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, OH 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-539-3863

Date of fiscal year end: October 31

Date of reporting period: April 30, 2020

Item 1. Reports to Stockholders.

April 30, 2020

Semi Annual Report

Victory Diversified Stock Fund

Victory NewBridge Large Cap Growth Fund

Victory Special Value Fund

Victory Strategic Allocation Fund

Victory INCORE Fund for Income

Victory INCORE Investment Grade Convertible Fund

Beginning 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 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
Victory Diversified Stock Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	6
Statements of Assets and Liabilities	20-21
Statements of Operations	24
Statements of Changes in Net Assets	26-28
Financial Highlights	32-35
Victory NewBridge Large Cap Growth Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	9
Statements of Assets and Liabilities	20-21
Statements of Operations	24
Statements of Changes in Net Assets	26-28
Financial Highlights	36-37
Victory Special Value Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	11
Statements of Assets and Liabilities	20-21
Statements of Operations	24
Statements of Changes in Net Assets	26-28
Financial Highlights	38-41
Victory Strategic Allocation Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	14
Statements of Assets and Liabilities	22-23
Statements of Operations	25
Statements of Changes in Net Assets	29-31
Financial Highlights	42-43
Victory INCORE Fund for Income
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	15
Statements of Assets and Liabilities	22-23
Statements of Operations	25
Statements of Changes in Net Assets	29-31
Financial Highlights	44-47
Victory INCORE Investment Grade Convertible Fund
Investment Objectives & Portfolio Holdings	5
Schedule of Portfolio Investments	17
Statements of Assets and Liabilities	22-23
Statements of Operations	25
Statements of Changes in Net Assets	29-31
Financial Highlights	48-49
Notes to Financial Statements	50

1

Supplemental Information
Proxy Voting and Portfolio Holdings Information	62
Expense Examples	62
Considerations of the Board in Continuing the Investment Advisory Agreement	64
Privacy Policy (inside back cover)

The Funds are distributed by Victory Capital Services, 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 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

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3

Victory Portfolios April 30, 2020

  (Unaudited)

Investment Objectives & Portfolio Holdings:

Diversified Stock Fund
Seeks to provide long-term growth of capital.

Portfolio Holdings

As a Percentage of Total Investments

NewBridge Large Cap Growth Fund
Seeks to provide long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

Special Value Fund
Seeks to provide long-term growth of capital
and dividend income.

Portfolio Holdings

As a Percentage of Total Investments

Strategic Allocation Fund
Seeks to provide income and long-term
growth of capital.

Portfolio Holdings

As a Percentage of Total Investments

4

Victory Portfolios April 30, 2020

  (Unaudited)

Investment Objectives & Portfolio Holdings: (continued)

INCORE Fund for Income
Seeks to provide a high level of current income
consistent with preservation of shareholder's capital.

Portfolio Holdings

As a Percentage of Total Investments

INCORE Investment Grade Convertible Fund
Seeks to provide a high level of current income
together with long-term capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

5

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.7%)
Communication Services (10.9%):
Alphabet, Inc., Class C (a)		7,604	$	10,256
Comcast Corp., Class A		78,359		2,948
Facebook, Inc., Class A (a)		25,359		5,191
Netflix, Inc. (a)		7,494		3,146
Nexstar Media Group, Inc., Class A		19,457		1,363
T-Mobile US, Inc. (a)		35,144		3,086
				25,990
Communications Equipment (1.3%):
Cisco Systems, Inc.		41,847		1,773
Lumentum Holdings, Inc. (a)		16,028		1,297
				3,070
Consumer Discretionary (13.0%):
Amazon.com, Inc. (a)		5,288		13,082
Boyd Gaming Corp.		137,472		2,294
D.R. Horton, Inc.		27,714		1,309
Dollar General Corp.		21,683		3,801
Installed Building Products, Inc. (a)		22,875		1,128
LGI Homes, Inc. (a)		22,088		1,338
Marriott Vacations Worldwide Corp.		12,252		1,017
Meritage Homes Corp. (a)		26,237		1,379
Skechers USA, Inc., Class A (a)		64,615		1,821
Target Corp.		22,681		2,489
TopBuild Corp. (a)		14,367		1,339
				30,997
Consumer Staples (8.5%):
Kimberly-Clark Corp.		22,408		3,103
PepsiCo, Inc.		25,004		3,307
Philip Morris International, Inc.		17,425		1,300
The Coca-Cola Co.		35,882		1,647
The Kroger Co.		94,508		2,987
The Procter & Gamble Co.		28,591		3,370
US Foods Holding Corp. (a)		120,535		2,592
Walmart, Inc.		16,880		2,052
				20,358
Electronic Equipment, Instruments & Components (1.2%):
CDW Corp.		26,673		2,955
Energy (1.8%):
Chevron Corp.		14,038		1,291
Phillips 66		19,844		1,453
Valero Energy Corp.		22,639		1,434
				4,178
Financials (7.3%):
Ameriprise Financial, Inc.		22,728		2,613
Citigroup, Inc.		45,639		2,216

See notes to financial statements.

6

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Essent Group Ltd.		82,376	$	2,250
Flagstar Bancorp, Inc.		77,220		2,000
Meta Financial Group, Inc. (b)		72,889		1,343
NMI Holdings, Inc., Class A (a)		106,825		1,444
Primerica, Inc.		18,011		1,872
Stifel Financial Corp.		24,534		1,086
Western Alliance Bancorp		70,980		2,547
				17,371
Health Care (14.7%):
AbbVie, Inc. (b)		57,437		4,721
Bristol-Myers Squibb Co.		70,143		4,266
Charles River Laboratories International, Inc. (a)		21,738		3,146
HCA Healthcare, Inc.		20,879		2,294
ICON PLC (a)		19,070		3,060
Medtronic PLC		10,113		987
Merck & Co., Inc.		38,823		3,080
Pfizer, Inc.		70,248		2,695
Regeneron Pharmaceuticals, Inc. (a)		5,800		3,050
Syneos Health, Inc. (a)		38,181		2,130
UnitedHealth Group, Inc.		19,750		5,776
				35,205
Industrials (7.3%):
Federal Signal Corp.		102,087		2,749
Kansas City Southern		16,696		2,180
L3Harris Technologies, Inc.		15,546		3,011
Lockheed Martin Corp.		10,899		4,240
Old Dominion Freight Line, Inc.		9,357		1,359
Universal Forest Products, Inc.		55,317		2,275
XPO Logistics, Inc. (a)(b)		24,164		1,613
				17,427
IT Services (5.6%):
Booz Allen Hamilton Holdings Corp.		37,460		2,751
EPAM Systems, Inc. (a)		12,136		2,681
Fiserv, Inc. (a)		21,741		2,241
Leidos Holdings, Inc.		25,479		2,518
Mastercard, Inc., Class A		5,071		1,394
Visa, Inc., Class A (b)		10,477		1,872
				13,457
Materials (1.4%):
Silgan Holdings, Inc.		38,897		1,342
Vulcan Materials Co.		18,018		2,035
				3,377
Real Estate (1.7%):
American Tower Corp.		8,845		2,105
CBRE Group, Inc., Class A (a)		45,677		1,961
				4,066

See notes to financial statements.

7

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (3.7%):
Broadcom, Inc.		15,908	$	4,321
NVIDIA Corp.		15,641		4,571
				8,892
Software (12.0%):
Adobe, Inc. (a)		9,281		3,282
Microsoft Corp.		91,577		16,412
Oracle Corp.		53,210		2,819
Salesforce.com, Inc. (a)		26,336		4,265
ServiceNow, Inc. (a)		4,421		1,554
				28,332
Technology Hardware, Storage & Peripherals (5.3%):
Apple, Inc.		43,225		12,700
Total Common Stocks (Cost $194,732)				228,375
Exchange-Traded Funds (2.5%)
SPDR S&P 500 ETF Trust		20,472		5,947
Total Exchange-Traded Funds (Cost $5,631)				5,947
Collateral for Securities Loaned^ (3.3%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (c)		147,588		148
Fidelity Investments Money Market Government Portfolio, Institutional Class, 0.18% (c)		3,379,472		3,379
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (c)		73,622		74
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67% (c)		1,026,322		1,026
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (c)		587,291		587
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (c)		2,640,573		2,641
Total Collateral for Securities Loaned (Cost $7,855)				7,855
Total Investments (Cost $208,218) — 101.5%				242,177
Liabilities in excess of other assets — (1.5)%				(3,462	)
NET ASSETS — 100.00%			$	238,715

^  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 April 30, 2020.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

8

Victory Portfolios
Victory NewBridge Large Cap Growth Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.7%)
Communication Services (13.3%):
Activision Blizzard, Inc.		8,873	$	565
Alphabet, Inc., Class C (a)		565		762
Facebook, Inc., Class A (a)		3,359		688
				2,015
Consumer Discretionary (21.5%):
Alibaba Group Holding Ltd., ADR (a)		2,823		572
Amazon.com, Inc. (a)		509		1,259
Burlington Stores, Inc. (a)		2,839		519
Lululemon Athletica, Inc. (a)		2,747		614
Ulta Beauty, Inc. (a)		1,300		283
				3,247
Electronic Equipment, Instruments & Components (2.1%):
Keysight Technologies, Inc. (a)		3,362		325
Financials (3.4%):
MSCI, Inc.		1,550		507
Health Care (16.3%):
Edwards Lifesciences Corp. (a)		1,966		428
UnitedHealth Group, Inc.		1,794		525
Veeva Systems, Inc., Class A (a)		2,584		493
Vertex Pharmaceuticals, Inc. (a)		1,619		407
Zoetis, Inc.		4,628		598
				2,451
Industrials (5.3%):
CoStar Group, Inc. (a)		738		478
Uber Technologies, Inc. (a)		10,321		312
				790
IT Services (15.5%):
EPAM Systems, Inc. (a)		2,352		520
PayPal Holdings, Inc. (a)		5,171		636
Shopify, Inc., Class A (a)		433		274
Visa, Inc., Class A		5,257		939
				2,369
Semiconductors & Semiconductor Equipment (4.8%):
NVIDIA Corp.		2,463		720
Software (16.5%):
Adobe, Inc. (a)		1,284		454
Proofpoint, Inc. (a)		2,687		327
Salesforce.com, Inc. (a)		3,077		498
ServiceNow, Inc. (a)		2,525		889
The Trade Desk, Inc., Class A (a) (b)		1,174		343
				2,511
Total Common Stocks (Cost $7,949)				14,935

See notes to financial statements.

9

Victory Portfolios
Victory NewBridge Large Cap Growth Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (2.3%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (c)		6,556	$	7
Fidelity Investments Money Market Government Portfolio, Institutional Class, 0.18% (c)		150,126		150
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (c)		3,270		3
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67% (c)		45,592		46
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (c)		26,089		26
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (c)		117,302		117
Total Collateral for Securities Loaned (Cost $349)				349
Total Investments (Cost $8,298) — 101.0%				15,284
Liabilities in excess of other assets — (1.0)%				(155	)
NET ASSETS — 100.00%			$	15,129

^  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 April 30, 2020.

ADR — American Depositary Receipt

See notes to financial statements.

10

Victory Portfolios
Victory Special Value Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.6%)
Communication Services (10.9%):
Alphabet, Inc., Class C (a)		1,379	$	1,859
Comcast Corp., Class A		14,210		535
Facebook, Inc., Class A (a)		4,585		939
Netflix, Inc. (a)		1,355		569
Nexstar Media Group, Inc., Class A		3,558		249
T-Mobile US, Inc. (a)		6,340		557
				4,708
Communications Equipment (1.3%):
Cisco Systems, Inc.		7,591		322
Lumentum Holdings, Inc. (a)		2,907		235
				557
Consumer Discretionary (13.0%):
Amazon.com, Inc. (a)		969		2,398
Boyd Gaming Corp.		24,901		416
D.R. Horton, Inc.		5,043		238
Dollar General Corp.		3,887		681
Installed Building Products, Inc. (a)		4,101		202
LGI Homes, Inc. (a) (b)		4,019		243
Marriott Vacations Worldwide Corp.		2,209		183
Meritage Homes Corp. (a)		4,774		251
Skechers USA, Inc., Class A (a)		11,719		330
Target Corp.		4,078		448
TopBuild Corp. (a)		2,614		244
				5,634
Consumer Staples (8.5%):
Kimberly-Clark Corp.		4,066		563
PepsiCo, Inc.		4,529		599
Philip Morris International, Inc.		3,110		232
The Coca-Cola Co.		6,500		298
The Kroger Co.		17,147		542
The Procter & Gamble Co.		5,137		606
US. Foods Holding Corp. (a)		21,656		466
Walmart, Inc.		3,070		373
				3,679
Electronic Equipment, Instruments & Components (1.2%):
CDW Corp.		4,811		533
Energy (1.7%):
Chevron Corp.		2,545		234
Phillips 66		3,581		262
Valero Energy Corp.		3,909		248
				744

See notes to financial statements.

11

Victory Portfolios
Victory Special Value Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Financials (7.2%):
Ameriprise Financial, Inc.		4,118	$	474
Citigroup, Inc.		8,300		403
Essent Group Ltd.		14,418		394
Flagstar Bancorp, Inc.		13,945		361
Meta Financial Group, Inc.		13,153		242
NMI Holdings, Inc., Class A (a)		19,243		260
Primerica, Inc.		3,277		341
Stifel Financial Corp.		4,408		195
Western Alliance Bancorp		12,708		456
				3,126
Health Care (14.7%):
AbbVie, Inc.		10,319		848
Bristol-Myers Squibb Co.		12,678		770
Charles River Laboratories International, Inc. (a)		3,921		567
HCA Healthcare, Inc.		3,790		416
ICON PLC (a)		3,440		552
Medtronic PLC		1,835		179
Merck & Co., Inc.		7,003		556
Pfizer, Inc.		12,631		485
Regeneron Pharmaceuticals, Inc. (a)		1,046		550
Syneos Health, Inc. (a)		6,866		383
UnitedHealth Group, Inc.		3,594		1,052
				6,358
Industrials (7.3%):
Federal Signal Corp.		18,294		493
Kansas City Southern		3,041		397
L3Harris Technologies, Inc.		2,807		544
Lockheed Martin Corp.		1,972		766
Old Dominion Freight Line, Inc.		1,698		247
Universal Forest Products, Inc.		9,924		408
XPO Logistics, Inc. (a) (b)		4,384		293
				3,148
IT Services (5.7%):
Booz Allen Hamilton Holdings Corp.		6,774		496
EPAM Systems, Inc. (a)		2,189		484
Fiserv, Inc. (a)		3,880		400
Leidos Holdings, Inc.		4,548		449
Mastercard, Inc., Class A		922		254
Visa, Inc., Class A		1,905		340
				2,423
Materials (1.4%):
Silgan Holdings, Inc.		7,057		243
Vulcan Materials Co.		3,237		366
				609

See notes to financial statements.

12

Victory Portfolios
Victory Special Value Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Real Estate (1.7%):
American Tower Corp.		1,596	$	380
CBRE Group, Inc., Class A (a)		8,311		357
				737
Semiconductors & Semiconductor Equipment (3.7%):
Broadcom, Inc.		2,858		776
NVIDIA Corp.		2,865		838
				1,614
Software (12.0%):
Adobe, Inc. (a)		1,697		600
Microsoft Corp.		16,559		2,967
Oracle Corp.		9,645		511
Salesforce.com, Inc. (a)		4,823		781
ServiceNow, Inc. (a)		805		283
				5,142
Technology Hardware, Storage & Peripherals (5.3%):
Apple, Inc.		7,855		2,308
Total Common Stocks (Cost $36,088)				41,320
Exchange-Traded Funds (2.5%)
SPDR S&P 500 ETF Trust		3,704		1,076
Total Exchange-Traded Funds (Cost $1,004)				1,076
Collateral for Securities Loaned^ (1.2%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (c)		9,453		9
Fidelity Investments Money Market Government Portfolio, Institutional Class, 0.18% (c)		216,455		216
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (c)		4,715		5
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67% (c)		65,736		66
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (c)		37,616		38
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (c)		169,128		169
Total Collateral for Securities Loaned (Cost $503)				503
Total Investments (Cost $37,595) — 99.3%				42,899
Other assets in excess of liabilities — 0.7%				324
NET ASSETS — 100.00%			$	43,223

^  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 April 30, 2020.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

13

Victory Portfolios
Victory Strategic Allocation Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (6.8%)
VictoryShares US Multi-Factor Minimum Volatility ETF		51,490	$	1,508
Total Affiliated Exchange-Traded Funds (Cost $1,307)				1,508
Affiliated Mutual Funds (93.2%)
Victory INCORE Total Return Bond Fund, Class R6		327,464		3,209
Victory Integrity Discovery Fund, Class Y		24,258		604
Victory Market Neutral Income Fund, Class I		542,049		5,290
Victory RS Global Fund, Class Y (a)		479,056		6,300
Victory RS Partners Fund, Class Y		34,289		658
Victory Sophus Emerging Markets Small Cap Fund, Class Y		270,871		1,503
Victory Trivalent Emerging Markets Small-Cap Fund, Class Y		161,324		1,610
Victory Trivalent International Small-Cap Fund, Class I		133,014		1,523
Total Affiliated Mutual Funds (Cost $21,862)				20,697
Total Investments (Cost $23,169) — 100.0%				22,205
Other assets in excess of liabilities — 0.0%				10
NET ASSETS — 100.00%			$	22,215

(a)  Represents investments greater than 25% of the Fund's net assets. Performance of the Fund may be adversely impacted by concentrated investments in securities. The financial statements and portfolio holdings for these securities can be found at www.sec.gov.

ETF — Exchange-Traded Fund

See notes to financial statements.

14

Victory Portfolios
Victory INCORE Fund for Income Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount			Value
Government National Mortgage Association (72.3%)
Multi-family (0.5%):
Collateralized Mortgage Obligations (0.3%):
Government National Mortgage Assoc.
Series 2012-33, Class AB, 7.00%, 3/16/46	$	2,407		$	2,558
Pass-throughs (0.2%):
Government National Mortgage Assoc.
7.49%, 8/15/20 – 11/15/20		5			5
7.50%, 8/15/21		6			6
7.92%, 7/1/23		225			225
8.00%, 1/15/31 – 11/15/33		1,134			1,135
7.75%, 9/15/33		407			407
					1,778
Single Family (71.8%):
Collateralized Mortgage Obligations (3.0%):
Government National Mortgage Assoc.
Series 1999-4, Class ZB, 6.00%, 2/20/29		229			229
Series 2001-10, Class PE, 6.50%, 3/16/31		180			180
Series 2002-22, Class GF, 6.50%, 3/20/32		31			31
Series 2005-74, Class HB, 7.50%, 9/16/35		14			16
Series 2005-74, Class HC, 7.50%, 9/16/35		70			82
Series 2011-166, Class NT, 7.75%, 11/20/31 (a)		1,045			1,234
Series 2012-106, Class JM, 7.30%, 10/20/34 (a)		834			991
Series 2012-30, Class WB, 7.07%, 11/20/39 (a)		3,271			3,821
Series 2013-190, Class KT, 8.12%, 9/20/30 (a)		470			539
Series 2013-51, Class BL, 6.08%, 4/20/34 (a)		2,229			2,607
Series 2013-64, Class KY, 6.87%, 12/20/38 (a)		1,348			1,565
Series 2013-70, Class KP, 7.05%, 2/20/39 (a)		1,113			1,333
Series 2014-69, Class W, 7.21%, 11/20/34 (a)		165			194
Series 2014-74, Class PT, 7.78%, 5/16/44 (a)		282			325
Series 2015-77, Class PT, 7.74%, 6/20/39 (a)		685			789
Series 2019-22, Class PT, 7.91%, 2/20/49 (a)		9,836			11,430
					25,366
Pass-throughs (68.8%):
Government National Mortgage Assoc.
9.00%, 6/15/20 – 12/15/30		3,399			3,828
9.50%, 6/15/20 – 9/15/27		203			221
7.75%, 11/15/20		17			17
10.50%, 12/15/20		—	(b)		—	(b)
6.00%, 1/15/22 – 2/20/49		66,396			76,199
7.95%, 9/15/22		11			11
7.13%, 3/15/23 – 7/15/25		650			673
5.50%, 7/15/23		22			24
6.50%, 8/20/23 – 2/20/41 (c) (d)		164,158			193,610
7.00%, 12/15/23 – 1/15/39		114,133			135,984
7.50%, 3/15/24 – 5/15/49		88,775			104,361
8.00%, 6/20/24 – 5/15/49		51,251			61,358

See notes to financial statements.

