/15	$	33.23		(0.02	)		(1.99	)		(2.01	)		—			(2.65	)		(2.65	)
Year Ended 12/31/14	$	34.99		0.38			3.69			4.07			(0.51	)		(5.32	)		(5.83	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Value Fund
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	23.42		21.66	%		1.69	%		(0.08	)%		3.46	%	$	1,042		31	%
Year Ended 12/31/18		—		$	19.26		(11.12	)%		1.69	%		(0.11	)%		2.82	%	$	1,019		65	%
Year Ended 12/31/17		—		$	25.06		16.95	%		1.69	%		(0.11	)%		2.29	%	$	1,625		64	%
Year Ended 12/31/16		—	(f)	$	27.03		10.45	%(g)		1.69	%		(0.34	)%		1.80	%	$	1,670		67	%
Year Ended 12/31/15		—		$	27.51		(6.54	)%		1.65	%		(0.64	)%		1.65	%	$	3,456		55	%
Year Ended 12/31/14		—		$	32.29		11.15	%		1.69	%		0.37	%		1.73	%	$	4,412		56	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	25.34		22.00	%		1.06	%		0.56	%		1.07	%	$	177,477		31	%
Year Ended 12/31/18		—		$	20.77		(10.54	)%		1.06	%		0.49	%		1.06	%	$	166,538		65	%
Year Ended 12/31/17		—		$	26.77		17.71	%		1.06	%		0.20	%		1.06	%	$	247,528		64	%
Year Ended 12/31/16		—	(f)	$	28.40		11.14	%(g)		1.06	%		0.26	%		1.19	%	$	260,818		67	%
Year Ended 12/31/15		—		$	28.57		(5.99	)%		1.06	%		(0.05	)%		1.11	%	$	724,715		55	%
Year Ended 12/31/14		—		$	33.23		11.85	%		1.05	%		1.05	%		1.11	%	$	821,479		56	%

See notes to financial statements.

33

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	42.20		0.26			7.64			7.90			—			—			—
Year Ended 12/31/18	$	56.61		0.44			(5.67	)		(5.23	)		(0.38	)		(8.80	)		(9.18	)
Year Ended 12/31/17	$	51.86		0.38			9.10			9.48			—	(f)		(4.73	)		(4.73	)
Year Ended 12/31/16	$	50.98		0.40			4.01			4.41			(0.42	)		(3.12	)		(3.54	)
Year Ended 12/31/15	$	59.25		0.50			(1.74	)		(1.24	)		(0.57	)		(6.46	)		(7.03	)
Year Ended 12/31/14	$	59.06		0.55			7.13			7.68			(0.55	)		(6.94	)		(7.49	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	35.78		0.06			6.46			6.52			—			—			—
Year Ended 12/31/18	$	49.50		(0.03	)		(4.89	)		(4.92	)		—	(f)		(8.80	)		(8.80	)
Year Ended 12/31/17	$	46.22		(0.04	)		8.05			8.01			—			(4.73	)		(4.73	)
Year Ended 12/31/16	$	45.80		—	(f)		3.57			3.57			(0.04	)		(3.12	)		(3.16	)
Year Ended 12/31/15	$	53.96		0.03			(1.58	)		(1.55	)		(0.15	)		(6.46	)		(6.61	)
Year Ended 12/31/14	$	54.43		0.04			6.53			6.57			(0.10	)		(6.94	)		(7.04	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 8)

See notes to financial statements.

34

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—	$	50.10		18.72	%		0.89	%		1.10	%		0.95	%	$	497,903		24	%
Year Ended 12/31/18		—	$	42.20		(9.31	)%		0.89	%		0.77	%		0.93	%	$	439,035		59	%
Year Ended 12/31/17		—	$	56.61		18.32	%		0.89	%		0.68	%	��	0.94	%	$	540,762		55	%
Year Ended 12/31/16		0.01	$	51.86		8.67	%(g)		0.89	%		0.79	%		0.92	%	$	522,593		79	%
Year Ended 12/31/15		—	$	50.98		(2.03	)%		0.89	%		0.86	%		0.89	%	$	556,204		39	%
Year Ended 12/31/14		—	$	59.25		13.08	%		0.92	%		0.89	%		0.92	%	$	630,654		60	%
Class C
Six Months Ended 6/30/19 (unaudited)		—	$	42.30		18.25	%		1.69	%		0.31	%		1.76	%	$	17,540		24	%
Year Ended 12/31/18		—	$	35.78		(10.03	)%		1.69	%		(0.06	)%		1.75	%	$	18,227		59	%
Year Ended 12/31/17		—	$	49.50		17.36	%		1.69	%		(0.08	)%		1.71	%	$	29,771		55	%
Year Ended 12/31/16		0.01	$	46.22		7.80	%(g)		1.69	%		(0.01	)%		1.71	%	$	28,801		79	%
Year Ended 12/31/15		—	$	45.80		(2.80	)%		1.69	%		0.06	%		1.69	%	$	33,608		39	%
Year Ended 12/31/14		—	$	53.96		12.15	%		1.73	%		0.08	%		1.73	%	$	36,868		60	%