15

Victory Portfolios
Victory INCORE Fund for Income Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
10.00%, 4/15/25 – 2/15/26	$	47	$	47
6.13%, 6/20/28 – 9/20/29		447		473
6.28%, 10/20/28 – 10/20/29		805		869
6.10%, 5/20/29 – 7/20/31		685		745
7.30%, 4/20/30 – 2/20/31		302		323
6.49%, 5/20/31 – 3/20/32		1,095		1,209
8.50%, 6/15/31 – 7/15/32		8,698		10,168
				590,120
Total Government National Mortgage Association (Cost $605,507)				619,822
U.S. Treasury Obligations (26.5%)
U.S. Treasury Bills, 0.11%, 9/24/20 (e)		101,461		101,414
U.S. Treasury Bonds, 8.00%, 11/15/21		112,049		125,525
Total U.S. Treasury Obligations (Cost $226,138)				226,939
Investment Companies (1.6%)
BlackRock Liquidity Funds Fedfund Portfolio, 0.20%		13,479,400		13,479
Total Investment Companies (Cost $13,479)				13,479
Total Investments (Cost $845,124) — 100.4%				860,240
Liabilities in excess of other assets — (0.4)%				(3,596	)
NET ASSETS — 100.00%			$	856,644

(a)  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 April 30, 2020.

(b)  Rounds to less than $1 thousand.

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

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

(e)  Rate represents the effective yield at April 30, 2020.

See notes to financial statements.

16

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Convertible Corporate Bonds (67.5%)
Communication Services (0.6%):
Snap, Inc., 0.75%, 8/1/26 (a)	$	1,595	$	1,651
Consumer Discretionary (4.4%):
Booking Holdings, Inc.
0.35%, 6/15/20		4,750		5,361
0.90%, 9/15/21		3,522		3,555
0.75%, 5/1/25 (a)		3,720		4,197
				13,113
Financials (15.7%):
Ares Capital Corp.
3.75%, 2/1/22		8,335		8,099
4.63%, 3/1/24		3,845		3,683
Barclays Bank PLC
0.00%, 2/4/25 (b)		3,025		3,501
0.00%, 2/18/25		1,595		1,635
BlackRock Capital Investment Corp., 5.00%, 6/15/22		3,712		3,080
Blackstone Mortgage Trust, Inc., 4.75%, 3/15/23 (c)		4,000		3,519
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a)		9,355		9,037
MGIC Investment Corp. Convertible Subordinated Notes, 9.00%, 4/1/63 (a)		4,127		5,323
Prospect Capital Corp., 4.95%, 7/15/22, Callable 4/15/22 @ 100		5,923		5,607
TPG Specialty Lending, Inc., 4.50%, 8/1/22		2,985		2,951
				46,435
Health Care (17.8%):
ALZA Corp. Convertible Subordinated Notes, 7/28/20, Callable 5/21/20 @ 99.44 (d)		5,029		10,381
Anthem, Inc., 2.75%, 10/15/42		3,649		14,469
Bristol-Myers Squibb Co., Convertible Subordinated Notes, 0.24% (LIBOR03M-50bps), 9/15/23, Callable 6/5/20 @ 100 (e) (f)		2,466		3,797
Danaher Corp., Convertible Subordinated Notes, 1/22/21, Callable 5/21/20 @ 98.42 (d)		1,557		9,722
Illumina, Inc., Convertible Subordinated Notes, 0.50%, 6/15/21 (b)		9,352		12,472
Teladoc Health, Inc., 3.00%, 12/15/22		500		1,946
				52,787
Industrials (6.6%):
Dycom Industries, Inc., 0.75%, 9/15/21		1,555		1,435
Fortive Corp., 0.88%, 2/15/22		10,380		9,976
Macquarie Infrastructure, 2.00%, 10/1/23		6,441		5,161
Southwest Airlines Co., 1.25%, 5/1/25		2,650		2,912
				19,484
Information Technology (15.3%):
Akamai Technologies, Inc., 0.13%, 5/1/25		4,622		5,473
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (b)		4,705		4,265
Micron Technology, Inc., Convertible Subordinated Notes, 3.13%, 5/1/32		1,093		5,162
Novellus Systems, Inc., Convertible Subordinated Notes, 2.63%, 5/15/41		1,521		12,134
Nuance Communication, Inc. Convertible Subordinated Notes, 1.00%, 12/15/35, Callable 12/20/22 @ 100		2,345		2,442

See notes to financial statements.

17

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
ON Semiconductor Corp.
1.00%, 12/1/20	$	925	$	967
1.63%, 10/15/23 (b)		660		722
Palo Alto Networks, Inc., 0.75%, 7/1/23		1,365		1,395
Western Digital Corp., 1.50%, 2/1/24		14,000		12,811
				45,371
Real Estate (7.1%):
Spirit Realty Capital, Inc., 3.75%, 5/15/21		10,175		9,847
VEREIT, Inc., 3.75%, 12/15/20		11,352		11,088
				20,935
Total Convertible Corporate Bonds (Cost $191,415)				199,776
Convertible Preferred Stocks (29.6%)
Financials (11.5%):
AMG Capital Trust II, 5.15%, 10/15/37		181,860		6,537
Bank of America Corp., Series L, 7.25% (g)		8,630		11,930
New York Community Capital Trust, 6.00%, 11/1/51 (c)		67,654		2,977
Wells Fargo & Co., Series L, 7.50% (g)		9,024		12,623
				34,067
Industrials (3.2%):
Stanley Black & Decker, Inc., 5.25%, 11/15/22		119,525		9,503
Utilities (14.9%):
American Electric Power Co., Inc., 6.13%, 3/15/22		98,985		5,028
CenterPoint Energy, Inc. Convertible Subordinated Notes, 4.57%, 9/15/29 (f)		80,000		4,260
Dominion Energy, Inc., Series A, 7.25%, 6/1/22		100,003		9,823
DTE Energy Co., 6.25%, 11/1/22		152,215		6,363
NextEra Energy, Inc., 4.87%, 9/1/22		127,545		6,115
NextEra Energy, Inc., 5.28%, 3/1/23		75,000		3,239
Southern Co., 6.75%, 8/1/22		199,220		9,432
				44,260
Total Convertible Preferred Stocks (Cost $94,551)				87,830
Collateral for Securities Loaned^ (5.2%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (h)		290,240		290
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (h)		144,781		145
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.18% (h)		6,645,927		6,646
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67%(h)		2,018,320		2,018
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (h)		1,154,941		1,155
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (h)		5,192,839		5,193
Total Collateral for Securities Loaned (Cost $15,447)				15,447
Total Investments (Cost $301,413) — 102.3%				303,053
Liabilities in excess of other assets — (2.3)%				(6,825	)
NET ASSETS — 100.00%			$	296,228

See notes to financial statements.

18

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of April 30, 2020, the fair value of these securities was $20,208 (thousands) and amounted to 6.8% of net assets.

(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 April 30, 2020, illiquid securities were 2.2% of the Fund's net assets.

(d)  Continuously callable with 15 days' notice.

(e)  Variable or Floating-Rate Security. Rate disclosed is as of April 30, 2020.

(f)  Continuously callable with 30 days' notice.

(g)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(h)  Rate disclosed is the daily yield on April 30, 2020.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of April 30, 2020, based on the last reset date of the security

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.

19

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Victory Diversified Stock Fund			Victory NewBridge Large Cap Growth Fund			Victory Special Value Fund
ASSETS:
Investments, at value (Cost $208,218, $8,298 and $37,595)	$	242,177	(a)	$	15,284	(b)	$	42,899	(c)
Cash and cash equivalents		4,306			225			901
Receivables:
Interest and dividends		140			5			24
Capital shares issued		61			—	(d)		233
Investments sold		1,498			—			270
From Adviser		8			9			8
Prepaid expenses		36			11			27
Total Assets		248,226			15,534			44,362
LIABILITIES:
Payables:
Collateral received on loaned securities		7,855			349			503
Investments purchased		841			—			152
Capital shares redeemed		606			39			437
Accrued expenses and other payables:
Investment advisory fees		120			9			25
Administration fees		11			1			2
Custodian fees		2			—	(d)		1
Transfer agent fees		32			3			7
Compliance fees		—	(d)		—	(d)		—	(d)
Trustees' fees		—	(d)		—			—
12b-1 fees		26			1			6
Other accrued expenses		18			3			6
Total Liabilities		9,511			405			1,139
NET ASSETS:
Capital		211,663			7,272			39,181
Total distributable earnings/(loss)		27,052			7,857			4,042
Net Assets	$	238,715		$	15,129		$	43,223
Net Assets
Class A Shares	$	171,151		$	5,618		$	22,649
Class C Shares		3,847			1,460			961
Class I Shares		22,648			5,688			3,009
Class R Shares		36,798			—			16,082
Class R6 Shares		709			—			—
Class Y Shares		3,562			2,363			522
Total	$	238,715		$	15,129		$	43,223
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		11,390			1,104			999
Class C Shares		277			913			49
Class I Shares		1,511			984			131
Class R Shares		2,505			—			746
Class R6 Shares		47			—			—
Class Y Shares		237			432			23
Total		15,967			3,433			1,948

(continues on next page)

See notes to financial statements.

20

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited) (continued)

	Victory Diversified Stock Fund			Victory NewBridge Large Cap Growth Fund			Victory Special Value Fund
Net asset value, offering (except Class A Shares) and redemption price per share: (e)
Class A Shares	$	15.03		$	5.09		$	22.66
Class C Shares (f)		13.90			1.60			19.71
Class I Shares		14.99			5.78			22.95
Class R Shares		14.69			—			21.56
Class R6 Shares		15.00			—			—
Class Y Shares		15.02			5.47			22.81
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	$	15.95		$	5.40		$	24.04

(a)  Includes $7,537 of securities on loan.

(b)  Includes $340 of securities on loan.

(c)  Includes $472 of securities on loan.

(d)  Rounds to less than $1 thousand.

(e)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

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

See notes to financial statements.

21

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Victory Strategic Allocation Fund			Victory INCORE Fund for Income			Victory INCORE Investment Grade Convertible Fund
ASSETS:
Affiliated investments, at value (Cost $23,169, $— and $—)	$	22,205		$	—		$	—
Unaffiliated Investments, at value (Cost $—, $845,124 and $301,413)		—			860,240			303,053	(a)
Cash and cash equivalents		10			—			9,308
Receivables:
Interest and dividends		8			7,187			1,276
Capital shares issued		—	(b)		3,347			1,264
Investments sold		—			—			1,269
From Adviser		18			1			—
Prepaid expenses		31			56			56
Total Assets		22,272			870,831			316,226
LIABILITIES:
Payables:
Collateral received on loaned securities		—			—			15,447
Investments purchased		—			12,504			4,011
Capital shares redeemed		42			1,159			285
Accrued expenses and other payables:
Investment advisory fees		2			321			177
Administration fees		1			41			15
Custodian fees		—	(b)		6			2
Transfer agent fees		5			89			40
Compliance fees		—	(b)		1			—	(b)
Trustees' fees		—	(b)		3			1
12b-1 fees		2			25			4
Other accrued expenses		5			38			16
Total Liabilities		57			14,187			19,998
NET ASSETS:
Capital		23,575			1,156,818			291,318
Total distributable earnings/(loss)		(1,360	)		(300,174	)		4,910
Net Assets	$	22,215		$	856,644		$	296,228
Net Assets
Class A Shares	$	13,493		$	123,867		$	37,461
Class C Shares		2,203			21,065			—
Class I Shares		5,368			523,712			258,767
Class R Shares		1,151			39,695			—
Class R6 Shares		—			44,205			—
Class Y Shares		—			104,100			—
Total	$	22,215		$	856,644		$	296,228

(continues on next page)

See notes to financial statements.

22

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited) (continued)

	Victory Strategic Allocation Fund			Victory INCORE Fund for Income			Victory INCORE Investment Grade Convertible Fund
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		900			14,403			2,363
Class C Shares		149			2,474			—
Class I Shares		356			60,926			16,325
Class R Shares		77			4,612			—
Class R6 Shares		—			5,148			—
Class Y Shares		—			12,105			—
Total		1,482			99,668			18,688
Net asset value, offering (except Class A Shares) and redemption price per share: (c)
Class A Shares	$	15.00		$	8.60		$	15.85
Class C Shares (d)		14.73			8.52			—
Class I Shares		15.08			8.60			15.85
Class R Shares		14.97			8.61			—
Class R6 Shares		—			8.59			—
Class Y Shares		—			8.60			—
Maximum Sales Charge — Class A Shares		5.75	%		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	$	15.92		$	8.78		$	16.17

(a)  Includes $15,194 of securities on loan.

(b)  Rounds to less than $1 thousand.

(c)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

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

See notes to financial statements.

23

Victory Portfolios Statements of Operations
For the Year Ended April 30, 2020

(Amounts in Thousands)  (Unaudited)

	Victory Diversified Stock Fund			Victory NewBridge Large Cap Growth Fund			Victory Special Value Fund
Investment Income:
Dividends	$	1,935		$	28		$	346
Interest		19			2			4
Securities lending (net of fees)		8			—	(a)		—	(a)
Total Income		1,962			30			350
Expenses:
Investment advisory fees		888			57			186
Administration fees		82			5			15
12b-1 fees — Class A Shares		242			7			32
12b-1 fees — Class C Shares		24			8			5
12b-1 fees — Class R Shares		108			—			48
Custodian fees		7			1			2
Transfer agent fees — Class A Shares		75			3			15
Transfer agent fees — Class C Shares		3			1			1
Transfer agent fees — Class I Shares		8			3			1
Transfer agent fees — Class R Shares		19			—			16
Transfer agent fees — Class R6 Shares		—	(a)		—			—
Transfer agent fees — Class Y Shares		3			1			—	(a)
Trustees' fees		12			1			2
Compliance fees		1			—	(a)		—	(a)
Legal and audit fees		10			4			5
State registration and filing fees		41			26			33
Other expenses		29			9			15
Total Expenses		1,552			126			376
Expenses waived/reimbursed by Adviser		(18	)		(33	)		(40	)
Net Expenses		1,534			93			336
Net Investment Income (Loss)		428			(63	)		14
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(6,184	)		1,092			(1,050	)
Net change in unrealized appreciation/depreciation on investment securities		(18,760	)		750			(3,316	)
Net realized/unrealized gains (losses) on investments		(24,944	)		1,842			(4,366	)
Change in net assets resulting from operations	$	(24,516	)	$	1,779		$	(4,352	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

24

Victory Portfolios Statements of Operations
For the Year Ended April 30, 2020

(Amounts in Thousands)  (Unaudited)

	Victory Strategic Allocation Fund			Victory INCORE Fund for Income			Victory INCORE Investment Grade Convertible Fund
Investment Income:
Interest from non-affiliates	$	—		$	8,414		$	1,804
Dividends from affiliates		294			—			—
Dividends from non-affiliates		—			15			2,432
Securities lending (net of fees)		—			—			45
Total Income		294			8,429			4,281
Expenses:
Investment advisory fees		12			1,753			1,082
Administration fees		7			221			87
12b-1 fees — Class A Shares		18			156			27
12b-1 fees — Class C Shares		14			104			—
12b-1 fees — Class R Shares		3			48			—
Custodian fees		1			16			7
Transfer agent fees — Class A Shares		10			50			22
Transfer agent fees — Class C Shares		2			12			—
Transfer agent fees — Class I Shares		2			174			119
Transfer agent fees — Class R Shares		1			12			—
Transfer agent fees — Class R6 Shares		—			1			—
Transfer agent fees — Class Y Shares		—			46			—
Trustees' fees		1			30			12
Compliance fees		—	(a)		3			1
Legal and audit fees		4			20			11
State registration and filing fees		26			52			22
Other expenses		12			72			29
Total Expenses		113			2,770			1,419
Expenses waived/reimbursed by Adviser		(60	)		(65	)		—
Net Expenses		53			2,705			1,419
Net Investment Income (Loss)		241			5,724			2,862
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated securities transactions		(211	)		—			—
Net realized gains (losses) from unaffiliated securities transactions		8			18			5,809
Distributions of realized gains from affiliated underlying investment companies		30			—			—
Net change in unrealized appreciation/depreciation on affiliated investments		(1,500	)		—			—
Net change in unrealized appreciation/depreciation on unaffiliated investments		—			16,124			(21,985	)
Net realized/unrealized gains (losses) on investments		(1,673	)		16,142			(16,176	)
Change in net assets resulting from operations	$	(1,432	)	$	21,866		$	(13,314	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

25

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Diversified Stock Fund						Victory NewBridge Large Cap Growth Fund						Victory Special Value Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
From Investment Activities:
Operations:
Net investment income (loss)	$	428		$	1,645		$	(63	)	$	(160	)	$	14		$	167
Net realized gains (losses) from investments		(6,184	)		18,632			1,092			3,860			(1,050	)		1,560
Net change in unrealized appreciation (depreciation) on investments		(18,760	)		13,132			750			(2,906	)		(3,316	)		4,228
Change in net assets resulting from operations		(24,516	)		33,409			1,779			794			(4,352	)		5,955
Distributions to Shareholders:
Class A Shares		(13,479	)		(28,297	)		(1,005	)		(1,659	)		(913	)		(3,327	)
Class C Shares		(369	)		(1,188	)		(746	)		(1,416	)		(40	)		(223	)
Class I Shares		(1,887	)		(4,956	)		(987	)		(2,847	)		(114	)		(366	)
Class R Shares		(3,064	)		(5,943	)		—			(265	)		(659	)		(2,640	)
Class R6 Shares		(53	)		(255	)		—			—			—			—
Class Y Shares		(279	)		(476	)		(385	)		(957	)		(19	)		(47	)
Change in net assets resulting from distributions to shareholders		(19,131	)		(41,115	)		(3,123	)		(7,144	)		(1,745	)		(6,603	)
Change in net assets resulting from capital transactions		(14,654	)		(78,621	)		432			(969	)		(4,617	)		(10,771	)
Change in net assets		(58,301	)		(86,327	)		(912	)		(7,319	)		(10,714	)		(11,419	)
Net Assets:
Beginning of period		297,016			383,343			16,041			23,360			53,937			65,356
End of period	$	238,715		$	297,016		$	15,129		$	16,041		$	43,223		$	53,937

(continues on next page)

See notes to financial statements.

26

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Diversified Stock Fund						Victory NewBridge Large Cap Growth Fund						Victory Special Value Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	4,767		$	10,469		$	562		$	1,642		$	1,566		$	2,878
Distributions reinvested		12,261			25,681			817			1,429			818			2,670
Cost of shares redeemed		(19,819	)		(90,032	)		(1,124	)		(1,465	)		(4,314	)		(9,989	)
Total Class A Shares	$	(2,791	)	$	(53,882	)	$	255		$	1,606		$	(1,930	)	$	(4,441	)
Class C Shares
Proceeds from shares issued	$	130		$	864		$	190		$	448		$	244		$	345
Distributions reinvested		311			962			569			1,198			29			134
Cost of shares redeemed		(1,749	)		(7,037	)		(512	)		(1,643	)		(414	)		(1,334	)
Total Class C Shares	$	(1,308	)	$	(5,211	)	$	247		$	3		$	(141	)	$	(855	)
Class I Shares
Proceeds from shares issued	$	1,055		$	3,181		$	291		$	557		$	328		$	588
Distributions reinvested		1,757			4,500			927			2,644			98			317
Cost of shares redeemed		(7,502	)		(21,038	)		(1,264	)		(5,198	)		(302	)		(1,283	)
Total Class I Shares	$	(4,690	)	$	(13,357	)	$	(46	)	$	(1,997	)	$	124		$	(378	)
Class R Shares
Proceeds from shares issued	$	685		$	1,997		$	—		$	84		$	1,446		$	2,963
Distributions reinvested		2,939			5,689			—			265			613			2,334
Cost of shares redeemed		(7,920	)		(13,852	)		—			(814	)		(4,798	)		(10,470	)
Total Class R Shares	$	(4,296	)	$	(6,166	)	$	—		$	(465	)	$	(2,739	)	$	(5,173	)
Class R6 Shares
Proceeds from shares issued	$	125		$	180		$	—		$	—		$	—		$	—
Distributions reinvested		53			255			—			—			—			—
Cost of shares redeemed		(1,682	)		(314	)		—			—			—			—
Total Class R6 Shares	$	(1,504	)	$	121		$	—		$	—		$	—		$	—
Class Y Shares
Proceeds from shares issued	$	161		$	867		$	285		$	554		$	89		$	144
Distributions reinvested		237			387			184			397			14			33
Cost of shares redeemed		(463	)		(1,380	)		(493	)		(1,067	)		(34	)		(101	)
Total Class Y Shares	$	(65	)	$	(126	)	$	(24	)	$	(116	)	$	69		$	76
Change in net assets resulting from capital transactions	$	(14,654	)	$	(78,621	)	$	432		$	(969	)	$	(4,617	)	$	(10,771	)

  (continues on next page)

See notes to financial statements.

27

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Diversified Stock Fund						Victory NewBridge Large Cap Growth Fund						Victory Special Value Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Share Transactions:
Class A Shares
Issued		299			648			116			295			66			121
Reinvested		709			1,778			171			297			31			126
Redeemed		(1,230	)		(5,576	)		(220	)		(254	)		(177	)		(416	)
Total Class A Shares		(222	)		(3,150	)		67			338			(80	)		(169	)
Class C Shares
Issued		9			60			126			203			12			17
Reinvested		19			71			377			562			1			7
Redeemed		(110	)		(458	)		(318	)		(645	)		(19	)		(61	)
Total Class C Shares		(82	)		(327	)		185			120			(6	)		(37	)
Class I Shares
Issued		65			194			52			87			14			23
Reinvested		102			311			170			497			4			15
Redeemed		(451	)		(1,291	)		(224	)		(850	)		(12	)		(52	)
Total Class I Shares		(284	)		(786	)		(2	)		(266	)		6			(14	)
Class R Shares
Issued		44			126			—			13			69			130
Reinvested		173			403			—			72			25			116
Redeemed		(488	)		(869	)		—			(194	)		(207	)		(447	)
Total Class R Shares		(271	)		(340	)		—			(109	)		(113	)		(201	)
Class R6 Shares
Issued		7			11			—			—			—			—
Reinvested		3			18			—			—			—			—
Redeemed		(94	)		(20	)		—			—			—			—
Total Class R6 Shares		(84	)		9			—			—			—			—
Class Y Shares
Issued		10			54			56			107			3			6
Reinvested		14			27			36			78			1			2
Redeemed		(28	)		(84	)		(86	)		(173	)		(1	)		(5	)
Total Class Y Shares		(4	)		(3	)		6			12			3			3
Change in Shares		(947	)		(4,597	)		256			95			(190	)		(418	)

See notes to financial statements.

28

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Strategic Allocation Fund						Victory INCORE Fund for Income						Victory INCORE Investment Grade Convertible Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
From Investment Activities:
Operations:
Net investment income (loss)	$	241		$	715		$	5,724		$	12,415		$	2,862		$	3,557
Net realized gains (losses) from affiliated and unaffiliated investment transactions		(173	)		393			18			37			5,809			9,776
Net change in unrealized appreciation (depreciation) on affiliated and unaffiliated investments		(1,500	)		1,486			16,124			22,751			(21,985	)		14,314
Change in net assets resulting from operations		(1,432	)		2,594			21,866			35,203			(13,314	)		27,647
Distributions to Shareholders:
Class A Shares		(514	)		(574	)		(3,045	)		(7,959	)		(847	)		(663	)
Class C Shares		(97	)		(114	)		(427	)		(1,264	)		—			—
Class I Shares		(202	)		(231	)		(11,533	)		(21,576	)		(12,793	)		(7,328	)
Class R Shares		(40	)		(44	)		(920	)		(2,160	)		—			—
Class R6 Shares		—			—			(730	)		(815	)		—			—
Class Y Shares		—			—			(1,649	)		(2,348	)		—			—
Change in net assets resulting from distributions to shareholders		(853	)		(963	)		(18,304	)		(36,122	)		(13,640	)		(7,991	)
Change in net assets resulting from capital transactions		(1,109	)		(9,554	)		136,826			111,166			42,852			119,535
Change in net assets		(3,394	)		(7,923	)		140,388			110,247			15,898			139,191
Net Assets:
Beginning of period		25,609			33,532			716,256			606,009			280,330			141,139
End of period	$	22,215		$	25,609		$	856,644		$	716,256		$	296,228		$	280,330

(continues on next page)

See notes to financial statements.

29

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Strategic Allocation Fund						Victory INCORE Fund for Income						Victory INCORE Investment Grade Convertible Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	982		$	1,078		$	25,249		$	52,087		$	23,650		$	5,609
Distributions reinvested		491			546			2,560			6,231			718			531
Cost of shares redeemed		(1,969	)		(5,939	)		(40,972	)		(75,399	)		(2,625	)		(5,263	)
Total Class A Shares	$	(496	)	$	(4,315	)	$	(13,163	)	$	(17,081	)	$	21,743		$	877
Class C Shares
Proceeds from shares issued	$	89		$	281		$	2,642		$	3,731		$	—		$	—
Distributions reinvested		96			106			356			1,066			—			—
Cost of shares redeemed		(955	)		(1,868	)		(4,558	)		(14,281	)		—			—
Total Class C Shares	$	(770	)	$	(1,481	)	$	(1,560	)	$	(9,484	)	$	—		$	—
Class I Shares
Proceeds from shares issued	$	691		$	673		$	192,792		$	212,608		$	110,699		$	188,612
Distributions reinvested		197			223			9,572			15,748			12,346			6,976
Cost of shares redeemed		(684	)		(4,348	)		(128,657	)		(111,040	)		(101,936	)		(76,930	)
Total Class I Shares	$	204		$	(3,452	)	$	73,707		$	117,316		$	21,109		$	118,658
Class R Shares
Proceeds from shares issued	$	15		$	90		$	4,195		$	5,048		$	—		$	—
Distributions reinvested		40			39			873			2,042			—			—
Cost of shares redeemed		(102	)		(435	)		(4,155	)		(11,905	)		—			—
Total Class R Shares	$	(47	)	$	(306	)	$	913		$	(4,815	)	$	—		$	—
Class R6 Shares
Proceeds from shares issued	$	—		$	—		$	33,594		$	8,367		$	—		$	—
Distributions reinvested		—			—			724			811			—			—
Cost of shares redeemed		—			—			(6,274	)		(7,027	)		—			—
Total Class R6 Shares	$	—		$	—		$	28,044		$	2,151		$	—		$	—
Class Y Shares
Proceeds from shares issued	$	—		$	—		$	70,112		$	44,007		$	—		$	—
Distributions reinvested		—			—			809			1,155			—			—
Cost of shares redeemed		—			—			(22,036	)		(22,083	)		—			—
Total Class Y Shares	$	—		$	—		$	48,885		$	23,079		$	—		$	—
Change in net assets resulting from capital transactions	$	(1,109	)	$	(9,554	)	$	136,826		$	111,166		$	42,852		$	119,535

(continues on next page)

See notes to financial statements.

30

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Strategic Allocation Fund						Victory INCORE Fund for Income						Victory INCORE Investment Grade Convertible Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Share Transactions:
Class A Shares
Issued		62			69			2,945			6,053			1,549			345
Reinvested		30			37			301			727			43			34
Redeemed		(125	)		(387	)		(4,804	)		(8,762	)		(162	)		(326	)
Total Class A Shares		(33	)		(281	)		(1,558	)		(1,982	)		1,430			53
Class C Shares
Issued		6			18			310			438			—			—
Reinvested		6			7			42			125			—			—
Redeemed		(60	)		(121	)		(537	)		(1,674	)		—			—
Total Class C Shares		(48	)		(96	)		(185	)		(1,111	)		—			—
Class I Shares
Issued		44			43			22,465			24,691			6,804			11,502
Reinvested		12			15			1,123			1,837			726			445
Redeemed		(47	)		(279	)		(15,016	)		(12,911	)		(6,289	)		(4,689	)
Total Class I Shares		9			(221	)		8,572			13,617			1,241			7,258
Class R Shares
Issued		1			6			487			586			—			—
Reinvested		2			3			102			238			—			—
Redeemed		(6	)		(28	)		(484	)		(1,384	)		—			—
Total Class R Shares		(3	)		(19	)		105			(560	)		—			—
Class R6 Shares
Issued		—			—			3,939			974			—			—
Reinvested		—			—			85			95			—			—
Redeemed		—			—			(733	)		(820	)		—			—
Total Class R6 Shares		—			—			3,291			249			—			—
Class Y Shares
Issued		—			—			8,149			5,117			—			—
Reinvested		—			—			95			135			—			—
Redeemed		—			—			(2,560	)		(2,567	)		—			—
Total Class Y Shares		—			—			5,684			2,685			—			—
Change in Shares		(75	)		(617	)		15,909			12,898			2,671			7,311

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Diversified Stock Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	17.65		0.03	(d)		(1.47	)		(1.44	)		(0.03	)		(1.15	)
Year Ended 10/31/19	$	17.90		0.09	(d)		1.65			1.74			(0.08	)		(1.91	)
Year Ended 10/31/18	$	22.03		0.06	(d)		0.17			0.23			(0.06	)		(4.30	)
Year Ended 10/31/17	$	18.01		0.13	(d)		4.28			4.41			(0.17	)		(0.22	)
Year Ended 10/31/16	$	20.80		0.20	(d)		(1.04	)		(0.84	)		(0.19	)		(1.76	)
Year Ended 10/31/15	$	23.04		0.15			0.97			1.12			(0.15	)		(3.21	)
Class C
Six Months Ended 4/30/20 (unaudited)	$	16.46		(0.05	)(d)		(1.36	)		(1.41	)		—			(1.15	)
Year Ended 10/31/19	$	16.90		(0.05	)(d)		1.52			1.47			—			(1.91	)
Year Ended 10/31/18	$	21.12		(0.10	)(d)		0.18			0.08			—			(4.30	)
Year Ended 10/31/17	$	17.30		(0.02	)(d)		4.10			4.08			(0.04	)		(0.22	)
Year Ended 10/31/16	$	20.07		0.04	(d)		(1.00	)		(0.96	)		(0.05	)		(1.76	)
Year Ended 10/31/15	$	22.38		(0.03	)		0.95			0.92			(0.02	)		(3.21	)
Class I
Six Months Ended 4/30/20 (unaudited)	$	17.61		0.05	(d)		(1.48	)		(1.43	)		(0.04	)		(1.15	)
Year Ended 10/31/19	$	17.87		0.13	(d)		1.65			1.78			(0.13	)		(1.91	)
Year Ended 10/31/18	$	22.00		0.11	(d)		0.16			0.27			(0.10	)		(4.30	)
Year Ended 10/31/17	$	17.98		0.19	(d)		4.27			4.46			(0.22	)		(0.22	)
Year Ended 10/31/16	$	20.77		0.24	(d)		(1.03	)		(0.79	)		(0.24	)		(1.76	)
Year Ended 10/31/15	$	23.01		0.20			0.98			1.18			(0.21	)		(3.21	)
Class R
Six Months Ended 4/30/20 (unaudited)	$	17.29		0.01	(d)		(1.45	)		(1.44	)		(0.01	)		(1.15	)
Year Ended 10/31/19	$	17.58		0.04	(d)		1.62			1.66			(0.04	)		(1.91	)
Year Ended 10/31/18	$	21.71		0.01	(d)		0.16			0.17			—	(f)		(4.30	)
Year Ended 10/31/17	$	17.75		0.07	(d)		4.23			4.30			(0.12	)		(0.22	)
Year Ended 10/31/16	$	20.54		0.14	(d)		(1.04	)		(0.90	)		(0.13	)		(1.76	)
Year Ended 10/31/15	$	22.79		0.08			0.97			1.05			(0.09	)		(3.21	)

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

(b)  Annualized for periods less than one year.

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

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

(e)  Portfolio turnover increase due to a change within the portfolio holdings during the year.

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

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
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory Diversified Stock Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(1.18	)	$	15.03		(9.04	)%		1.09	%		0.35	%		1.09	%	$	171,151		66	%
Year Ended 10/31/19		(1.99	)	$	17.65		12.27	%		1.08	%		0.55	%		1.08	%	$	204,945		132	%
Year Ended 10/31/18		(4.36	)	$	17.90		(0.20	)%		1.05	%		0.32	%		1.05	%	$	264,297		112	%
Year Ended 10/31/17		(0.39	)	$	22.03		24.85	%		1.05	%		0.66	%		1.05	%	$	311,255		133	%(e)
Year Ended 10/31/16		(1.95	)	$	18.01		(4.21	)%		1.07	%		1.06	%		1.07	%	$	352,748		74	%
Year Ended 10/31/15		(3.36	)	$	20.80		4.85	%		1.09	%		0.68	%		1.09	%	$	532,180		74	%
Class C
Six Months Ended 4/30/20 (unaudited)		(1.15	)	$	13.90		(9.53	)%		2.08	%		(0.62	)%		2.13	%	$	3,847		66	%
Year Ended 10/31/19		(1.91	)	$	16.46		11.19	%		2.02	%		(0.35	)%		2.02	%	$	5,909		132	%
Year Ended 10/31/18		(4.30	)	$	16.90		(1.02	)%		1.89	%		(0.53	)%		1.89	%	$	11,586		112	%
Year Ended 10/31/17		(0.26	)	$	21.12		23.82	%		1.87	%		(0.12	)%		1.87	%	$	36,001		133	%(e)
Year Ended 10/31/16		(1.81	)	$	17.30		(5.01	)%		1.90	%		0.23	%		1.90	%	$	50,213		74	%
Year Ended 10/31/15		(3.23	)	$	20.07		4.01	%		1.91	%		(0.16	)%		1.91	%	$	67,997		74	%
Class I
Six Months Ended 4/30/20 (unaudited)		(1.19	)	$	14.99		(8.95	)%		0.84	%		0.60	%		0.86	%	$	22,648		66	%
Year Ended 10/31/19		(2.04	)	$	17.61		12.52	%		0.84	%		0.81	%		0.84	%	$	31,619		132	%
Year Ended 10/31/18		(4.40	)	$	17.87		0.05	%		0.79	%		0.58	%		0.79	%	$	46,122		112	%
Year Ended 10/31/17		(0.44	)	$	22.00		25.21	%		0.80	%		0.99	%		0.80	%	$	74,466		133	%(e)
Year Ended 10/31/16		(2.00	)	$	17.98		(3.96	)%		0.80	%		1.33	%		0.80	%	$	162,923		74	%
Year Ended 10/31/15		(3.42	)	$	20.77		5.16	%		0.81	%		0.94	%		0.81	%	$	313,482		74	%
Class R
Six Months Ended 4/30/20 (unaudited)		(1.16	)	$	14.69		(9.18	)%		1.37	%		0.07	%		1.37	%	$	36,798		66	%
Year Ended 10/31/19		(1.95	)	$	17.29		11.90	%		1.37	%		0.26	%		1.37	%	$	47,981		132	%
Year Ended 10/31/18		(4.30	)	$	17.58		(0.47	)%		1.34	%		0.03	%		1.34	%	$	54,776		112	%
Year Ended 10/31/17		(0.34	)	$	21.71		24.56	%		1.33	%		0.38	%		1.33	%	$	66,310		133	%(e)
Year Ended 10/31/16		(1.89	)	$	17.75		(4.55	)%		1.36	%		0.77	%		1.36	%	$	69,751		74	%
Year Ended 10/31/15		(3.30	)	$	20.54		4.57	%		1.38	%		0.38	%		1.38	%	$	89,949		74	%

(continues on next page)

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Diversified Stock Fund
Class R6
Six Months Ended 4/30/20 (unaudited)	$	17.62		0.06	(d)		(1.48	)		(1.42	)		(0.05	)		(1.15	)
Year Ended 10/31/19	$	17.88		0.14	(d)		1.64			1.78			(0.13	)		(1.91	)
Year Ended 10/31/18	$	22.00		0.11	(d)		0.17			0.28			(0.10	)		(4.30	)
Year Ended 10/31/17	$	17.98		0.18	(d)		4.29			4.47			(0.23	)		(0.22	)
Year Ended 10/31/16	$	20.77		0.26	(d)		(1.05	)		(0.79	)		(0.24	)		(1.76	)
Year Ended 10/31/15	$	23.01		0.19			0.99			1.18			(0.21	)		(3.21	)
Class Y
Six Months Ended 4/30/20 (unaudited)	$	17.65		0.05	(d)		(1.49	)		(1.44	)		(0.04	)		(1.15	)
Year Ended 10/31/19	$	17.90		0.12	(d)		1.66			1.78			(0.12	)		(1.91	)
Year Ended 10/31/18	$	22.02		0.11	(d)		0.16			0.27			(0.09	)		(4.30	)
Year Ended 10/31/17	$	18.00		0.17	(d)		4.28			4.45			(0.21	)		(0.22	)
Year Ended 10/31/16	$	20.79		0.23	(d)		(1.03	)		(0.80	)		(0.23	)		(1.76	)
Year Ended 10/31/15	$	23.04		0.19			0.97			1.16			(0.20	)		(3.21	)

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

(b)  Annualized for periods less than one year.