(continues on next page)

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory RS Large Cap Alpha Fund
Class R
Six Months Ended 6/30/19 (unaudited)	$	42.01		0.17		7.59			7.76			—			—			—
Year Ended 12/31/18	$	56.35		0.22		(5.61	)		(5.39	)		(0.15	)		(8.80	)		(8.95	)
Year Ended 12/31/17	$	51.83		0.18		9.07			9.25			—			(4.73	)		(4.73	)
Year Ended 12/31/16	$	50.93		0.23		3.99			4.22			(0.21	)		(3.12	)		(3.33	)
Year Ended 12/31/15	$	59.15		0.29		(1.74	)		(1.45	)		(0.31	)		(6.46	)		(6.77	)
Year Ended 12/31/14	$	58.97		0.31		7.09			7.40			(0.28	)		(6.94	)		(7.22	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	42.01		0.31		7.60			7.91			—			—			—
Year Ended 12/31/18	$	56.38		0.55		(5.64	)		(5.09	)		(0.48	)		(8.80	)		(9.28	)
Year Ended 12/31/17	$	51.66		0.49		9.07			9.56			(0.11	)		(4.73	)		(4.84	)
Year Ended 12/31/16	$	50.82		0.51		4.00			4.51			(0.56	)		(3.12	)		(3.68	)
Year Ended 12/31/15	$	59.08		0.62		(1.74	)		(1.12	)		(0.68	)		(6.46	)		(7.14	)
Year Ended 12/31/14	$	58.92		0.71		7.10			7.81			(0.71	)		(6.94	)		(7.65	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(g)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 8)

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Large Cap Alpha Fund
Class R
Six Months Ended 6/30/19 (unaudited)		—	$	49.77		18.47	%		1.26	%		0.74	%		1.52	%	$	6,903		24	%
Year Ended 12/31/18		—	$	42.01		(9.63	)%		1.26	%		0.38	%		1.40	%	$	6,348		59	%
Year Ended 12/31/17		—	$	56.35		17.87	%		1.26	%		0.33	%		1.42	%	$	10,229		55	%
Year Ended 12/31/16		0.01	$	51.83		8.30	%(g)		1.23	%		0.45	%		1.23	%	$	10,631		79	%
Year Ended 12/31/15		—	$	50.93		(2.38	)%		1.26	%		0.49	%		1.26	%	$	12,402		39	%
Year Ended 12/31/14		—	$	59.15		12.62	%		1.31	%		0.50	%		1.31	%	$	16,458		60	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—	$	49.92		18.83	%		0.68	%		1.32	%		0.78	%	$	21,978		24	%
Year Ended 12/31/18		—	$	42.01		(9.11	)%		0.68	%		0.96	%		0.75	%	$	21,827		59	%
Year Ended 12/31/17		—	$	56.38		18.56	%		0.68	%		0.88	%		0.72	%	$	33,638		55	%
Year Ended 12/31/16		0.01	$	51.66		8.89	%(g)		0.68	%		1.00	%		0.69	%	$	31,840		79	%
Year Ended 12/31/15		—	$	50.82		(1.82	)%		0.68	%		1.05	%		0.68	%	$	31,662		39	%
Year Ended 12/31/14		—	$	59.08		13.34	%		0.66	%		1.16	%		0.66	%	$	189,850		60	%