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

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

(e)  Portfolio turnover increase due to a change within the portfolio holdings during the year.

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
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory Diversified Stock Fund
Class R6
Six Months Ended 4/30/20 (unaudited)		(1.20	)	$	15.00		(8.92	)%		0.78	%		0.69	%		2.04	%	$	709		66	%
Year Ended 10/31/19		(2.04	)	$	17.62		12.58	%		0.78	%		0.83	%		1.24	%	$	2,313		132	%
Year Ended 10/31/18		(4.40	)	$	17.88		0.10	%		0.78	%		0.58	%		1.21	%	$	2,189		112	%
Year Ended 10/31/17		(0.45	)	$	22.00		25.24	%		0.78	%		0.94	%		1.29	%	$	2,427		133	%(e)
Year Ended 10/31/16		(2.00	)	$	17.98		(3.93	)%		0.78	%		1.40	%		0.92	%	$	2,332		74	%
Year Ended 10/31/15		(3.42	)	$	20.77		5.19	%		0.78	%		0.78	%		2.01	%	$	5,447		74	%
Class Y
Six Months Ended 4/30/20 (unaudited)		(1.19	)	$	15.02		(8.99	)%		0.86	%		0.58	%		1.31	%	$	3,562		66	%
Year Ended 10/31/19		(2.03	)	$	17.65		12.53	%		0.86	%		0.76	%		1.33	%	$	4,249		132	%
Year Ended 10/31/18		(4.39	)	$	17.90		0.01	%		0.86	%		0.54	%		1.13	%	$	4,373		112	%
Year Ended 10/31/17		(0.43	)	$	22.02		25.11	%		0.86	%		0.88	%		0.94	%	$	8,843		133	%(e)
Year Ended 10/31/16		(1.99	)	$	18.00		(4.01	)%		0.86	%		1.27	%		0.96	%	$	11,907		74	%
Year Ended 10/31/15		(3.41	)	$	20.79		5.06	%		0.86	%		0.90	%		0.98	%	$	18,526		74	%

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions
Victory NewBridge Large Cap Growth Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	5.52		(0.02	)(d)		0.65			0.63			(1.06	)		(1.06	)
Year Ended 10/31/19	$	7.94		(0.05	)(d)		0.05	(e)		—	(f)		(2.42	)		(2.42	)
Year Ended 10/31/18	$	10.23		(0.09	)(d)		0.85			0.76			(3.05	)		(3.05	)
Year Ended 10/31/17	$	12.79		(0.09	)(d)		1.82			1.73			(4.29	)		(4.29	)
Year Ended 10/31/16	$	19.17		(0.11	)(d)		(0.22	)		(0.33	)		(6.05	)		(6.05	)
Year Ended 10/31/15	$	19.38		(0.20	)		1.63			1.43			(1.64	)		(1.64	)
Class C
Six Months Ended 4/30/20 (unaudited)	$	2.43		(0.01	)(d)		0.24			0.23			(1.06	)		(1.06	)
Year Ended 10/31/19	$	5.00		(0.06	)(d)		(0.09	)(e)		(0.15	)		(2.42	)		(2.42	)
Year Ended 10/31/18	$	7.59		(0.10	)(d)		0.56			0.46			(3.05	)		(3.05	)
Year Ended 10/31/17	$	10.65		(0.12	)(d)		1.35			1.23			(4.29	)		(4.29	)
Year Ended 10/31/16	$	17.06		(0.18	)(d)		(0.18	)		(0.36	)		(6.05	)		(6.05	)
Year Ended 10/31/15	$	17.56		(0.29	)		1.43			1.14			(1.64	)		(1.64	)
Class I
Six Months Ended 4/30/20 (unaudited)	$	6.13		(0.02	)(d)		0.73			0.71			(1.06	)		(1.06	)
Year Ended 10/31/19	$	8.49		(0.04	)(d)		0.10	(e)		0.06			(2.42	)		(2.42	)
Year Ended 10/31/18	$	10.71		(0.06	)(d)		0.89			0.83			(3.05	)		(3.05	)
Year Ended 10/31/17	$	13.13		(0.05	)(d)		1.92			1.87			(4.29	)		(4.29	)
Year Ended 10/31/16	$	19.47		(0.05	)(d)		(0.24	)		(0.29	)		(6.05	)		(6.05	)
Year Ended 10/31/15	$	19.61		(0.26	)		1.76			1.50			(1.64	)		(1.64	)
Class Y
Six Months Ended 4/30/20 (unaudited)	$	5.86		(0.02	)(d)		0.69			0.67			(1.06	)		(1.06	)
Year Ended 10/31/19	$	8.24		(0.04	)(d)		0.08	(e)		0.04			(2.42	)		(2.42	)
Year Ended 10/31/18	$	10.48		(0.06	)(d)		0.87			0.81			(3.05	)		(3.05	)
Year Ended 10/31/17	$	12.96		(0.06	)(d)		1.87			1.81			(4.29	)		(4.29	)
Year Ended 10/31/16	$	19.31		(0.07	)(d)		(0.23	)		(0.30	)		(6.05	)		(6.05	)
Year Ended 10/31/15	$	19.47		(0.28	)		1.76			1.48			(1.64	)		(1.64	)

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

(b)  Annualized for periods less than one year.

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

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

(e)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

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

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
		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory NewBridge Large Cap Growth Fund
Class A
Six Months Ended 4/30/20 (unaudited)		$	5.09		12.61	%		1.36	%		(0.96	)%		1.60	%	$	5,618		28	%
Year Ended 10/31/19		$	5.52		4.56	%		1.36	%		(0.97	)%		1.60	%	$	5,732		62	%
Year Ended 10/31/18		$	7.94		9.41	%		1.36	%		(1.05	)%		1.47	%	$	5,546		41	%
Year Ended 10/31/17		$	10.23		20.84	%		1.40	%		(0.94	)%		1.40	%	$	7,639		60	%
Year Ended 10/31/16		$	12.79		(3.00	)%		1.30	%		(0.79	)%		1.30	%	$	11,700		52	%
Year Ended 10/31/15		$	19.17		7.86	%		1.26	%		(0.73	)%		1.26	%	$	20,207		55	%
Class C
Six Months Ended 4/30/20 (unaudited)		$	1.60		12.06	%		2.10	%		(1.70	)%		2.80	%	$	1,460		28	%
Year Ended 10/31/19		$	2.43		3.92	%		2.10	%		(1.71	)%		2.70	%	$	1,768		62	%
Year Ended 10/31/18		$	5.00		8.47	%		2.10	%		(1.78	)%		2.40	%	$	3,042		41	%
Year Ended 10/31/17		$	7.59		20.06	%		2.10	%		(1.64	)%		2.27	%	$	4,201		60	%
Year Ended 10/31/16		$	10.65		(3.79	)%		2.10	%		(1.59	)%		2.15	%	$	6,321		52	%
Year Ended 10/31/15		$	17.06		6.94	%		2.10	%		(1.58	)%		2.13	%	$	9,389		55	%
Class I
Six Months Ended 4/30/20 (unaudited)		$	5.78		12.66	%		0.95	%		(0.55	)%		1.35	%	$	5,688		28	%
Year Ended 10/31/19		$	6.13		5.11	%		0.95	%		(0.56	)%		1.26	%	$	6,043		62	%
Year Ended 10/31/18		$	8.49		9.74	%		0.95	%		(0.63	)%		1.09	%	$	10,633		41	%
Year Ended 10/31/17		$	10.71		21.52	%		0.95	%		(0.47	)%		1.01	%	$	16,103		60	%
Year Ended 10/31/16	��	$	13.13		(2.67	)%		0.88	%		(0.36	)%		0.88	%	$	31,299		52	%
Year Ended 10/31/15		$	19.47		8.14	%		0.95	%		(0.41	)%		1.04	%	$	63,569		55	%
Class Y
Six Months Ended 4/30/20 (unaudited)		$	5.47		12.56	%		1.02	%		(0.62	)%		1.86	%	$	2,363		28	%
Year Ended 10/31/19		$	5.86		5.06	%		1.02	%		(0.63	)%		1.69	%	$	2,498		62	%
Year Ended 10/31/18		$	8.24		9.75	%		1.02	%		(0.72	)%		1.48	%	$	3,411		41	%
Year Ended 10/31/17		$	10.48		21.30	%		1.02	%		(0.55	)%		1.42	%	$	2,128		60	%
Year Ended 10/31/16		$	12.96		(2.76	)%		1.02	%		(0.50	)%		1.08	%	$	4,344		52	%
Year Ended 10/31/15		$	19.31		8.09	%		1.02	%		(0.46	)%		1.04	%	$	12,141		55	%

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)			Net Realized and Unrealized Gains (Losses) on Investments				Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Special Value Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	25.78		0.02	(d)		(2.26	)			(2.24	)		(0.09	)		(0.79	)
Year Ended 10/31/19	$	26.10		0.10	(d)		2.26				2.36			(0.03	)		(2.65	)
Year Ended 10/31/18	$	26.31		0.05	(d)		(0.15	)	��		(0.10	)		(0.11	)		—
Year Ended 10/31/17	$	21.48		0.13	(d)		4.95				5.08			(0.25	)		—
Year Ended 10/31/16	$	22.46		0.20	(d)		(1.11	)			(0.91	)		(0.07	)		—
Year Ended 10/31/15	$	21.71		0.12			0.63				0.75			—			—
Class C
Six Months Ended 4/30/20 (unaudited)	$	22.54		(0.07	)(d)		(1.97	)			(2.04	)		—			(0.79	)
Year Ended 10/31/19	$	23.34		(0.09	)(d)		1.94				1.85			—			(2.65	)
Year Ended 10/31/18	$	23.66		(0.18	)(d)		(0.14	)			(0.32	)		—			—
Year Ended 10/31/17	$	19.34		(0.08	)(d)		4.45				4.37			(0.05	)		—
Year Ended 10/31/16	$	20.34		0.01	(d)		(1.01	)			(1.00	)		—			—
Year Ended 10/31/15	$	19.82		(0.10	)		0.62				0.52			—			—
Class I
Six Months Ended 4/30/20 (unaudited)	$	26.13		0.05	(d)		(2.30	)			(2.25	)		(0.14	)		(0.79	)
Year Ended 10/31/19	$	26.39		0.14	(d)		2.30				2.44			(0.05	)		(2.65	)
Year Ended 10/31/18	$	26.62		0.09	(d)		(0.15	)			(0.06	)		(0.17	)		—
Year Ended 10/31/17	$	21.76		0.13	(d)		5.01				5.14			(0.28	)		—
Year Ended 10/31/16	$	22.78		0.23	(d)		(1.12	)			(0.89	)		(0.13	)		—
Year Ended 10/31/15	$	21.96		0.19			0.63				0.82			—			—
Class R
Six Months Ended 4/30/20 (unaudited)	$	24.55		(0.02	)(d)		(2.16	)			(2.18	)		(0.02	)		(0.79	)
Year Ended 10/31/19	$	25.02		0.03	(d)		2.15				2.18			—			(2.65	)
Year Ended 10/31/18	$	25.24		(0.03	)(d)		(0.15	)			(0.18	)		(0.04	)		—
Year Ended 10/31/17	$	20.63		0.05	(d)		4.75				4.80			(0.19	)		—
Year Ended 10/31/16	$	21.57		0.14	(d)		(1.07	)			(0.93	)		(0.01	)		—
Year Ended 10/31/15	$	20.91		0.04			0.62				0.66			—			—

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

(b)  Annualized for periods less than one year.

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

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

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			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory Special Value Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(0.88	)	$	22.66		(9.16	)%		1.23	%		0.19	%		1.33	%	$	22,649		68	%
Year Ended 10/31/19		(2.68	)	$	25.78		11.32	%		1.21	%		0.41	%		1.31	%	$	27,818		126	%
Year Ended 10/31/18		(0.11	)	$	26.10		(0.42	)%		1.17	%		0.19	%		1.27	%	$	32,565		113	%
Year Ended 10/31/17		(0.25	)	$	26.31		23.84	%		1.17	%		0.53	%		1.27	%	$	35,223		135	%
Year Ended 10/31/16		(0.07	)	$	21.48		(4.06	)%		1.20	%		0.93	%		1.30	%	$	36,971		76	%
Year Ended 10/31/15		—		$	22.46		3.45	%		1.28	%		0.52	%		1.35	%	$	48,913		137	%
Class C
Six Months Ended 4/30/20 (unaudited)		(0.79	)	$	19.71		(9.55	)%		2.10	%		(0.68	)%		3.06	%	$	961		68	%
Year Ended 10/31/19		(2.65	)	$	22.54		10.34	%		2.10	%		(0.44	)%		2.79	%	$	1,241		126	%
Year Ended 10/31/18		—		$	23.34		(1.35	)%		2.10	%		(0.75	)%		2.27	%	$	2,145		113	%
Year Ended 10/31/17		(0.05	)	$	23.66		22.65	%		2.10	%		(0.38	)%		2.21	%	$	7,296		135	%
Year Ended 10/31/16		—		$	19.34		(4.92	)%		2.09	%		0.04	%		2.19	%	$	7,955		76	%
Year Ended 10/31/15		—		$	20.34		2.62	%		2.13	%		(0.35	)%		2.21	%	$	11,253		137	%
Class I
Six Months Ended 4/30/20 (unaudited)		(0.93	)	$	22.95		(9.11	)%		1.05	%		0.36	%		1.34	%	$	3,009		68	%
Year Ended 10/31/19		(2.70	)	$	26.13		11.52	%		1.05	%		0.58	%		1.34	%	$	3,274		126	%
Year Ended 10/31/18		(0.17	)	$	26.39		(0.28	)%		1.02	%		0.31	%		1.16	%	$	3,678		113	%
Year Ended 10/31/17		(0.28	)	$	26.62		23.86	%		1.15	%		0.56	%		1.25	%	$	3,703		135	%
Year Ended 10/31/16		(0.13	)	$	21.76		(3.93	)%		1.05	%		1.07	%		1.15	%	$	4,016		76	%
Year Ended 10/31/15		—		$	22.78		3.73	%		1.02	%		0.78	%		1.09	%	$	6,285		137	%
Class R
Six Months Ended 4/30/20 (unaudited)		(0.81	)	$	21.56		(9.35	)%		1.55	%		(0.14	)%		1.65	%	$	16,082		68	%
Year Ended 10/31/19		(2.65	)	$	24.55		11.03	%		1.50	%		0.13	%		1.60	%	$	21,084		126	%
Year Ended 10/31/18		(0.04	)	$	25.02		(0.71	)%		1.46	%		(0.10	)%		1.56	%	$	26,532		113	%
Year Ended 10/31/17		(0.19	)	$	25.24		23.43	%		1.47	%		0.24	%		1.57	%	$	36,688		135	%
Year Ended 10/31/16		(0.01	)	$	20.63		(4.29	)%		1.46	%		0.67	%		1.56	%	$	34,784		76	%
Year Ended 10/31/15		—		$	21.57		3.16	%		1.55	%		0.23	%		1.63	%	$	46,357		137	%

(continues on next page)

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Special Value Fund
Class Y
Six Months Ended 4/30/20 (unaudited)	$	25.98		0.05	(d)		(2.27	)		(2.22	)		(0.16	)		(0.79	)
Year Ended 10/31/19	$	26.25		0.15	(d)		2.28			2.43			(0.05	)		(2.65	)
Year Ended 10/31/18	$	26.47		0.12	(d)		(0.17	)		(0.05	)		(0.17	)		—
Year Ended 10/31/17	$	21.62		0.18	(d)		4.98			5.16			(0.31	)		—
Year Ended 10/31/16	$	22.62		0.26	(d)		(1.12	)		(0.86	)		(0.14	)		—
Year Ended 10/31/15	$	21.80		0.18			0.64			0.82			—			—

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

(b)  Annualized for periods less than one year.

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

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

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			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory Special Value Fund
Class Y
Six Months Ended 4/30/20 (unaudited)		(0.95	)	$	22.81		(9.07	)%		1.00	%		0.40	%		3.98	%	$	522		68	%
Year Ended 10/31/19		(2.70	)	$	25.98		11.57	%		1.00	%		0.60	%		4.50	%	$	520		126	%
Year Ended 10/31/18		(0.17	)	$	26.25		(0.21	)%		0.97	%		0.42	%		2.82	%	$	436		113	%
Year Ended 10/31/17		(0.31	)	$	26.47		24.12	%		0.93	%		0.77	%		2.07	%	$	1,219		135	%
Year Ended 10/31/16		(0.14	)	$	21.62		(3.80	)%		0.93	%		1.20	%		1.75	%	$	1,170		76	%
Year Ended 10/31/15		—		$	22.62		3.76	%		1.00	%		0.78	%		1.58	%	$	1,790		137	%

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 Investment Income			Net Realized Gains from Investments
Victory Strategic Allocation Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	16.47		0.16	(e)		(1.07	)		(0.91	)		(0.16	)		(0.40	)
Year Ended 10/31/19	$	15.44		0.43	(e)		1.12			1.55			(0.39	)		(0.13	)
Year Ended 10/31/18	$	16.41		0.29	(e)		(0.68	)		(0.39	)		(0.39	)		(0.19	)
Year Ended 10/31/17	$	14.80		0.50	(e)		1.51			2.01			(0.40	)		—
Year Ended 10/31/16	$	15.10		0.15	(e)		(0.28	)		(0.13	)		(0.17	)		—
Year Ended 10/31/15	$	15.69		0.14			0.57			0.71			(0.30	)		(1.00	)
Class C
Six Months Ended 4/30/20 (unaudited)	$	16.18		0.11	(e)		(1.06	)		(0.95	)		(0.10	)		(0.40	)
Year Ended 10/31/19	$	15.19		0.30	(e)		1.10			1.40			(0.28	)		(0.13	)
Year Ended 10/31/18	$	16.19		0.21	(e)		(0.71	)		(0.50	)		(0.31	)		(0.19	)
Year Ended 10/31/17	$	14.65		0.43	(e)		1.44			1.87			(0.33	)		—
Year Ended 10/31/16	$	14.97		0.06	(e)		(0.29	)		(0.23	)		(0.09	)		—
Year Ended 10/31/15	$	15.57		0.01			0.59			0.60			(0.20	)		(1.00	)
Class I
Six Months Ended 4/30/20 (unaudited)	$	16.56		0.18	(e)		(1.08	)		(0.90	)		(0.18	)		(0.40	)
Year Ended 10/31/19	$	15.52		0.46	(e)		1.13			1.59			(0.42	)		(0.13	)
Year Ended 10/31/18	$	16.48		0.35	(e)		(0.70	)		(0.35	)		(0.42	)		(0.19	)
Year Ended 10/31/17	$	14.86		0.55	(e)		1.50			2.05			(0.43	)		—
Year Ended 10/31/16	$	15.16		0.15	(e)		(0.24	)		(0.09	)		(0.21	)		—
Year Ended 10/31/15	$	15.74		0.29			0.47			0.76			(0.34	)		(1.00	)
Class R
Six Months Ended 4/30/20 (unaudited)	$	16.43		0.14	(e)		(1.06	)		(0.92	)		(0.14	)		(0.40	)
Year Ended 10/31/19	$	15.41		0.36	(e)		1.14			1.50			(0.35	)		(0.13	)
Year Ended 10/31/18	$	16.38		0.27	(e)		(0.70	)		(0.43	)		(0.35	)		(0.19	)
Year Ended 10/31/17	$	14.79		0.46	(e)		1.49			1.95			(0.36	)		—
Year Ended 10/31/16	$	15.09		0.09	(e)		(0.26	)		(0.17	)		(0.13	)		—
Year Ended 10/31/15	$	15.68		0.08			0.59			0.67			(0.26	)		(1.00	)

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

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

(f)  Effective with the December 30, 2015 strategy change, the Adviser began reimbursing expenses inclusive of acquired fund fee and expenses.

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
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)(c)			Net Investment Income (Loss)(b)			Gross Expenses(b)(c)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(d)
Victory Strategic Allocation Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(0.56	)	$	15.00		(5.80	)%		0.40	%		2.03	%		0.81	%	$	13,493		9	%
Year Ended 10/31/19		(0.52	)	$	16.47		10.37	%		0.40	%		2.69	%		0.77	%	$	15,365		5	%
Year Ended 10/31/18		(0.58	)	$	15.44		(2.56	)%		0.40	%		1.77	%		0.28	%(g)	$	18,747		40	%
Year Ended 10/31/17		(0.40	)	$	16.41		13.72	%		0.30	%		3.19	%		0.79	%	$	14,820		51	%
Year Ended 10/31/16		(0.17	)	$	14.80		(0.87	)%		0.31	%(f)		0.99	%		1.69	%	$	16,587		192	%(h)
Year Ended 10/31/15		(1.30	)	$	15.10		4.66	%		1.15	%		0.82	%		1.40	%	$	10,560		72	%
Class C
Six Months Ended 4/30/20 (unaudited)		(0.50	)	$	14.73		(6.17	)%		1.15	%		1.37	%		1.87	%	$	2,203		9	%
Year Ended 10/31/19		(0.41	)	$	16.18		9.53	%		1.15	%		1.94	%		1.72	%	$	3,193		5	%
Year Ended 10/31/18		(0.50	)	$	15.19		(3.26	)%		1.15	%		1.30	%		1.08	%(g)	$	4,445		40	%
Year Ended 10/31/17		(0.33	)	$	16.19		12.88	%		1.03	%		2.78	%		1.58	%	$	8,814		51	%
Year Ended 10/31/16		(0.09	)	$	14.65		(1.56	)%		0.95	%(f)		0.44	%		2.65	%	$	9,724		192	%(h)
Year Ended 10/31/15		(1.20	)	$	14.97		3.92	%		1.85	%		0.12	%		2.36	%	$	2,725		72	%
Class I
Six Months Ended 4/30/20 (unaudited)		(0.58	)	$	15.08		(5.71	)%		0.15	%		2.26	%		0.61	%	$	5,368		9	%
Year Ended 10/31/19		(0.55	)	$	16.56		10.63	%		0.15	%		2.90	%		0.59	%	$	5,743		5	%
Year Ended 10/31/18		(0.61	)	$	15.52		(2.29	)%		0.15	%		2.11	%		0.01	%(g)	$	8,811		40	%
Year Ended 10/31/17		(0.43	)	$	16.48		13.95	%		0.10	%		3.48	%		0.61	%	$	9,153		51	%
Year Ended 10/31/16		(0.21	)	$	14.86		(0.61	)%		0.24	%(f)		1.04	%		2.64	%	$	1,099		192	%(h)
Year Ended 10/31/15		(1.34	)	$	15.16		4.96	%		0.90	%		0.93	%		4.15	%	$	1,474		72	%
Class R
Six Months Ended 4/30/20 (unaudited)		(0.54	)	$	14.97		(5.87	)%		0.65	%		1.75	%		1.88	%	$	1,151		9	%
Year Ended 10/31/19		(0.48	)	$	16.43		10.08	%		0.65	%		2.30	%		1.87	%	$	1,308		5	%
Year Ended 10/31/18		(0.54	)	$	15.41		(2.77	)%		0.65	%		1.63	%		1.01	%(g)	$	1,529		40	%
Year Ended 10/31/17		(0.36	)	$	16.38		13.36	%		0.56	%		2.96	%		1.80	%	$	1,892		51	%
Year Ended 10/31/16		(0.13	)	$	14.79		(1.14	)%		0.62	%(f)		0.58	%		2.13	%	$	1,702		192	%(h)
Year Ended 10/31/15		(1.26	)	$	15.09		4.36	%		1.45	%		0.52	%		2.17	%	$	1,875		72	%

(g)  The amount includes a change in accounting estimate. Without this change in accounting estimate, the gross expense ratio would have been 0.67%, 1.54%, 0.42% and 1.43% for Class A, C, I and R, respectively.

(h)  Portfolio turnover increased due to a change in investment strategy.

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Fund for Income
Class A
Six Months Ended 4/30/20 (unaudited)	$	8.56		0.07	(d)		0.17			0.24			(0.20	)		(0.20	)
Year Ended 10/31/19	$	8.56		0.18	(d)		0.28			0.46			(0.46	)		(0.46	)
Year Ended 10/31/18	$	9.09		0.15	(d)(e)		(0.23	)(e)		(0.08	)		(0.45	)		(0.45	)
Year Ended 10/31/17	$	9.63		0.10	(d)		(0.15	)		(0.05	)		(0.49	)		(0.49	)
Year Ended 10/31/16	$	9.96		0.11	(d)		0.05			0.16			(0.49	)		(0.49	)
Year Ended 10/31/15	$	10.27		0.15			0.04			0.19			(0.50	)		(0.50	)
Class C
Six Months Ended 4/30/20 (unaudited)	$	8.48		0.04	(d)		0.17			0.21			(0.17	)		(0.17	)
Year Ended 10/31/19	$	8.48		0.13	(d)		0.26			0.39			(0.39	)		(0.39	)
Year Ended 10/31/18	$	9.01		0.08	(d)(e)		(0.23	)(e)		(0.15	)		(0.38	)		(0.38	)
Year Ended 10/31/17	$	9.56		0.03	(d)		(0.16	)		(0.13	)		(0.42	)		(0.42	)
Year Ended 10/31/16	$	9.89		0.03	(d)		0.06			0.09			(0.42	)		(0.42	)
Year Ended 10/31/15	$	10.20		0.02			0.10			0.12			(0.43	)		(0.43	)
Class I
Six Months Ended 4/30/20 (unaudited)	$	8.55		0.07	(d)		0.20			0.27			(0.22	)		(0.22	)
Year Ended 10/31/19	$	8.55		0.16	(d)		0.32			0.48			(0.48	)		(0.48	)
Year Ended 10/31/18	$	9.08		0.15	(d)(e)		(0.21	)(e)		(0.06	)		(0.47	)		(0.47	)
Year Ended 10/31/17	$	9.63		0.13	(d)		(0.16	)		(0.03	)		(0.52	)		(0.52	)
Year Ended 10/31/16	$	9.96		0.13	(d)		0.06			0.19			(0.52	)		(0.52	)
Year Ended 10/31/15	$	10.26		0.16			0.07			0.23			(0.53	)		(0.53	)
Class R
Six Months Ended 4/30/20 (unaudited)	$	8.56		0.07	(d)		0.18			0.25			(0.20	)		(0.20	)
Year Ended 10/31/19	$	8.57		0.18	(d)		0.27			0.45			(0.46	)		(0.46	)
Year Ended 10/31/18	$	9.09		0.15	(d)(e)		(0.22	)(e)		(0.07	)		(0.45	)		(0.45	)
Year Ended 10/31/17	$	9.64		0.10	(d)		(0.16	)		(0.06	)		(0.49	)		(0.49	)
Year Ended 10/31/16	$	9.97		0.11	(d)		0.05			0.16			(0.49	)		(0.49	)
Year Ended 10/31/15	$	10.28		0.11			0.08			0.19			(0.50	)		(0.50	)

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

(b)  Annualized for periods less than one year.

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

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

(e)  Net Investment Income (Loss) per share, Net Realized and Unrealized Gains (Losses) on Investments and the Ratio of Net Investment Income (Loss) have been restated. See Item 11 in the Notes to Financial Statements.

(f)  Commencement of operations.

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 Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory INCORE Fund for Income
Class A
Six Months Ended 4/30/20 (unaudited)	$	8.60		2.91	%		0.91	%		1.75	%		0.92	%	$	123,867		15	%
Year Ended 10/31/19	$	8.56		5.50	%		0.92	%		2.12	%		0.94	%	$	136,570		29	%
Year Ended 10/31/18	$	8.56		(0.91	)%		0.92	%		1.64	%(e)		0.93	%	$	153,574		27	%
Year Ended 10/31/17	$	9.09		(0.51	)%		0.88	%		1.08	%		0.88	%	$	224,822		30	%
Year Ended 10/31/16	$	9.63		1.62	%		0.91	%		1.10	%		0.91	%	$	400,740		31	%
Year Ended 10/31/15	$	9.96		1.90	%		0.94	%		1.09	%		0.94	%	$	349,571		44	%
Class C
Six Months Ended 4/30/20 (unaudited)	$	8.52		2.55	%		1.71	%		0.91	%		1.75	%	$	21,065		15	%
Year Ended 10/31/19	$	8.48		4.72	%		1.72	%		1.53	%		1.73	%	$	22,541		29	%
Year Ended 10/31/18	$	8.48		(1.69	)%		1.70	%		0.94	%(e)		1.71	%	$	31,976		27	%
Year Ended 10/31/17	$	9.01		(1.41	)%		1.67	%		0.29	%		1.67	%	$	50,316		30	%
Year Ended 10/31/16	$	9.56		0.88	%		1.69	%		0.32	%		1.69	%	$	72,958		31	%
Year Ended 10/31/15	$	9.89		1.14	%		1.72	%		0.31	%		1.72	%	$	68,015		44	%
Class I
Six Months Ended 4/30/20 (unaudited)	$	8.60		3.16	%		0.64	%		1.68	%		0.66	%	$	523,712		15	%
Year Ended 10/31/19	$	8.55		5.79	%		0.64	%		1.84	%		0.65	%	$	447,735		29	%
Year Ended 10/31/18	$	8.55		(0.64	)%		0.63	%		1.69	%(e)		0.63	%	$	331,338		27	%
Year Ended 10/31/17	$	9.08		(0.34	)%		0.61	%		1.34	%		0.61	%	$	520,056		30	%
Year Ended 10/31/16	$	9.63		1.90	%		0.63	%		1.37	%		0.63	%	$	547,322		31	%
Year Ended 10/31/15	$	9.96		2.28	%		0.65	%		1.37	%		0.65	%	$	403,879		44	%
Class R
Six Months Ended 4/30/20 (unaudited)	$	8.61		3.02	%		0.91	%		1.65	%		0.92	%	$	39,695		15	%
Year Ended 10/31/19	$	8.56		5.37	%		0.92	%		2.04	%		0.94	%	$	38,596		29	%
Year Ended 10/31/18	$	8.57		(0.79	)%		0.91	%		1.67	%(e)		0.91	%	$	43,405		27	%
Year Ended 10/31/17	$	9.09		(0.62	)%		0.88	%		1.08	%		0.88	%	$	58,783		30	%
Year Ended 10/31/16	$	9.64		1.62	%		0.90	%		1.11	%		0.90	%	$	85,195		31	%
Year Ended 10/31/15	$	9.97		1.88	%		0.95	%		1.07	%		0.95	%	$	73,805		44	%

(continues on next page)

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)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Fund for Income
Class R6
Six Months Ended 4/30/20 (unaudited)	$	8.54		0.04	(d)		0.23			0.27			(0.22	)		(0.22	)
Year Ended 10/31/19	$	8.55		0.17	(d)		0.30			0.47			(0.48	)		(0.48	)
Year Ended 10/31/18	$	9.07		0.13	(d)(e)		(0.18	)(e)		(0.05	)		(0.47	)		(0.47	)
Year Ended 10/31/17	$	9.62		0.12	(d)		(0.16	)		(0.04	)		(0.51	)		(0.51	)
Year Ended 10/31/16	$	9.95		0.13	(d)		0.06			0.19			(0.52	)		(0.52	)
March 4, 2015(f) through 10/31/15	$	10.23		0.10			(0.03	)		0.07			(0.35	)		(0.35	)
Class Y
Six Months Ended 4/30/20 (unaudited)	$	8.56		0.03	(d)		0.22			0.25			(0.21	)		(0.21	)
Year Ended 10/31/19	$	8.56		0.13	(d)		0.35			0.48			(0.48	)		(0.48	)
Year Ended 10/31/18	$	9.08		0.19	(d)(e)		(0.25	)(e)		(0.06	)		(0.46	)		(0.46	)
Year Ended 10/31/17	$	9.64		0.10	(d)		(0.15	)		(0.05	)		(0.51	)		(0.51	)
Year Ended 10/31/16	$	9.96		0.13	(d)		0.06			0.19			(0.51	)		(0.51	)
Year Ended 10/31/15	$	10.27		0.08			0.14			0.22			(0.53	)		(0.53	)

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

(b)  Annualized for periods less than one year.

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

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

(e)  Net Investment Income (Loss) per share, Net Realized and Unrealized Gains (Losses) on Investments and the Ratio of Net Investment Income (Loss) have been restated. See Item 11 in the Notes to Financial Statements.

(f)  Commencement of operations.

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)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory INCORE Fund for Income
Class R6
Six Months Ended 4/30/20 (unaudited)	$	8.59		3.17	%		0.61	%		0.97	%		0.61	%	$	44,205		15	%
Year Ended 10/31/19	$	8.54		5.68	%		0.63	%		2.00	%		0.66	%	$	15,864		29	%
Year Ended 10/31/18	$	8.55		(0.52	)%		0.63	%		1.43	%(e)		0.69	%	$	13,741		27	%
Year Ended 10/31/17	$	9.07		(0.36	)%		0.63	%		1.31	%		0.73	%	$	9,407		30	%
Year Ended 10/31/16	$	9.62		1.89	%		0.63	%		1.37	%		0.97	%	$	6,286		31	%
March 4, 2015(f) through 10/31/15	$	9.95		0.70	%		0.63	%		1.24	%		0.99	%	$	3,896		44	%
Class Y
Six Months Ended 4/30/20 (unaudited)	$	8.60		3.00	%		0.71	%		0.72	%		0.75	%	$	104,100		15	%
Year Ended 10/31/19	$	8.56		5.72	%		0.71	%		1.48	%		0.79	%	$	54,950		29	%
Year Ended 10/31/18	$	8.56		(0.61	)%		0.71	%		2.14	%(e)		0.79	%	$	31,975		27	%
Year Ended 10/31/17	$	9.08		(0.53	)%		0.68	%		1.09	%		0.68	%	$	62,408		30	%
Year Ended 10/31/16	$	9.64		1.92	%		0.71	%		1.30	%		0.89	%	$	8,119		31	%
Year Ended 10/31/15	$	9.96		2.12	%		0.71	%		1.32	%		0.90	%	$	5,093		44	%

See notes to financial statements.

47

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 Investment Income			Net Realized Gains From Investments
Victory INCORE Investment Grade Convertible Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	17.51		0.13	(d)		(0.99	)		(0.86	)		(0.21	)		(0.59	)
Year Ended 10/31/19	$	16.22		0.21	(d)		1.84			2.05			(0.28	)		(0.48	)
Year Ended 10/31/18	$	16.53		0.30	(d)		0.01			0.31			(0.53	)		(0.09	)
Year Ended 10/31/17	$	13.72		0.17	(d)		2.89			3.06			(0.25	)		—
Year Ended 10/31/16	$	14.00		0.11	(d)		(0.07	)		0.04			(0.32	)		—
Year Ended 10/31/15	$	14.10		0.14			0.03			0.17			(0.27	)		—
Class I
Six Months Ended 4/30/20 (unaudited)	$	17.50		0.17	(d)		(0.99	)		(0.82	)		(0.24	)		(0.59	)
Year Ended 10/31/19	$	16.21		0.31	(d)		1.83			2.14			(0.37	)		(0.48	)
Year Ended 10/31/18	$	16.53		0.36	(d)		(0.01	)		0.35			(0.58	)		(0.09	)
Year Ended 10/31/17	$	13.71		0.22	(d)		2.90			3.12			(0.30	)		—
Year Ended 10/31/16	$	13.98		0.17	(d)		(0.07	)		0.10			(0.37	)		—
Year Ended 10/31/15	$	14.09		0.18			0.03			0.21			(0.32	)		—

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

(b)  Annualized for periods less than one year.

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

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

See notes to financial statements.

48

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
Victory INCORE Investment Grade Convertible Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(0.80	)	$	15.85		(5.14	)%		1.36	%		1.65	%		1.36	%	$	37,461		24	%
Year Ended 10/31/19		(0.76	)	$	17.51		13.35	%		1.49	%		1.31	%		1.49	%	$	16,349		35	%
Year Ended 10/31/18		(0.62	)	$	16.22		1.87	%		1.27	%		1.79	%		1.27	%	$	14,268		41	%
Year Ended 10/31/17		(0.25	)	$	16.53		22.57	%		1.30	%		1.12	%		1.30	%	$	33,040		39	%
Year Ended 10/31/16		(0.32	)	$	13.72		0.29	%		1.48	%		0.80	%		1.48	%	$	14,350		22	%
Year Ended 10/31/15		(0.27	)	$	14.00		1.21	%		1.39	%		0.75	%		1.39	%	$	10,396		32	%
Class I
Six Months Ended 4/30/20 (unaudited)		(0.83	)	$	15.85		(4.99	)%		0.95	%		2.01	%		0.95	%	$	258,767		24	%
Year Ended 10/31/19		(0.85	)	$	17.50		13.99	%		0.96	%		1.87	%		0.96	%	$	263,981		35	%
Year Ended 10/31/18		(0.67	)	$	16.21		2.16	%		0.94	%		2.17	%		0.94	%	$	126,871		41	%
Year Ended 10/31/17		(0.30	)	$	16.53		23.07	%		0.94	%		1.47	%		0.94	%	$	78,879		39	%
Year Ended 10/31/16		(0.37	)	$	13.71		0.77	%		0.99	%		1.26	%		0.99	%	$	53,438		22	%
Year Ended 10/31/15		(0.32	)	$	13.98		1.54	%		1.00	%		1.14	%		1.01	%	$	40,024		32	%

See notes to financial statements.

49

Victory Portfolios Notes to Financial Statements
April 30, 2020

  (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 Diversified Stock Fund	Diversified Stock Fund	Class A, C, I, R, R6, and Y
Victory NewBridge Large Cap Growth Fund	NewBridge Large Cap Growth Fund	Class A, C, I and Y
Victory Special Value Fund	Special Value Fund	Class A, C, I, R and Y
Victory Strategic Allocation Fund	Strategic Allocation Fund	Class A, C, I and R
Victory INCORE Fund for Income	INCORE Fund for Income	Class A, C, I, R, R6 and Y
Victory INCORE Investment Grade Convertible Fund	INCORE Investment Grade Convertible Fund	Class A and I

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 generally accepted accounting principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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.)