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Investors Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	10.68		(0.01	)		2.35			2.34			—			—
Year Ended 12/31/18	$	13.86		—	(f)		(1.27	)		(1.27	)		—			(1.91	)
Year Ended 12/31/17	$	13.65		(0.03	)		2.23			2.20			—			(1.99	)
Year Ended 12/31/16	$	12.42		—	(f)		1.23			1.23			—			—
Year Ended 12/31/15	$	12.95		(0.04	)		(0.49	)		(0.53	)		—			—
Year Ended 12/31/14	$	13.02		0.14			0.42			0.56			(0.12	)		(0.51	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	9.53		(0.05	)		2.10			2.05			—			—
Year Ended 12/31/18	$	12.68		(0.10	)		(1.14	)		(1.24	)		—			(1.91	)
Year Ended 12/31/17	$	12.73		(0.19	)		2.13			1.94			—			(1.99	)
Year Ended 12/31/16	$	11.67		(0.09	)		1.15			1.06			—			—
Year Ended 12/31/15	$	12.26		(0.12	)		(0.47	)		(0.59	)		—			—
Year Ended 12/31/14	$	12.40		0.02			0.42			0.44			(0.07	)		(0.51	)
Class R
Six Months Ended 6/30/19 (unaudited)	$	9.66		(0.04	)		2.12			2.08			—			—
Year Ended 12/31/18	$	12.81		(0.08	)		(1.16	)		(1.24	)		—			(1.91	)
Year Ended 12/31/17	$	12.83		(0.17	)		2.14			1.97			—			(1.99	)
Year Ended 12/31/16	$	11.73		(0.06	)		1.16			1.10			—			—
Year Ended 12/31/15	$	12.30		(0.09	)		(0.48	)		(0.57	)		—			—
Year Ended 12/31/14	$	12.43		0.06			0.42			0.48			(0.10	)		(0.51	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	10.94		0.01			2.40			2.41			—			—
Year Ended 12/31/18	$	14.10		0.03			(1.28	)		(1.25	)		—			(1.91	)
Year Ended 12/31/17	$	13.82		0.03			2.24			2.27			—			(1.99	)
Year Ended 12/31/16	$	12.55		0.04			1.24			1.28			(0.01	)		—
Year Ended 12/31/15	$	13.05		—			(0.50	)		(0.50	)		—			—
Year Ended 12/31/14	$	13.12		0.20			0.41			0.61			(0.17	)		(0.51	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Amount is less than $0.005 per share.

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions to Shareholders			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Investors Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	13.02		21.91	%		1.33	%		(0.15	)%		1.61	%	$	17,370		33	%
Year Ended 12/31/18		(1.91	)	$	10.68		(9.36	)%		1.33	%		(0.03	)%		1.58	%	$	15,682		56	%
Year Ended 12/31/17		(1.99	)	$	13.86		16.28	%		1.33	%		(0.24	)%		1.54	%	$	20,419		80	%
Year Ended 12/31/16		—		$	13.65		9.90	%		1.33	%		0.02	%		1.56	%	$	28,022		92	%
Year Ended 12/31/15		—		$	12.42		(4.09	)%		1.33	%		(0.28	)%		1.51	%	$	41,556		50	%
Year Ended 12/31/14		(0.63	)	$	12.95		4.39	%		1.32	%		1.04	%		1.52	%	$	67,364		83	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	11.58		21.51	%		2.07	%		(0.90	)%		2.51	%	$	7,568		33	%
Year Ended 12/31/18		(1.91	)	$	9.53		(10.08	)%		2.07	%		(0.82	)%		2.44	%	$	7,282		56	%
Year Ended 12/31/17		(1.99	)	$	12.68		15.48	%		2.07	%		(1.42	)%		2.35	%	$	11,149		80	%
Year Ended 12/31/16		—		$	12.73		9.08	%		2.07	%		(0.72	)%		2.35	%	$	14,517		92	%
Year Ended 12/31/15		—		$	11.67		(4.81	)%		2.07	%		(1.01	)%		2.29	%	$	21,654		50	%
Year Ended 12/31/14		(0.58	)	$	12.26		3.63	%		2.07	%		0.18	%		2.29	%	$	31,819		83	%
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	11.74		21.53	%		1.95	%		(0.78	)%		3.84	%	$	907		33	%
Year Ended 12/31/18		(1.91	)	$	9.66		(9.91	)%		1.95	%		(0.64	)%		3.15	%	$	831		56	%
Year Ended 12/31/17		(1.99	)	$	12.81		15.50	%		1.95	%		(1.27	)%		2.72	%	$	1,379		80	%
Year Ended 12/31/16		—		$	12.83		9.38	%		1.92	%		(0.50	)%		1.92	%	$	1,314		92	%
Year Ended 12/31/15		—		$	11.73		(4.63	)%		1.84	%		(0.78	)%		1.90	%	$	1,771		50	%
Year Ended 12/31/14		(0.61	)	$	12.30		3.90	%		1.91	%		0.47	%		1.97	%	$	2,077		83	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	13.35		22.03	%		1.05	%		0.12	%		1.43	%	$	16,062		33	%
Year Ended 12/31/18		(1.91	)	$	10.94		(9.06	)%		1.05	%		0.18	%		1.37	%	$	14,669		56	%
Year Ended 12/31/17		(1.99	)	$	14.10		16.59	%		1.05	%		0.19	%		1.25	%	$	27,131		80	%
Year Ended 12/31/16		(0.01	)	$	13.82		10.17	%		1.05	%		0.28	%		1.24	%	$	50,013		92	%
Year Ended 12/31/15		—		$	12.55		(3.83	)%		1.05	%		(0.01	)%		1.21	%	$	80,290		50	%
Year Ended 12/31/14		(0.68	)	$	13.05		4.72	%		1.05	%		1.49	%		1.17	%	$	142,623		83	%