50

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (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.

Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 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 April 30, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments (amounts in thousands).

	Level 1		Level 2		Level 3		Total
Diversified Stock Fund
Common Stocks	$	228,375	$	—	$	—	$	228,375
Exchange-Traded Funds		5,947		—		—		5,947
Collateral for Securities Loaned		7,855		—		—		7,855
Total	$	242,177	$	—	$	—	$	242,177
NewBridge Large Cap Growth Fund
Common Stocks	$	14,935	$	—	$	—	$	14,935
Collateral for Securities Loaned		349		—		—		349
Total	$	15,284	$	—	$	—	$	15,284
Special Value Fund
Common Stocks	$	41,320	$	—	$	—	$	41,320
Exchange-Traded Funds		1,076		—		—		1,076
Collateral for Securities Loaned		503		—		—		503
Total	$	42,899	$	—	$	—	$	42,899
Strategic Allocation Fund
Affiliated Exchange-Traded Funds	$	1,508	$	—	$	—	$	1,508
Affiliated Mutual Funds		20,697		—		—		20,697
Total	$	22,205	$	—	$	—	$	22,205

51

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

	Level 1		Level 2		Level 3		Total
INCORE Fund for Income
Government National Mortgage Association	$	—	$	619,822	$	—	$	619,822
U.S. Treasury Obligations		—		226,939		—		226,939
Investment Companies		13,479		—		—		13,479
Total	$	13,479	$	846,761	$	—	$	860,240
INCORE Investment Grade Convertible Fund
Convertible Corporate Bonds	$	—	$	199,776	$	—	$	199,776
Convertible Preferred Stocks		81,293		6,537		—		87,830
Collateral for Securities Loaned		15,447		—		—		15,447
Total	$	96,740	$	206,313	$	—	$	303,053

For the six months ended April 30, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.

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 the segregated assets are identified on the Schedules of Portfolio Investments.

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 Companies:

Exchange-Traded Funds ("ETFs"):

The Funds may invest in ETFs. ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

52

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

Open-End Funds:

The Funds may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the 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 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 (amounts in thousands) is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of April 30, 2020. 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.

53

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (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
Diversified Stock Fund	$	7,537	$	7,537	$	—	$	—	$	—	$	—
NewBridge Large Cap Growth Fund		340		340		—		—		—		—
Special Value Fund		472		472		—		—		—		—
INCORE Investment Grade Convertible Fund	$	15,194		15,194		—		—		—		—

*  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 Statement of Assets and Liabilities.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid monthly for the INCORE Fund for Income. Dividends from net investment income, if any, are declared and paid quarterly for the Diversified Stock Fund, Strategic Allocation Fund and INCORE Investment Grade Convertible Fund. Dividends from net investment income, if any, are declared and paid annually for the NewBridge Large Cap Growth Fund and Special Value Fund. 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 October 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.

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Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing fees 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.

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 April 30, 2020, were as follows (amounts in thousands):

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)		Purchases of U.S. Government Securities		Sales U.S. Government Securities
Diversified Stock Fund	$	154,602	$	189,514	$	—	$	—
NewBridge Large Cap Growth Fund		3,566		6,094		—		—
Special Value Fund		28,808		35,445		—		—
Strategic Allocation Fund		2,281		3,852		—		—
INCORE Fund for Income		—		—		171,402		103,152
INCORE Investment Grade Convertible Fund		78,118		44,167		—		—

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
Strategic Allocation Fund		0.10	%
	Tier Rate
Diversified Stock Fund
Up to $800 million		0.65	%
$800 million — $2.4 billion		0.60	%
Over $2.4 billion		0.55	%
NewBridge Large Cap Growth Fund
Up to $400 million		0.75	%
$400 million — $800 million		0.65	%
Over $800 million		0.60	%
Special Value Fund
Up to $400 million		0.75	%
$400 million — $800 million		0.65	%
Over $800 million		0.60	%
INCORE Fund for Income
Up to $400 million		0.50	%
$400 million — $800 million		0.45	%
Over $800 million		0.40	%

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	Tier Rate
INCORE Investment Grade Convertible Fund
Up to $400 million		0.75	%
$400 million — $800 million		0.65	%
Over $800 million		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, 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 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 on the Statements of Operations.

Sidley Austin 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. Effective on or about June 30, 2020, the Distributor's name will change to Victory Capital Services, Inc. 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 of the Funds, except for INCORE Fund for Income, and 1.00% of the average daily net assets of Class C Shares of the Funds. 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 R Shares of INCORE Fund for Income. 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 April 30, 2020, the Distributor received approximately $25 thousand 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

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other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of April 30, 2020, the expense limits (excluding voluntary waivers) are as follows:

	In effect November 1, 2019 until February 28, 2021
	Class A Shares			Class C Shares			Class I Shares			Class R Shares			Class R6 Shares			Class Y Shares
Diversified Stock Fund		N/A			2.02	%(a)		0.83	%(a)		N/A			0.78	%		0.86	%
NewBridge Large Cap Growth Fund		1.36	%		2.10	%		0.95	%		N/A			N/A			1.02	%
Special Value Fund		N/A			2.20	%		1.15	%		N/A			N/A			1.10	%
Strategic Allocation Fund		0.40	%		1.15	%		0.15	%		0.65	%		N/A			N/A
INCORE Fund for Income		0.91	%		1.71	%		0.64	%		0.91	%		0.63	%		0.71	%
INCORE Investment Grade Convertible Fund		1.39	%(a)		N/A			N/A			N/A			N/A			N/A

(a) In effect from March 1, 2020 until at least February 28, 2021

Was in effect from November 1, 2019 until February 29, 2020

Class A Shares

Class C Shares

Class I Shares

Class R Shares

Class R6 Shares

Class Y Shares

Diversified Stock Fund

N/A

N/A

N/A

N/A

0.78

%

0.86

%

The Funds (except Strategic Allocation Fund) 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. As of November 11, 2010, the Strategic Allocation Fund is no longer subject to repaying waived or reimbursed fees to the Adviser. Amounts repaid to the Adviser during the six months ended April 30, 2020, if any, are reflected on the Statements of Operations as Recoupment of prior expenses waived/reimbursed by Adviser.

As of April 30, 2020, the following amounts are available to be repaid to the Adviser (amounts in thousands):

Fund	Expires 10/31/20		Expires 10/31/21		Expires 10/31/22		Expires 10/31/23		Total
Diversified Stock Fund	$	20	$	27	$	30	$	18	$	95
NewBridge Large Cap Growth Fund		43		64		76		33		216
Special Value Fund		12		21		33		15		81
INCORE Fund for Income		8		42		86		65		201

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. For the six months ended April 30, 2020, the Adviser voluntarily waived the following amounts (in thousands):

Fund	As of 4/30/20
Special Value Fund	$	25
Strategic Allocation Fund		12

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

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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 INCORE Fund for Income and the INCORE Investment Grade Convertible Bond Fund are 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 April 30, 2020, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, prior to July 1, 2019, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) 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 (herein, the "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. For the six months ended April 30, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the six months ended April 30, 2020, Citibank earned approximately $225 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. 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. Interest charged to each Fund during the period, if applicable, 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 April 30, 2020.

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, if applicable, is presented on the Statements of Operations under Interfund

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lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending income.

The Funds did not utilize the Interfund Lending during the six months ended April 30, 2020.

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 October 31, 2020.

As of the most recent tax year ended October 31, 2019, the following Funds had net capital loss carryforwards as summarized in the table below (amounts in thousands):

	Short-Term Amount		Long-Term Amount		Total
INCORE Fund for Income	$	102,634	$	186,679	$	289,313

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. Transactions in affiliated securities during the six months ended April 30, 2020, were as follows (amounts in thousands):

	Value 10/31/2019		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Net Realized Gains Distributions from Affiliated Underlying Funds		Net Change in Unrealized Appreciation/ Depreciation			Value 4/30/2020		Dividend Income
Strategic Allocation Fund
Victory INCORE Total Return Bond Fund, Class R6	$	3,151	$	45	$	(48	)	$	1		$	—	$	60		$	3,209	$	45
Victory Integrity Discovery Fund, Class Y		929		—		(76	)		(14	)		20		(255	)		604		—
Victory Market Neutral Income Fund, Class I		5,437		74		(310	)		(1	)		—		90			5,290		74
Victory RS Global Fund, Class Y		7,443		99		(857	)		71			5		(461	)		6,300		98
Victory RS Partners Fund, Class Y		—		603		—			—			—		55			658		—
Victory Sophus Emerging Markets Small Cap Fund, Class Y		2,061		20		(180	)		(113	)		5		(290	)		1,503		20
Victory Trivalent Emerging Markets Small-Cap Fund, Class Y		1,968		19		(145	)		(69	)		—		(163	)		1,610		20
Victory Trivalent International Small-Cap Fund, Class I		—		1,390		—			—			—		133			1,523		—

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	Value 10/31/2019		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Net Realized Gains Distributions from Affiliated Underlying Funds		Net Change in Unrealized Appreciation/ Depreciation			Value 4/30/2020		Dividend Income
VictoryShares International Volatility Wtd ETF	$	1,807	$	—	$	(1,466	)	$	(60	)	$	—	$	(281	)	$	—	$	14
VictoryShares US Multi-Factor Minimum Volatility ETF		1,802		—		(151	)		35			—		(178	)		1,508		18
VictoryShares US Small Cap Volatility Wtd ETF		889		—		(618	)		(61	)		—		(210	)		—		5
	$	25,487	$	2,250	$	(3,851	)	$	(211	)	$	30	$	(1,500	)	$	22,205	$	294

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 April 30, 2020, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds.

Fund	Shareholder	Percent
INCORE Investment Grade Convertible Fund	Morgan Stanley Smith Barney LLC		35.8	%
Special Value Fund	Talcott Resolution Life Insurance Co.		34.4	%

10. Liquidity Risk Management Program:

The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Act. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Board approved the appointment of VCM as the administrator of the LRMP. At an in-person meeting held on February 20, 2020, VCM provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year.

VCM manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, VCM has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by VCM. VCM reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

The report from VCM concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable VCM to oversee and manage liquidity risk and ensure each Fund is able to meet redemption

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requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, VCM indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

11. Reclassification Adjustment:

INCORE Fund for Income has restated certain elements of its 2018 financial statements resulting from the identification of a GAAP reclassification error for the Fund's paydown gain (loss) transactions. The Fund accounts for paydown gain (loss) on a tax basis, requiring a GAAP reclassification to its periodic financial statements. This GAAP reclassification was not applied to the Fund's 2018 annual financial statements, which resulted in net investment income being overstated. Certain amounts in the Financial Highlights were misstated; net investment income (loss) per share, net realized and unrealized gains (losses) per share and ratio of net investment income (loss) to average net assets. However, this reclassification had no impact on the Fund's net assets, NAV, performance, or taxable distributions paid and reported to shareholders for the fiscal and tax years ended 2018.

12. Subsequent Events:

An outbreak of respiratory disease called COVID-19 was first detected in China in December 2019 and subsequently spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

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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. Forms N-PORT are available on the SEC's web site 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 November 1, 2019 through April 30, 2020.

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.

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	Beginning Account Value 11/1/19		Actual Ending Account Value 4/30/20		Hypothetical Ending Account Value 4/30/20		Actual Expenses Paid During Period 11/1/19- 4/30/20*		Hypothetical Expenses Paid During Period 11/1/19- 4/30/20*		Annualized Expense Ratio During Period 11/1/19- 4/30/20
Diversified Stock Fund
Class A Shares	$	1,000.00	$	909.60	$	1,019.44	$	5.18	$	5.47		1.09	%
Class C Shares		1,000.00		904.70		1,014.52		9.85		10.42		2.08	%
Class I Shares		1,000.00		910.50		1,020.69		3.99		4.22		0.84	%
Class R Shares		1,000.00		908.20		1,018.05		6.50		6.87		1.37	%
Class R6 Shares		1,000.00		910.80		1,020.98		3.71		3.92		0.78	%
Class Y Shares		1,000.00		910.10		1,020.59		4.08		4.32		0.86	%
NewBridge Large Cap Growth Fund
Class A Shares		1,000.00		1,126.10		1,018.10		7.19		6.82		1.36	%
Class C Shares		1,000.00		1,120.60		1,014.42		11.07		10.52		2.10	%
Class I Shares		1,000.00		1,126.60		1,020.14		5.02		4.77		0.95	%
Class Y Shares		1,000.00		1,125.60		1,019.79		5.39		5.12		1.02	%
Special Value Fund
Class A Shares		1,000.00		908.40		1,018.75		5.84		6.17		1.23	%
Class C Shares		1,000.00		904.50		1,014.42		9.94		10.52		2.10	%
Class I Shares		1,000.00		908.90		1,019.64		4.98		5.27		1.05	%
Class R Shares		1,000.00		906.50		1,017.16		7.35		7.77		1.55	%
Class Y Shares		1,000.00		909.30		1,019.89		4.75		5.02		1.00	%
Strategic Allocation Fund
Class A Shares		1,000.00		942.00		1,022.87		1.93		2.01		0.40	%
Class C Shares		1,000.00		938.30		1,019.14		5.54		5.77		1.15	%
Class I Shares		1,000.00		942.90		1,024.12		0.72		0.75		0.15	%
Class R Shares		1,000.00		941.30		1,021.63		3.14		3.27		0.65	%
INCORE Fund for Income
Class A Shares		1,000.00		1,029.10		1,020.34		4.59		4.57		0.91	%
Class C Shares		1,000.00		1,025.50		1,016.36		8.61		8.57		1.71	%
Class I Shares		1,000.00		1,031.60		1,021.68		3.23		3.22		0.64	%
Class R Shares		1,000.00		1,030.20		1,020.34		4.59		4.57		0.91	%
Class R6 Shares		1,000.00		1,031.70		1,021.83		3.08		3.07		0.61	%
Class Y Shares		1,000.00		1,030.00		1,021.33		3.58		3.57		0.71	%
INCORE Investment Grade Convertible Fund
Class A Shares		1,000.00		948.60		1,018.10		6.59		6.82		1.36	%
Class I Shares		1,000.00		950.10		1,020.14		4.61		4.77		0.95	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

63

Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of each of the Funds at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of these advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow;

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other indirect benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fees and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. With respect to certain Funds, the Board also reviewed fees and other information related

64

Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to these other accounts. The Board also noted that the breakpoints in the advisory fee schedule for some of the Funds evidenced one way in which the Adviser has shown a willingness to share in its economies of scale.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board noted that, except for the Strategic Allocation Fund, each Fund's advisory fee structure contained at least one breakpoint. The Board also noted that the Adviser contractually agreed to waive the advisory fee payable by the Strategic Allocation Fund through February 28, 2020. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Funds and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has committed to enhance portfolio analysis, compliance and trading systems.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

Victory Diversified Stock Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for all of the periods reviewed. The Board noted that the Fund's portfolio management team changed in May 2017. The Board discussed the Fund's investment strategy, the Adviser's implementation of the strategy, and related market conditions, together with relevant fee and expense considerations. The Board also discussed the steps that had been or could be taken by the Adviser to enhance performance in the future, and the Board's continued monitoring of the Fund's performance.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

NewBridge Large Cap Growth Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for all of the periods reviewed. The Adviser discussed the Fund's performance in the context of the Fund's investment strategy. The Board discussed the Fund's investment strategy, the Adviser's implementation of the strategy, and related market conditions, together with relevant fee and expense considerations. The Board also discussed the steps that had been or could be taken by the Adviser to enhance performance in the future, and the Board's continued monitoring of the Fund's performance.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

65

Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

Special Value Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for all of the periods reviewed. The Board noted that the Fund's portfolio management team changed in May 2017. The Board discussed the Fund's investment strategy, the Adviser's implementation of the strategy, and related market conditions, together with relevant fee and expense considerations. The Board also discussed the steps that had been or could be taken by the Adviser to enhance performance in the future, and the Board's continued monitoring of the Fund's performance.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that one way the Adviser is addressing the Fund's underperformance is through its change of the Fund's portfolio management team; (4) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (5) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Strategic Allocation Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, and outperformed the peer group median for all of the periods reviewed. The Board noted that the Fund changed its investment strategy and its benchmark index in December 2015. The Board brought the Fund's underperformance as compared to its benchmark index to management's attention and discussed with the Adviser the Fund's benchmark index.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

INCORE Fund for Income:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for the five- and ten-year periods, underperformed both the benchmark index and the peer group median for the three-year period, outperformed the peer group median for the one-year period, and underperformed the benchmark index for the one-year period. The Board discussed with the Adviser how market conditions affected the Fund during periods of underperformance given the Fund's investment strategy and fee and expense profile.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

INCORE Investment Grade Convertible Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for the one-year period, underperformed both the benchmark index and the peer group median for the three- and ten-year periods, underperformed the benchmark index for the five-year period and outperformed the peer

66

Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

group median for the five-year period. The Board noted that the Fund changed its benchmark index in August 2017.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

67

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)

VP-AR (4/20)

April 30, 2020

Semi Annual Report

Victory Sycamore Established Value Fund

Victory Sycamore Small Company Opportunity Fund

Beginning 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 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
Victory Sycamore Established Value Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	5
Statements of Assets and Liabilities	12-13
Statements of Operations	14
Statements of Changes in Net Assets	15-17
Financial Highlights	18-21
Victory Sycamore Small Company Opportunity Fund
Investment Objectives & Portfolio Holdings	4
Schedule of Portfolio Investments	8
Statements of Assets and Liabilities	12-13
Statements of Operations	14
Statements of Changes in Net Assets	15-17
Financial Highlights	22-23
Notes to Financial Statements	24
Supplemental Information
Proxy Voting and Portfolio Holdings Information	33
Expense Examples	33
Considerations of the Board in Continuing the Investment Advisory Agreement	35
Privacy Policy (inside back cover)

1

The Funds are distributed by Victory Capital Services, 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 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

This page is intentionally left blank.

3

Victory Portfolios April 30, 2020

  (Unaudited)

Investment Objectives & Portfolio Holdings:

Sycamore Established Value Fund
Seeks to provide long-term capital growth.

Portfolio Holdings

As a Percentage of Total Investments

Sycamore Small Company Opportunity Fund
Seeks to provide capital appreciation.