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory Global Natural Resources Fund
Class A
Six Months Ended 6/30/19 (unaudited)	$	12.86		(0.01	)		(1.81	)		(1.82	)		—			—			—
Year Ended 12/31/18	$	23.73		(0.14	)		(10.73	)		(10.87	)		—			—			—
Year Ended 12/31/17	$	23.49		(0.22	)		0.46			0.24			—			—			—
Year Ended 12/31/16	$	15.34		(0.10	)		8.25			8.15			—			—			—
Year Ended 12/31/15	$	24.81		(0.11	)		(9.36	)		(9.47	)		—			—			—
Year Ended 12/31/14	$	35.02		(0.04	)		(7.97	)		(8.01	)		(0.01	)		(2.19	)		(2.20	)
Class C
Six Months Ended 6/30/19 (unaudited)	$	11.63		(0.06	)		(1.62	)		(1.68	)		—			—			—
Year Ended 12/31/18	$	21.63		(0.28	)		(9.72	)		(10.00	)		—			—			—
Year Ended 12/31/17	$	21.59		(0.36	)		0.40			0.04			—			—			—
Year Ended 12/31/16	$	14.21		(0.24	)		7.62			7.38			—			—			—
Year Ended 12/31/15	$	23.17		(0.27	)		(8.69	)		(8.96	)		—			—			—
Year Ended 12/31/14	$	33.14		(0.29	)		(7.48	)		(7.77	)		(0.01	)		(2.19	)		(2.20	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Portfolio turnover increased due to a change within the portfolio holdings during the year.

(g)  Amount is less than $0.005 per share.

(h)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Global Natural Resources Fund
Class A
Six Months Ended 6/30/19 (unaudited)		—		$	11.04		(14.07	)%		1.48	%		(0.19	)%		1.71	%	$	49,504		4	%
Year Ended 12/31/18		—		$	12.86		(45.81	)%		1.48	%		(0.65	)%		1.54	%	$	64,001		26	%
Year Ended 12/31/17		—		$	23.73		1.02	%		1.48	%		(0.93	)%		1.55	%	$	262,455		57	%(f)
Year Ended 12/31/16		—	(g)	$	23.49		53.13	%(h)		1.48	%		(0.51	)%		1.48	%	$	545,778		29	%
Year Ended 12/31/15		—		$	15.34		(38.17	)%		1.45	%		(0.52	)%		1.45	%	$	332,598		33	%
Year Ended 12/31/14		—		$	24.81		(22.84	)%		1.47	%		(0.10	)%		1.48	%	$	620,030		34	%
Class C
Six Months Ended 6/30/19 (unaudited)		—		$	9.95		(14.45	)%		2.28	%		(0.99	)%		2.67	%	$	4,297		4	%
Year Ended 12/31/18		—		$	11.63		(46.26	)%		2.28	%		(1.42	)%		2.38	%	$	6,939		26	%
Year Ended 12/31/17		—		$	21.63		0.23	%		2.28	%		(1.72	)%		2.35	%	$	20,428		57	%(f)
Year Ended 12/31/16		—	(g)	$	21.59		51.94	%(h)		2.28	%		(1.32	)%		2.31	%	$	30,789		29	%
Year Ended 12/31/15		—		$	14.21		(38.67	)%		2.25	%		(1.33	)%		2.25	%	$	26,501		33	%
Year Ended 12/31/14		—		$	23.17		(23.41	)%		2.23	%		(0.86	)%		2.24	%	$	63,193		34	%

(continues on next page)

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions to Shareholders
Victory Global Natural Resources Fund
Class R
Six Months Ended 6/30/19 (unaudited)	$	12.18		(0.04	)		(1.70	)		(1.74	)		—			—			—
Year Ended 12/31/18	$	22.56		(0.20	)		(10.18	)		(10.38	)		—			—			—
Year Ended 12/31/17	$	22.42		(0.29	)		0.43			0.14			—			—			—
Year Ended 12/31/16	$	14.68		(0.15	)		7.89			7.74			—			—			—
Year Ended 12/31/15	$	23.82		(0.18	)		(8.96	)		(9.14	)		—			—			—
Year Ended 12/31/14	$	33.86		(0.16	)		(7.68	)		(7.84	)		(0.01	)		(2.19	)		(2.20	)
Class Y
Six Months Ended 6/30/19 (unaudited)	$	13.38		0.01			(1.88	)		(1.87	)		—			—			—
Year Ended 12/31/18	$	24.60		(0.06	)		(11.16	)		(11.22	)		—			—			—
Year Ended 12/31/17	$	24.28		(0.14	)		0.46			0.32			—			—			—
Year Ended 12/31/16	$	15.80		(0.04	)		8.52			8.48			—			—			—
Year Ended 12/31/15	$	25.48		(0.05	)		(9.63	)		(9.68	)		—			—			—
Year Ended 12/31/14	$	35.76		0.09			(8.17	)		(8.08	)		(0.01	)		(2.19	)		(2.20	)

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

(f)  Portfolio turnover increased due to a change within the portfolio holdings during the year.

(g)  Amount is less than $0.005 per share.

(h)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net (See Note 8)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Global Natural Resources Fund
Class R
Six Months Ended 6/30/19 (unaudited)		—		$	10.44		(14.29	)%		1.86	%		(0.58	)%		3.80	%	$	758		4	%
Year Ended 12/31/18		—		$	12.18		(46.01	)%		1.86	%		(0.99	)%		2.50	%	$	920		26	%
Year Ended 12/31/17		—		$	22.56		0.62	%		1.86	%		(1.31	)%		2.20	%	$	2,442		57	%(f)
Year Ended 12/31/16		—	(g)	$	22.42		52.72	%(h)		1.74	%		(0.80	)%		1.74	%	$	4,611		29	%
Year Ended 12/31/15		—		$	14.68		(38.37	)%		1.78	%		(0.85	)%		1.78	%	$	3,427		33	%
Year Ended 12/31/14		—		$	23.82		(23.12	)%		1.84	%		(0.47	)%		1.85	%	$	4,929		34	%
Class Y
Six Months Ended 6/30/19 (unaudited)		—		$	11.51		(13.98	)%		1.15	%		0.14	%		1.26	%	$	280,289		4	%
Year Ended 12/31/18		—		$	13.38		(45.63	)%		1.15	%		(0.29	)%		1.20	%	$	393,581		26	%
Year Ended 12/31/17		—		$	24.60		1.36	%		1.15	%		(0.58	)%		1.19	%	$	1,126,533		57	%(f)
Year Ended 12/31/16		—	(g)	$	24.38		53.67	%(h)		1.15	%		(0.19	)%		1.17	%	$	1,300,024		29	%
Year Ended 12/31/15		—		$	15.80		(37.99	)%		1.14	%		(0.21	)%		1.14	%	$	1,174,590		33	%
Year Ended 12/31/14		—		$	25.48		(22.56	)%		1.13	%		0.24	%		1.14	%	$	2,230,527		34	%

See notes to financial statements.

43

Victory Portfolios Notes to Financial Statements
June 30, 2019

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. 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 42 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. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following five Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory RS Partners Fund	RS Partners Fund	Classes A, R and Y
Victory RS Value Fund	RS Value Fund	Classes A, C, R and Y
Victory RS Large Cap Alpha Fund	RS Large Cap Alpha Fund	Classes A, C, R and Y
Victory RS Investors Fund	RS Investors Fund	Classes A, C, R and Y
Victory Global Natural Resources Fund	Global Natural Resources Fund	Classes A, C, R and Y

Each class of shares of a Fund has substantially identical rights and privileges except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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 Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

Investment Valuation:

The Funds record 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 Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)

44

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.

Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (the "Board"). These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value.