Portfolio Holdings

As a Percentage of Total Investments

4

Victory Portfolios
Victory Sycamore Established Value Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.4%)
Communication Services (2.3%):
Cinemark Holdings, Inc. (a)		3,674,300	$	52,469
The Interpublic Group of Cos., Inc. (a)		7,200,000		122,256
ViacomCBS, Inc., Class B (a)		3,041,000		52,488
				227,213
Consumer Discretionary (9.4%):
Aptiv PLC		738,100		51,335
BorgWarner, Inc. (a)		5,775,000		164,992
Carter's, Inc.		1,062,700		83,103
Darden Restaurants, Inc.		2,613,675		192,862
Las Vegas Sands Corp.		1,475,000		70,830
Marriott International, Inc., Class A (a)		1,300,000		118,222
Mohawk Industries, Inc. (a) (b)		946,600		83,036
Yum! Brands, Inc.		1,865,000		161,192
				925,572
Consumer Staples (7.4%):
Archer-Daniels-Midland Co.		6,520,200		242,160
Hormel Foods Corp. (a)		1,786,275		83,687
Kimberly-Clark Corp.		36,675		5,079
Sysco Corp.		2,800,000		157,556
The Kroger Co.		4,664,500		147,445
Tyson Foods, Inc., Class A		1,475,000		91,730
				727,657
Energy (3.6%):
Cimarex Energy Co.		3,208,800		81,568
Devon Energy Corp.		6,400,000		79,808
Parsley Energy, Inc., Class A		6,233,500		58,907
Valero Energy Corp.		2,040,000		129,233
				349,516
Financials (16.9%):
Aflac, Inc.		3,490,000		129,968
Alleghany Corp.		390,000		208,146
American Financial Group, Inc.		2,200,000		145,728
Arthur J. Gallagher & Co.		1,210,100		94,993
E*TRADE Financial Corp.		3,417,600		138,789
Everest Re Group Ltd.		791,000		136,946
Old Republic International Corp.		5,900,000		94,105
Prosperity Bancshares, Inc. (a)		2,844,999		170,500
TCF Financial Corp.		3,811,000		113,149
The Allstate Corp.		1,693,925		172,306
W.R. Berkley Corp.		2,050,000		110,700
Zions Bancorp NA (a)		4,700,000		148,567
				1,663,897
Health Care (7.2%):
AmerisourceBergen Corp. (a)		1,353,000		121,310
Hill-Rom Holdings, Inc.		1,202,100		135,224

See notes to financial statements.

5

Victory Portfolios
Victory Sycamore Established Value Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Molina Healthcare, Inc. (b)		829,900	$	136,079
QIAGEN NV (b)		2,481,800		103,466
Quest Diagnostics, Inc.		1,875,300		206,489
				702,568
Industrials (14.5%):
AGCO Corp. (a)		2,935,000		155,086
Alaska Air Group, Inc.		2,604,400		84,695
Hubbell, Inc.		865,000		107,632
JB Hunt Transport Services, Inc.		1,489,300		150,598
Landstar System, Inc. (a)		1,883,800		194,615
ManpowerGroup, Inc.		2,007,800		149,059
Owens Corning, Inc. (a)		3,100,000		134,416
Parker-Hannifin Corp.		930,000		147,052
Republic Services, Inc.		1,166,000		91,344
Textron, Inc.		5,345,000		140,894
Xylem, Inc.		975,000		70,103
				1,425,494
Information Technology (15.0%):
Amphenol Corp., Class A		560,000		49,426
Coherent, Inc. (b)		1,150,000		147,051
DXC Technology Co.		2,748,793		49,836
Flex Ltd. (a) (b)		16,200,000		158,111
Genpact Ltd.		4,100,000		141,163
Hewlett Packard Enterprises Co. (a)		9,089,000		91,435
KLA Corp.		495,000		81,225
Leidos Holdings, Inc.		1,435,500		141,842
MAXIMUS, Inc.		2,390,650		160,938
Motorola Solutions, Inc.		845,300		121,563
Nuance Communications, Inc. (b)		8,031,000		162,226
Skyworks Solutions, Inc.		1,178,000		122,370
Zebra Technologies Corp. (b)		203,000		46,621
				1,473,807
Materials (10.2%):
AptarGroup, Inc.		1,135,300		121,568
Avery Dennison Corp.		1,510,000		166,689
Eastman Chemical Co.		2,925,000		176,991
Packaging Corp. of America		1,195,000		115,497
Reliance Steel & Aluminum Co.		1,810,000		162,140
Steel Dynamics, Inc.		5,300,000		128,631
Westlake Chemical Corp. (a)		2,950,000		128,178
				999,694
Real Estate (7.8%):
American Homes 4 Rent, Class A (a)		2,775,000		66,989
Healthcare Trust of America, Inc., Class A		4,904,500		120,798
Highwoods Properties, Inc.		4,600,000		178,525
Lamar Advertising Co., Class A (a)		2,880,000		166,032
National Retail Properties, Inc.		3,450,000		112,608
Public Storage		643,800		119,393
				764,345

See notes to financial statements.

6

Victory Portfolios
Victory Sycamore Established Value Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Utilities (3.1%):
Alliant Energy Corp. (a)		2,724,100	$	132,255
DTE Energy Co.		407,575		42,282
Xcel Energy, Inc.		2,068,975		131,504
				306,041
Total Common Stocks (Cost $10,447,438)				9,565,804
Exchange-Traded Funds (1.4%)
iShares Russell Mid-Cap Value ETF (a)		1,896,800		137,784
Total Exchange-Traded Funds (Cost $133,210)				137,784
Collateral for Securities Loaned^ (1.1%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (c)		1,954,396		1,954
Fidelity Investments Money Market Government Portfolio, Institutional Class, 0.18% (c)		44,751,868		44,752
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (c)		974,917		975
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67% (c)		13,590,822		13,591
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (c)		7,777,058		7,777
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (c)		34,967,169		34,967
Total Collateral for Securities Loaned (Cost $104,016)				104,016
Total Investments (Cost $10,684,664) — 99.9%				9,807,604
Other assets in excess of liabilities — 0.1%				6,251
NET ASSETS — 100.00%			$	9,813,855

^  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)  Rate disclosed is the daily yield on April 30, 2020.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

7

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.5%)
Communication Services (0.7%):
The E.W. Scripps Co., Class A (a) (b)		4,324,200	$	34,896
Consumer Discretionary (12.0%):
Asbury Automotive Group, Inc. (c)		51,144		3,452
Choice Hotels International, Inc. (d)		540,875		40,593
Churchill Downs, Inc. (d)		424,600		42,553
Core-Mark Holding Co., Inc. (b)		2,399,950		68,975
Dunkin' Brands Group, Inc.		616,550		38,744
Helen of Troy Ltd. (c) (d)		334,776		54,997
Hyatt Hotels Corp., Class A (d)		765,500		43,067
Murphy USA, Inc. (c) (d)		397,880		42,494
Oxford Industries, Inc.		508,147		21,302
Penske Automotive Group, Inc. (d)		1,464,975		52,709
Sonic Automotive, Inc., Class A		107,818		2,311
Steven Madden Ltd.		1,692,062		42,420
Texas Roadhouse, Inc. (d)		1,488,625		70,099
Unifi, Inc. (c)		694,700		7,190
Visteon Corp. (c) (d)		513,700		30,976
				561,882
Consumer Staples (3.4%):
Casey's General Stores, Inc. (d)		265,540		40,205
Edgewell Personal Care Co. (c) (d)		1,546,100		42,688
Flowers Foods, Inc. (d)		301,475		6,717
Sanderson Farms, Inc. (d)		525,088		71,486
				161,096
Energy (1.7%):
Delek U.S. Holdings, Inc. (d)		1,890,200		44,136
Helix Energy Solutions Group, Inc. (c) (d)		6,200,000		15,748
PDC Energy, Inc. (c)		1,678,698		21,806
				81,690
Financials (20.7%):
American Financial Group, Inc.		354,553		23,486
AMERISAFE, Inc.		732,414		46,633
Associated Bancorp, Class A		1,957,734		27,682
Axis Capital Holdings Ltd.		1,463,075		53,549
Bank of Hawaii Corp. (d)		906,800		61,826
Columbia Banking System, Inc.		1,525,200		41,165
Eagle Bancorp, Inc.		830,250		29,125
FBL Financial Group, Inc., Class A (a)		501,805		19,611
First American Financial Corp.		1,417,300		65,365
Horace Mann Educators Corp.		1,384,600		48,683
Independent Bank Corp.		959,321		69,926
Kemper Corp. (d)		970,600		65,243
Lakeland Financial Corp. (d)		1,014,350		42,937
Pinnacle Financial Partners, Inc. (d)		1,460,675		58,792
RenaissanceRe Holdings Ltd. (d)		272,000		39,715
Renasant Corp.		885,200		23,219

See notes to financial statements.

8

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
South State Corp.		974,800	$	56,382
State Auto Financial Corp. (a)		1,318,777		33,088
Stewart Information Services Corp. (b)		1,360,810		43,355
UMB Financial Corp.		1,066,850		54,239
White Mountains Insurance Group Ltd.		60,145		58,521
				962,542
Health Care (7.5%):
AngioDynamics, Inc. (b) (c)		4,048,525		42,226
Avanos Medical, Inc., Class I (c) (d)		1,402,325		43,542
Cutera, Inc. (b) (c)		1,137,300		15,297
Hanger, Inc. (b) (c)		2,041,640		37,485
ICU Medical, Inc. (c) (d)		283,500		62,174
Magellan Health, Inc. (c)		739,600		44,916
Natus Medical, Inc. (c)		1,023,500		25,577
NuVasive, Inc. (c)		626,275		38,128
Patterson Cos., Inc. (d)		2,186,400		39,967
				349,312
Industrials (23.3%):
ABM Industries, Inc.		1,209,525		41,717
Alamo Group, Inc.		579,950		57,090
Altra Industrial Motion Corp.		1,376,200		38,410
Applied Industrial Technologies, Inc. (d)		1,377,525		72,169
Astec Industries, Inc.		762,200		30,572
Carlisle Cos., Inc.		393,984		47,656
Crane Co.		1,060,500		57,744
EMCOR Group, Inc.		904,025		57,433
Encore Wire Corp.		1,002,300		45,885
Forward Air Corp.		826,602		42,653
Hillenbrand, Inc. (d)		971,704		20,357
Kennametal, Inc. (d)		969,600		24,831
Korn Ferry		1,224,500		35,302
Marten Transport Ltd.		2,275,800		51,023
Mueller Industries, Inc.		1,151,975		29,836
MYR Group, Inc. (c)		481,800		14,454
Saia, Inc. (c) (d)		461,025		42,654
TriMas Corp. (c)		1,679,050		40,029
US Ecology, Inc.		930,600		30,505
UniFirst Corp.		359,825		60,504
Universal Forest Products, Inc.		1,193,050		49,058
Valmont Industries, Inc.		292,800		34,328
Viad Corp.		1,424,350		34,142
Watts Water Technologies, Inc., Class A		705,300		58,117
Werner Enterprises, Inc. (d)		1,724,900		69,203
				1,085,672
Information Technology (12.1%):
ADTRAN, Inc. (b)		2,754,600		28,317
Advanced Energy Industries, Inc. (c)		863,350		48,002
Littelfuse, Inc. (d)		318,200		46,216
LogMeIn, Inc. (d)		451,025		38,545

See notes to financial statements.

9

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
ManTech International Corp., Class A		703,000	$	52,416
MAXIMUS, Inc.		777,075		52,313
MicroStrategy, Inc. (c)		376,800		47,600
MKS Instruments, Inc. (d)		543,300		54,455
NETGEAR, Inc. (b) (c)		1,951,100		46,788
Plexus Corp. (c)		721,600		45,237
ScanSource, Inc. (c)		1,255,800		32,550
Sykes Enterprises, Inc. (c)		1,944,125		55,660
Verint Systems, Inc. (c) (d)		435,600		18,618
				566,717
Materials (6.3%):
Cabot Corp.		1,417,733		48,047
Kaiser Aluminum Corp.		485,825		35,091
Minerals Technologies, Inc.		1,249,725		55,037
PolyOne Corp.		844,950		19,679
Silgan Holdings, Inc.		1,306,100		45,060
Sonoco Products Co. (d)		993,050		48,501
Worthington Industries, Inc.		1,628,500		43,058
				294,473
Real Estate (6.1%):
Columbia Property Trust, Inc.		2,463,300		35,201
Healthcare Realty Trust, Inc. (d)		1,869,875		54,956
LTC Properties, Inc. (d)		588,675		20,957
Rayonier, Inc.		2,397,800		57,619
Sunstone Hotel Investors, Inc.		4,812,500		44,227
Urstadt Biddle Properties, Inc., Class A		1,065,225		15,563
Washington Real Estate Investment Trust (d)		2,508,525		58,498
				287,021
Utilities (2.7%):
ALLETE, Inc.		559,400		32,199
MGE Energy, Inc.		457,600		29,588
NorthWestern Corp.		613,050		35,367
ONE Gas, Inc. (d)		377,000		30,051
				127,205
Total Common Stocks (Cost $4,807,634)				4,512,506
Exchange-Traded Funds (1.1%)
iShares Russell 2000 Value ETF (d)		576,000		53,171
Total Exchange-Traded Funds (Cost $66,331)				53,171

See notes to financial statements.

10

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
April 30, 2020

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (2.3%)
BlackRock Liquidity Funds TempFund, Institutional Class, 0.61% (e)		1,999,278	$	1,999
Fidelity Investments Money Market Government Portfolio, Institutional Class, 0.18% (e)		45,779,593		45,780
Fidelity Investments Money Market Prime Money Market Portfolio, Institutional Class, 0.47% (e)		997,306		997
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.67% (e)		13,902,935		13,903
JPMorgan Prime Money Market Fund, Capital Class, 0.68% (e)		7,955,658		7,956
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.72% (e)		35,770,189		35,770
Total Collateral for Securities Loaned (Cost $106,405)				106,405
Total Investments (Cost $4,980,370) — 99.9%				4,672,082
Other assets in excess of liabilities — 0.1%				6,286
NET ASSETS — 100.00%			$	4,678,368

^  Purchased with cash collateral from securities on loan.

(a)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of April 30, 2020, illiquid securities were 1.9% of the Fund's net assets.

(b)  Affiliated security (See Note 8).

(c)  Non-income producing security.

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

(e)  Rate disclosed is the daily yield on April 30, 2020.

ETF — Exchange-Traded Fund

See notes to financial statements.

11

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Victory Sycamore Established Value Fund			Victory Sycamore Small Company Opportunity Fund
ASSETS:
Affiliated investments, at value (Cost $— and $443,520)	$	—		$	317,339
Unaffiliated investments, at value (Cost $10,684,664 and $4,536,850)		9,807,604	(a)		4,354,743	(b)
Cash and cash equivalents		149,006			124,620
Receivables:
Interest and dividends		4,039			1,719
Capital shares issued		12,123			10,815
Investments sold		21,190			21,069
Prepaid expenses		165			68
Total Assets		9,994,127			4,830,373
LIABILITIES:
Payables:
Collateral received on loaned securities		104,016			106,405
Investments purchased		49,409			35,470
Capital shares redeemed		21,359			6,400
Accrued expenses and other payables:
Investment advisory fees		3,388			2,709
Administration fees		449			214
Custodian fees		75			36
Transfer agent fees		783			370
Compliance fees		9			4
Trustees' fees		31			16
12b-1 fees		277			73
Other accrued expenses		476			308
Total Liabilities		180,272			152,005
NET ASSETS:
Capital		10,163,154			4,946,704
Total distributable earnings/(loss)		(349,299	)		(268,336	)
Net Assets	$	9,813,855		$	4,678,368
Net Assets
Class A Shares	$	1,364,843		$	337,799
Class C Shares		56,911			—
Class I Shares		2,822,793			3,816,616
Class R Shares		616,741			209,913
Class R6 Shares		4,350,662			286,960
Class Y Shares		601,905			27,080
Total	$	9,813,855		$	4,678,368
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		42,897			9,664
Class C Shares		1,833			—
Class I Shares		88,664			107,967
Class R Shares		19,667			6,470
Class R6 Shares		136,605			8,128
Class Y Shares		18,908			771
Total		308,574			133,000

(continues on next page)

See notes to financial statements.

12

Victory Portfolios Statements of Assets and Liabilities
April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited) (continued)

	Victory Sycamore Established Value Fund			Victory Sycamore Small Company Opportunity Fund
Net asset value, offering (except Class A Shares) and redemption price per share: (c)
Class A Shares	$	31.82		$	34.95
Class C Shares (d)		31.05			—
Class I Shares		31.84			35.35
Class R Shares		31.36			32.45
Class R6 Shares		31.85			35.31
Class Y Shares		31.83			35.11
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	$	33.76		$	37.08

(a)  Includes $98,612 of securities on loan.

(b)  Includes $101,164 of securities on loan.

(c)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

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

See notes to financial statements.

13

Victory Portfolios Statements of Operations
For the Six Months Ended April 30, 2020

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Victory Sycamore Established Value Fund			Victory Sycamore Small Company Opportunity Fund
Investment Income:
Interest from non-affiliates	$	2,131		$	762
Dividends from affiliates		—			2,231
Dividends from non-affiliates		132,256			47,883
Interfund lending income		40			1
Securities lending (net of fees)		280			150
Foreign tax withholding		—			(132	)
Total Income		134,707			50,895
Expenses:
Investment advisory fees		24,949			19,997
Administration fees		3,294			1,574
12b-1 fees — Class A Shares		2,026			505
12b-1 fees — Class C Shares		356			—
12b-1 fees — Class R Shares		1,847			627
Custodian fees		242			118
Transfer agent fees — Class A Shares		1,047			322
Transfer agent fees — Class C Shares		45			—
Transfer agent fees — Class I Shares		1,017			1,639
Transfer agent fees — Class R Shares		345			112
Transfer agent fees — Class R6 Shares		556			8
Transfer agent fees — Class Y Shares		277			24
Trustees' fees		478			226
Compliance fees		45			22
Legal and audit fees		251			121
State registration and filing fees		147			76
Other expenses		542			372
Total Expenses		37,464			25,743
Net Investment Income (Loss)		97,243			25,152
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated investment securities		—			(4,234	)
Net realized gains (losses) from unaffiliated investment securities		534,340			42,405
Net change in unrealized appreciation/depreciation on affiliated investment securities		—			(80,818	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		(2,456,030	)		(1,004,161	)
Net realized/unrealized gains (losses) on investments		(1,921,690	)		(1,046,808	)
Change in net assets resulting from operations	$	(1,824,447	)	$	(1,021,656	)

See notes to financial statements.

14

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  

	Victory Sycamore Established Value Fund						Victory Sycamore Small Company Opportunity Fund
	Six Months Ended April 30, 2020			Year Ended October 31,			Six Months Ended April 30, 2020			Year Ended October 31,
	(unaudited)			2019			(unaudited)			2019
From Investment Activities:
Operations:
Net investment income (loss)	$	97,243		$	138,347		$	25,152		$	40,419
Net realized gains (losses) from affiliated and unaffiliated investments		534,340			553,734			38,171			255,811
Net change in unrealized appreciation (depreciation) on affiliated and unaffiliated investments		(2,456,030	)		547,492			(1,084,979	)		318,608
Change in net assets resulting from operations		(1,824,447	)		1,239,573			(1,021,656	)		614,838
Distributions to Shareholders:
Class A Shares		(96,068	)		(169,100	)		(22,491	)		(53,953	)
Class C Shares		(4,079	)		(7,200	)		—			—
Class I Shares		(196,651	)		(316,124	)		(243,951	)		(475,137	)
Class R Shares		(43,572	)		(76,258	)		(14,387	)		(33,313	)
Class R6 Shares		(275,576	)		(354,635	)		(15,900	)		(23,009	)
Class Y Shares		(38,349	)		(43,476	)		(1,835	)		(3,713	)
Change in net assets resulting from distributions to shareholders		(654,295	)		(966,793	)		(298,564	)		(589,125	)
Change in net assets resulting from capital transactions		664,116			580,139			375,868			468,542
Change in net assets		(1,814,626	)		852,919			(944,352	)		494,255
Net Assets:
Beginning of period		11,628,481			10,775,562			5,622,720			5,128,465
End of period	$	9,813,855		$	11,628,481		$	4,678,368		$	5,622,720

(continues on next page)

See notes to financial statements.