A summary of the valuations as of June 30, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments:

	LEVEL 1 — Quoted Prices		LEVEL 3 — Other Significant Unobservable Inputs		Total
	Investments in Securities		Investments in Securities		Investments in Securities
RS Partners Fund
Common Stocks	$	415,374,602	$	—	$	415,374,602
Preferred Stocks		—		1,165,689		1,165,689
Collateral for Securities Loaned		28,299,844		—		28,299,844
Total		443,674,446		1,165,689		444,840,135
RS Value Fund
Common Stocks		381,590,307		—		381,590,307
Collateral for Securities Loaned		19,301,098		—		19,301,098
Total		400,891,405		—		400,891,405
RS Large Cap Alpha Fund
Common Stocks		525,597,635		—		525,597,635
Collateral for Securities Loaned		7,151,735		—		7,151,735
Total		532,749,370		—		532,749,370
RS Investors Fund
Common Stocks		40,549,505		—		40,549,505
Collateral for Securities Loaned		1,554,312		—		1,554,312
Total		42,103,817		—		42,103,817
Global Natural Resources Fund
Common Stocks		313,792,094		—		313,792,094
Collateral for Securities Loaned		7,701,671		—		7,701,671
Total		321,493,765		—		321,493,765

45

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

Investment in Securities	RS Partners Fund
Balance as of December 31, 2018	$	1,165,689
Accrued discount (premium)		—
Realized Gain (Loss)		—
Change in Unrealized Appreciation/Depreciation		—
Purchases		—
Sales Proceeds		—
Transfers into Level 3		—
Transfers out of Level 3		—
Balance as of June 30, 2019	$	1,165,689

The following is a summary of quantitative information about Level 3 Fair Value Measurements:

RS Partners Fund	Fair Value as of June 30, 2019*		Valuation Techniques	Unobservable Input	Input Values	Impact to valuation from an increase to input
Preferred Stocks	$	1,165,689	Market	Premium / Discount	Market Transactions	Any change to the premium or discount would result in direct and proportional changes in the fair value of the security.

*  Level 3 securities are typically valued by the Adviser, pursuant to fair valuation procedures approved by the Board of Trustees. The appropriateness of fair values for these securities is monitored on an ongoing basis, by the Adviser, which may include back testing, results of vendor due diligence, audited financial information, unchanged price review and consideration of market and/or sector events.

Real Estate Investment Trusts ("REITS"):

The Funds may invest in REITS which report information on the source of their distributions annually. REITS are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITS during the year are recorded as realized gains or return of capital as estimated by the Funds or when such information becomes known.

Foreign Exchange Currency Contracts:

The Funds may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by a Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Funds do 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 Funds' 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. A 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

46

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of June 30, 2019, the Funds had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. The Funds continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of the these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2019. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized Assets (Value of		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 Days		>90 Days		Net Amount
RS Partners Fund	$	27,831,841	$	27,831,841	$	—	$	—	$	—	$	—
RS Value Fund		19,095,830		19,095,830		—		—		—		—
RS Large Cap Alpha Fund		7,014,962		7,014,962		—		—		—		—

47

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

	Gross Amount of Recognized Assets (Value of		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 Days		>90 Days		Net Amount
RS Investors Fund	$	1,536,091	$	1,536,091	$	—	$	—	$	—	$	—
Global Natural Resources Fund		7,597,758		7,597,758								—

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid annually for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Funds have a tax year end of December 31.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., all open tax years and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Affiliated Securities Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2019

  (Unaudited)

in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2019 were as follows:

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)
RS Partners Fund	$	123,477,862	$	219,039,353
RS Value Fund		116,436,453		166,570,387
RS Large Cap Alpha Fund		119,787,565		162,787,632
RS Investors Fund		13,099,676		19,180,240
Global Natural Resources Fund		18,014,079		93,360,159

For the six months ended June 30, 2019, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

Investment advisory services are provided to the Funds by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

VCM has entered into a Sub-Advisory Agreement with SailingStone Capital Partners LLC ("SailingStone"). SailingStone is responsible for providing day-to-day investment advisory services to the Global Natural Resources Fund, subject to the oversight of the Board of Trustees of the Trust. Sub-investment advisory fees paid by VCM to SailingStone do not represent a separate or additional expense to the Funds.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

	Adviser Fee Rate
RS Partners Fund		1.00	%
RS Value Fund		0.85	%
RS Large Cap Alpha Fund		0.50	%
RS Investors Fund		1.00	%
Global Natural Resources Fund		1.00	%

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, N.A., acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' 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.

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The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The funds in the Victory Funds Complex, in the aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the six months ended June 30, 2019, the Distributor received approximately $10,306 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2019, the expense limits (excluding voluntary waivers) are as follows:

	In effect January 1, 2019 until April 30, 2020
	Class A Shares			Class C Shares			Class R Shares			Class Y Shares
RS Partners Fund		1.45	%		N/A			1.81	%		1.12	%
RS Value Fund		1.30	%		2.07	%		1.69	%		1.06	%
RS Large Cap Alpha Fund		0.89	%		1.69	%		1.26	%		0.68	%
RS Investors Fund		1.33	%		2.07	%		1.95	%		1.05	%
Global Natural Resources Fund		1.48	%		2.28	%		1.86	%		1.15	%

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".

As of June 30, 2019, the following amounts are available to be repaid to the Adviser.

	Expires 12/31/19		Expires 12/31/20		Expires 12/31/21		Expires 12/31/22		Total
RS Partners Fund	$	243,315	$	487,905	$	386,406	$	189,595	$	1,307,221
RS Value Fund		210,691		94,907		116,096		84,787		506,481

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	Expires 12/31/19		Expires 12/31/20		Expires 12/31/21		Expires 12/31/22		Total
RS Large Cap Alpha Fund	$	137,276	$	283,005	$	236,137	$	174,407	$	830,825
RS Investors Fund		86,542		179,335		163,946		78,806		508,629
Global Natural Resources Fund		118,930		697,524		577,205		316,678		1,710,337

The Adviser, may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2019.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, and Legal Counsel.

5. Risks:

Each Fund may be subject to other risks in addition to these identified risks.

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended June 30, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. This agreement was in effect through July 26, 2019. Effective July 1, 2019, the current agreement was amended to include the USAA Mutual Funds Complex and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in affect for the six months ended June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2019, Citibank earned approximately $76 thousand in commitment fees from the Victory Funds Complex. Effective July 1, 2019, Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed, including the USAA Mutual Funds Complex, commencing July 1, 2019. Interest

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charged to each Fund during the period is presented on the Statements of Operations under line of credit fees.

The Funds did not utilize the Line of Credit during the six months ended June 30, 2019.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period is presented on the Statement of Operations under interfund lending fees. As a Lender, interest earned by each Fund during the period is presented on the Statement of Operations under Income on interfund lending.

The Funds did not utilize or participate in the Facility during the six months ended June 30, 2019.

7. Federal Income Tax Information:

The tax character of distributions paid and the tax basis of current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2019.

The tax character of distributions paid during the most recent tax year ended December 31, 2018, was as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):

	Year Ended December 31, 2018
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
RS Partners Fund	$	21,072,795	$	64,795,114	$	85,867,909	$	85,867,909
RS Value Fund		17,224,429		33,453,011		50,677,440		50,677,440
RS Large Cap Alpha Fund		11,094,267		78,647,453		89,741,720		89,741,720
RS Investors Fund		1,664,202		4,543,064		6,207,266		6,207,266

As of the most recent tax year ended December 31, 2018, the components of distributable earnings/accumulated deficit on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*			Total Accumulated Earnings (Deficit)
RS Partners Fund	$	—	$	6,637,062	$	6,637,062	$	—		$	5,657,974		$	12,295,036
RS Value Fund		—		956,773		956,773		—			(7,303,389	)		(6,346,616	)
RS Large Cap Alpha Fund		1,805,721		5,706,806		7,512,527		—			6,041,182			13,553,709
RS Investors Fund		—		108,057		108,057		—			(1,185,672	)		(1,077,615	)
Global Natural Resources Fund		—		—		—		(1,350,964,403	)		(488,349,248	)		(1,839,313,651	)

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

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As of the most recent tax year ended December 31, 2018, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the tables below:

	Short-Term Amount		Long-Term Amount		Total
Global Natural Resources Fund	$	—	$	1,350,964,403	$	1,350,964,403

As of June 30, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
RS Partners Fund	$	375,500,940	$	78,380,470	$	(9,041,275	)	$	69,339,195
RS Value Fund		352,495,692		60,418,406		(12,022,693	)		48,395,713
RS Large Cap Alpha Fund		446,560,285		98,377,382		(12,188,297	)		86,189,085
RS Investors Fund		35,752,756		7,854,818		(1,503,757	)		6,351,061
Global Natural Resources Fund		827,291,684		31,866,762		(537,664,681	)		(505,797,919	)

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net".

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2019, The shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.

	Shareholder	Percent
RS Partners Fund	National Financial Services LLC		33.8	%

10. Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update "ASU") No. 2018-13, "Fair Value Measurements" ("ASU 2018-13"). This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurements. ASU 2018-13 does not change fair value measurements already required or permitted by existing standards. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. As permitted, the Funds have early adopted ASU 2018-13 with the financial statements prepared as of June 30, 2019.

11. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.

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Victory Portfolios Supplemental Information
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Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations. The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 20 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, 67	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, 72	Vice Chair and Trustee	August 2002	Retired.	Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).
E. Lee Beard, 68*	Trustee	May 2005	Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).	None.
Dennis M. Bushe, 75	Trustee	July 2016	Retired.	Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

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Name and Age	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Sally M. Dungan, 65	Trustee	February 2011	Chief Investment Officer, Tufts University (since 2002).	None.
John L. Kelly, 66	Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, 62*	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, 58	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).
Leigh A. Wilson, 74	Chair and Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown, 47**	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).	None.

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling 800-539-3863.

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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, 57	President	February 2006*	Director of Mutual Fund Administration, the Adviser.
Scott A. Stahorsky, 50	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).
Erin G. Wagner, 45	Secretary	December 2014	Associate General Counsel, the Adviser (since 2013).
Allan Shaer, 54	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, 35	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).
Colin Kinney, 45	Chief Compliance Officer	July 2017	Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.
Chuck Booth, 59	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.
Jay G. Baris, 65	Assistant Secretary	December 1997	Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Prior to the implementation of Form N-PORT, the Trust filed a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-PORT and Forms N-Q are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2019 through June 30, 2019.

The Actual Expense figures in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

The Hypothetical Expense figures in the table below provide information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Fund	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS Partners Fund
Class A Shares	$	1,000.00	$	1,224.40	$	1,017.60	$	8.00	$	7.25		1.45	%
Class R Shares		1,000.00		1,222.20		1,015.82		9.97		9.05		1.81	%
Class Y Shares		1,000.00		1,226.40		1,019.24		6.18		5.61		1.12	%

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Fund	Beginning Account Value 1/1/19		Actual Ending Account Value 6/30/19		Hypothetical Ending Account Value 6/30/19		Actual Expenses Paid During Period 1/1/19- 6/30/19*		Hypothetical Expenses Paid During Period 1/1/19- 6/30/19*		Annualized Expense Ratio During Period 1/1/19- 6/30/19
RS Value Fund
Class A Shares	$	1,000.00	$	1,218.90	$	1,018.35	$	7.15	$	6.51		1.30	%
Class C Shares		1,000.00		1,214.00		1,014.53		11.36		10.34		2.07	%
Class R Shares		1,000.00		1,216.60		1,016.41		9.29		8.45		1.69	%
Class Y Shares		1,000.00		1,220.00		1,019.54		5.83		5.31		1.06	%
RS Large Cap Alpha Fund
Class A Shares		1,000.00		1,187.20		1,020.38		4.83		4.46		0.89	%
Class C Shares		1,000.00		1,182.50		1,016.41		9.15		8.45		1.69	%
Class R Shares		1,000.00		1,184.70		1,018.55		6.83		6.31		1.26	%
Class Y Shares		1,000.00		1,188.30		1,021.42		3.69		3.41		0.68	%
RS Investors Fund
Class A Shares		1,000.00		1,219.10		1,018.20		7.32		6.66		1.33	%
Class C Shares		1,000.00		1,215.10		1,014.53		11.37		10.34		2.07	%
Class R Shares		1,000.00		1,215.30		1,015.12		10.71		9.74		1.95	%
Class Y Shares		1,000.00		1,220.30		1,019.59		5.78		5.26		1.05	%
Global Natural Resources Fund
Class A Shares		1,000.00		859.30		1,017.46		6.82		7.40		1.48	%
Class C Shares		1,000.00		855.50		1,013.49		10.49		11.38		2.28	%
Class R Shares		1,000.00		857.10		1,015.57		8.56		9.30		1.86	%
Class Y Shares		1,000.00		860.20		1,019.09		5.30		5.76		1.15	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.

Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)

VPRSVF-SAR  (6/19)

Item 2. Code of Ethics.

Not applicable — only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable — only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable — only for annual reports.

Item 5.Audit Committee of Listed Registrants.

Not applicable.

Item 6.Investments.

(a)	Not applicable.
(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)(1)	Not applicable.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(b)	Not applicable.

Item 13. Exhibits.

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		Victory Portfolios
By (Signature and Title)*			/s/ Allan Shaer
			Allan Shaer, Principal Financial Officer
Date	September 3, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)*			/s/ Christopher K. Dyer
			Christopher K. Dyer, Principal Executive Officer
Date	August 30, 2019
By (Signature and Title)*			/s/ Allan Shaer
			Allan Shaer, Principal Financial Officer
Date	September 3, 2019