15

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  (continued)

	Victory Sycamore Established Value Fund						Victory Sycamore Small Company Opportunity Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	202,116		$	354,106		$	52,561		$	96,031
Distributions reinvested		80,788			140,929			18,989			45,327
Cost of shares redeemed		(361,914	)		(739,328	)		(85,179	)		(174,978	)
Total Class A Shares	$	(79,010	)	$	(244,293	)	$	(13,629	)	$	(33,620	)
Class C Shares
Proceeds from shares issued	$	933		$	3,767		$	—		$	—
Distributions reinvested		3,802			6,686			—			—
Cost of shares redeemed		(10,398	)		(22,418	)		—			—
Total Class C Shares	$	(5,663	)	$	(11,965	)	$	—		$	—
Class I Shares
Proceeds from shares issued	$	550,697		$	880,254		$	688,376		$	911,034
Distributions reinvested		168,289			273,354			227,267			434,644
Cost of shares redeemed		(639,967	)		(1,206,721	)		(614,185	)		(913,187	)
Total Class I Shares	$	79,019		$	(53,113	)	$	301,458		$	432,491
Class R Shares
Proceeds from shares issued	$	58,334		$	119,414		$	26,601		$	40,972
Distributions reinvested		42,394			73,094			13,958			31,790
Cost of shares redeemed		(140,998	)		(279,535	)		(47,003	)		(77,878	)
Total Class R Shares	$	(40,270	)	$	(87,027	)	$	(6,444	)	$	(5,116	)
Class R6 Shares
Proceeds from shares issued	$	964,664		$	1,274,143		$	128,391		$	102,798
Distributions reinvested		268,929			345,033			15,321			22,339
Cost of shares redeemed		(619,204	)		(829,351	)		(53,637	)		(49,049	)
Total Class R6 Shares	$	614,389		$	789,825		$	90,075		$	76,088
Class Y Shares
Proceeds from shares issued	$	182,748		$	333,916		$	8,149		$	7,131
Distributions reinvested		34,703			37,685			831			1,272
Cost of shares redeemed		(121,800	)		(184,889	)		(4,572	)		(9,704	)
Total Class Y Shares	$	95,651		$	186,712		$	4,408		$	(1,301	)
Change in net assets resulting from capital transactions	$	664,116		$	580,139		$	375,868		$	468,542

(continues on next page)

See notes to financial statements.

16

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  (continued)

	Victory Sycamore Established Value Fund						Victory Sycamore Small Company Opportunity Fund
	Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019			Six Months Ended April 30, 2020 (unaudited)			Year Ended October 31, 2019
Share Transactions:
Class A Shares
Issued		5,917			9,514			1,389			2,275
Reinvested		2,082			4,199			420			1,215
Redeemed		(10,055	)		(19,577	)		(2,139	)		(4,096	)
Total Class A Shares		(2,056	)		(5,864	)		(330	)		(606	)
Class C Shares
Issued		27			105			—			—
Reinvested		99			206			—			—
Redeemed		(312	)		(621	)		—			—
Total Class C Shares		(186	)		(310	)		—			—
Class I Shares
Issued		15,733			23,417			18,255			21,227
Reinvested		4,359			8,111			4,969			11,502
Redeemed		(18,719	)		(32,973	)		(15,543	)		(21,333	)
Total Class I Shares		1,373			(1,445	)		7,681			11,396
Class R Shares
Issued		1,707			3,186			752			1,036
Reinvested		1,106			2,212			333			915
Redeemed		(3,983	)		(7,552	)		(1,251	)		(1,957	)
Total Class R Shares		(1,170	)		(2,154	)		(166	)		(6	)
Class R6 Shares
Issued		28,312			33,711			3,068			2,402
Reinvested		6,988			10,212			335			592
Redeemed		(17,387	)		(21,871	)		(1,346	)		(1,136	)
Total Class R6 Shares		17,913			22,052			2,057			1,858
Class Y Shares
Issued		5,174			8,883			193			172
Reinvested		901			1,114			18			34
Redeemed		(3,600	)		(4,909	)		(123	)		(230	)
Total Class Y Shares		2,475			5,088			88			(24	)
Change in Shares		18,349			17,367			9,330			12,618

See notes to financial statements.

17

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 Investment Income			Net Realized Gains from Investments
Victory Sycamore Established Value Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	40.09		0.28	(c)		(6.36	)		(6.08	)		(0.29	)		(1.90	)
Year Ended 10/31/19	$	39.52		0.40	(c)		3.61			4.01			(0.39	)		(3.05	)
Year Ended 10/31/18	$	40.01		0.35	(c)		0.48			0.83			(0.33	)		(0.99	)
Year Ended 10/31/17	$	33.82		0.22	(c)		6.53			6.75			(0.21	)		(0.35	)
Year Ended 10/31/16	$	35.55		0.23	(c)		1.50			1.73			(0.22	)		(3.24	)
Year Ended 10/31/15	$	37.01		0.44			3.07			3.51			(0.41	)		(4.56	)
Class C
Six Months Ended 4/30/20 (unaudited)	$	39.16		0.14	(c)		(6.20	)		(6.06	)		(0.15	)		(1.90	)
Year Ended 10/31/19	$	38.69		0.11	(c)		3.53			3.64			(0.12	)		(3.05	)
Year Ended 10/31/18	$	39.22		0.03	(c)		0.46			0.49			(0.03	)		(0.99	)
Year Ended 10/31/17	$	33.26		(0.09	)(c)		6.44			6.35			(0.04	)		(0.35	)
3/1/16(d) through 10/31/16	$	29.08		(0.09	)		4.37			4.28			(0.10	)		—
Class I
Six Months Ended 4/30/20 (unaudited)	$	40.12		0.34	(c)		(6.37	)		(6.03	)		(0.35	)		(1.90	)
Year Ended 10/31/19	$	39.55		0.52	(c)		3.62			4.14			(0.52	)		(3.05	)
Year Ended 10/31/18	$	40.04		0.47	(c)		0.48			0.95			(0.45	)		(0.99	)
Year Ended 10/31/17	$	33.83		0.32	(c)		6.56			6.88			(0.32	)		(0.35	)
Year Ended 10/31/16	$	35.56		0.30	(c)		1.52			1.82			(0.31	)		(3.24	)
Year Ended 10/31/15	$	37.01		0.56			3.08			3.64			(0.53	)		(4.56	)
Class R
Six Months Ended 4/30/20 (unaudited)	$	39.54		0.24	(c)		(6.27	)		(6.03	)		(0.25	)		(1.90	)
Year Ended 10/31/19	$	39.03		0.31	(c)		3.57			3.88			(0.32	)		(3.05	)
Year Ended 10/31/18	$	39.54		0.26	(c)		0.48			0.74			(0.26	)		(0.99	)
Year Ended 10/31/17	$	33.43		0.14	(c)		6.46			6.60			(0.14	)		(0.35	)
Year Ended 10/31/16	$	35.18		0.17	(c)		1.48			1.65			(0.16	)		(3.24	)
Year Ended 10/31/15	$	36.67		0.38			3.04			3.42			(0.35	)		(4.56	)

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

(b)  Annualized for periods less than one year.

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

(d)  Commencement of operations.

(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.

18

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(e)
Victory Sycamore Established Value Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(2.19	)	$	31.82		(16.11	)%		0.92	%		1.53	%		0.92	%	$	1,364,843		24	%
Year Ended 10/31/19		(3.44	)	$	40.09		11.96	%		0.92	%		1.06	%		0.92	%	$	1,802,034		34	%
Year Ended 10/31/18		(1.32	)	$	39.52		2.01	%		0.89	%		0.85	%		0.89	%	$	2,008,143		36	%
Year Ended 10/31/17		(0.56	)	$	40.01		20.12	%		0.90	%		0.58	%		0.90	%	$	2,386,049		32	%
Year Ended 10/31/16		(3.46	)	$	33.82		5.80	%		0.95	%		0.69	%		0.95	%	$	1,735,974		40	%
Year Ended 10/31/15		(4.97	)	$	35.55		10.08	%		0.99	%		1.21	%		0.99	%	$	1,076,956		58	%
Class C
Six Months Ended 4/30/20 (unaudited)		(2.05	)	$	31.05		(16.41	)%		1.69	%		0.78	%		1.69	%	$	56,911		24	%
Year Ended 10/31/19		(3.17	)	$	39.16		11.10	%		1.68	%		0.30	%		1.68	%	$	79,066		34	%
Year Ended 10/31/18		(1.02	)	$	38.69		1.19	%		1.68	%		0.07	%		1.68	%	$	90,128		36	%
Year Ended 10/31/17		(0.39	)	$	39.22		19.20	%		1.70	%		(0.24	)%		1.70	%	$	101,506		32	%
3/1/16(d) through 10/31/16		(0.10	)	$	33.26		14.75	%		1.80	%		(0.40	)%		1.80	%	$	25,146		40	%
Class I
Six Months Ended 4/30/20 (unaudited)		(2.25	)	$	31.84		(15.98	)%		0.60	%		1.86	%		0.60	%	$	2,822,793		24	%
Year Ended 10/31/19		(3.57	)	$	40.12		12.31	%		0.60	%		1.37	%		0.60	%	$	3,501,630		34	%
Year Ended 10/31/18		(1.44	)	$	39.55		2.30	%		0.59	%		1.14	%		0.59	%	$	3,509,093		36	%
Year Ended 10/31/17		(0.67	)	$	40.04		20.50	%		0.62	%		0.85	%		0.62	%	$	5,263,053		32	%
Year Ended 10/31/16		(3.55	)	$	33.83		6.08	%		0.69	%		0.91	%		0.69	%	$	2,590,122		40	%
Year Ended 10/31/15		(5.09	)	$	35.56		10.51	%		0.63	%		1.55	%		0.63	%	$	761,549		58	%
Class R
Six Months Ended 4/30/20 (unaudited)		(2.15	)	$	31.36		(16.21	)%		1.13	%		1.33	%		1.13	%	$	616,741		24	%
Year Ended 10/31/19		(3.37	)	$	39.54		11.72	%		1.13	%		0.84	%		1.13	%	$	823,796		34	%
Year Ended 10/31/18		(1.25	)	$	39.03		1.80	%		1.10	%		0.65	%		1.10	%	$	897,277		36	%
Year Ended 10/31/17		(0.49	)	$	39.54		19.89	%		1.10	%		0.38	%		1.10	%	$	1,005,561		32	%
Year Ended 10/31/16		(3.40	)	$	33.43		5.60	%		1.13	%		0.54	%		1.13	%	$	784,442		40	%
Year Ended 10/31/15		(4.91	)	$	35.18		9.91	%		1.16	%		1.05	%		1.16	%	$	705,436		58	%

(continues on next page)

See notes to financial statements.

19

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 Investment Income			Net Realized Gains from Investments
Victory Sycamore Established Value Fund
Class R6
Six Months Ended 4/30/20 (unaudited)	$	40.13		0.34	(c)		(6.37	)		(6.03	)		(0.35	)		(1.90	)
Year Ended 10/31/19	$	39.55		0.52	(c)		3.63			4.15			(0.52	)		(3.05	)
Year Ended 10/31/18	$	40.05		0.49	(c)		0.48			0.97			(0.48	)		(0.99	)
Year Ended 10/31/17	$	33.85		0.35	(c)		6.54			6.89			(0.34	)		(0.35	)
Year Ended 10/31/16	$	35.56		0.31	(c)		1.55			1.86			(0.33	)		(3.24	)
Year Ended 10/31/15	$	37.02		0.55			3.08			3.63			(0.53	)		(4.56	)
Class Y
Six Months Ended 4/30/20 (unaudited)	$	40.11		0.33	(c)		(6.37	)		(6.04	)		(0.34	)		(1.90	)
Year Ended 10/31/19	$	39.54		0.50	(c)		3.63			4.13			(0.51	)		(3.05	)
Year Ended 10/31/18	$	40.04		0.46	(c)		0.48			0.94			(0.45	)		(0.99	)
Year Ended 10/31/17	$	33.83		0.31	(c)		6.57			6.88			(0.32	)		(0.35	)
Year Ended 10/31/16	$	35.56		0.28	(c)		1.53			1.81			(0.30	)		(3.24	)
Year Ended 10/31/15	$	37.02		0.49			3.08			3.57			(0.47	)		(4.56	)

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

(b)  Annualized for periods less than one year.

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

(d)  Commencement of operations.

(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.

20

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(e)
Victory Sycamore Established Value Fund
Class R6
Six Months Ended 4/30/20 (unaudited)		(2.25	)	$	31.85		(15.97	)%		0.57	%		1.87	%		0.57	%	$	4,350,662		24	%
Year Ended 10/31/19		(3.57	)	$	40.13		12.35	%		0.58	%		1.38	%		0.58	%	$	4,762,844		34	%
Year Ended 10/31/18		(1.47	)	$	39.55		2.34	%		0.57	%		1.19	%		0.57	%	$	3,822,378		36	%
Year Ended 10/31/17		(0.69	)	$	40.05		20.54	%		0.54	%		0.91	%		0.54	%	$	1,314,843		32	%
Year Ended 10/31/16		(3.57	)	$	33.85		6.20	%		0.59	%		0.93	%		0.59	%	$	458,750		40	%
Year Ended 10/31/15		(5.09	)	$	35.56		10.48	%		0.63	%		1.47	%		0.65	%	$	52,450		58	%
Class Y
Six Months Ended 4/30/20 (unaudited)		(2.24	)	$	31.83		(16.00	)%		0.63	%		1.81	%		0.63	%	$	601,905		24	%
Year Ended 10/31/19		(3.56	)	$	40.11		12.28	%		0.63	%		1.32	%		0.63	%	$	659,111		34	%
Year Ended 10/31/18		(1.44	)	$	39.54		2.27	%		0.62	%		1.13	%		0.62	%	$	448,543		36	%
Year Ended 10/31/17		(0.67	)	$	40.04		20.51	%		0.60	%		0.81	%		0.60	%	$	487,044		32	%
Year Ended 10/31/16		(3.54	)	$	33.83		6.03	%		0.72	%		0.85	%		0.72	%	$	50,765		40	%
Year Ended 10/31/15		(5.03	)	$	35.56		10.27	%		0.83	%		1.36	%		0.94	%	$	10,200		58	%

See notes to financial statements.

21

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 Investment Income			Net Realized Gains from Investments
Victory Sycamore Small Company Opportunity Fund
Class A
Six Months Ended 4/30/20 (unaudited)	$	45.16		0.14	(c)		(8.07	)		(7.93	)		(0.20	)		(2.08	)
Year Ended 10/31/19	$	45.91		0.22	(c)		4.22			4.44			(0.10	)		(5.09	)
Year Ended 10/31/18	$	48.23		0.22	(c)		(0.09	)		0.13			(0.21	)		(2.24	)
Year Ended 10/31/17	$	39.74		0.11	(c)		10.44			10.55			(0.12	)		(1.94	)
Year Ended 10/31/16	$	40.01		0.10	(c)		3.05			3.15			(0.05	)		(3.37	)
Year Ended 10/31/15	$	42.01		0.03			1.60			1.63			—			(3.63	)
Class I
Six Months Ended 4/30/20 (unaudited)	$	45.71		0.21	(c)		(8.15	)		(7.94	)		(0.34	)		(2.08	)
Year Ended 10/31/19	$	46.43		0.35	(c)		4.28			4.63			(0.26	)		(5.09	)
Year Ended 10/31/18	$	48.75		0.37	(c)		(0.09	)		0.28			(0.36	)		(2.24	)
Year Ended 10/31/17	$	40.12		0.25	(c)		10.55			10.80			(0.23	)		(1.94	)
Year Ended 10/31/16	$	40.37		0.21	(c)		3.08			3.29			(0.17	)		(3.37	)
Year Ended 10/31/15	$	42.31		0.16			1.62			1.78			(0.09	)		(3.63	)
Class R
Six Months Ended 4/30/20 (unaudited)	$	42.05		0.09	(c)		(7.47	)		(7.38	)		(0.14	)		(2.08	)
Year Ended 10/31/19	$	43.13		0.13	(c)		3.91			4.04			(0.03	)		(5.09	)
Year Ended 10/31/18	$	45.47		0.10	(c)		(0.08	)		0.02			(0.12	)		(2.24	)
Year Ended 10/31/17	$	37.59		0.01	(c)		9.86			9.87			(0.05	)		(1.94	)
Year Ended 10/31/16	$	38.06		0.02	(c)		2.88			2.90			—			(3.37	)
Year Ended 10/31/15	$	40.21		(0.05	)		1.53			1.48			—			(3.63	)
Class R6
Six Months Ended 4/30/20 (unaudited)	$	45.66		0.21	(c)		(8.11	)		(7.90	)		(0.37	)		(2.08	)
Year Ended 10/31/19	$	46.38		0.36	(c)		4.28			4.64			(0.27	)		(5.09	)
Year Ended 10/31/18	$	48.69		0.30	(c)		—	(f)		0.30			(0.37	)		(2.24	)
Year Ended 10/31/17	$	40.08		0.21	(c)		10.58			10.79			(0.24	)		(1.94	)
12/15/15(d) through 10/31/16	$	38.97		0.13	(c)		4.54			4.67			(0.19	)		(3.37	)
Class Y
Six Months Ended 4/30/20 (unaudited)	$	45.39		0.18	(c)		(8.09	)		(7.91	)		(0.29	)		(2.08	)
Year Ended 10/31/19	$	46.13		0.30	(c)		4.24			4.54			(0.19	)		(5.09	)
Year Ended 10/31/18	$	48.33		0.29	(c)		(0.09	)		0.20			(0.16	)		(2.24	)
Year Ended 10/31/17	$	39.84		0.20	(c)		10.40			10.60			(0.17	)		(1.94	)
Year Ended 10/31/16	$	40.10		0.13	(c)		3.07			3.20			(0.09	)		(3.37	)
Year Ended 10/31/15	$	42.06		0.10			1.59			1.69			(0.02	)		(3.63	)

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

(b)  Annualized for periods less than one year.

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

(d)  Commencement of operations.

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

(f)  Rounds to less than $0.005.

See notes to financial statements.

22

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)			Net Expenses(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(e)
Victory Sycamore Small Company Opportunity Fund
Class A
Six Months Ended 4/30/20 (unaudited)		(2.28	)	$	34.95		(18.68	)%		1.26	%		0.68	%		1.26	%	$	337,799		19	%
Year Ended 10/31/19		(5.19	)	$	45.16		12.10	%		1.25	%		0.51	%		1.25	%	$	451,310		34	%
Year Ended 10/31/18		(2.45	)	$	45.91		0.17	%		1.22	%		0.46	%		1.22	%	$	486,622		43	%
Year Ended 10/31/17		(2.06	)	$	48.23		27.02	%		1.23	%		0.25	%		1.23	%	$	603,851		36	%
Year Ended 10/31/16		(3.42	)	$	39.74		8.66	%		1.26	%		0.25	%		1.26	%	$	529,545		59	%
Year Ended 10/31/15		(3.63	)	$	40.01		3.94	%		1.30	%		0.08	%		1.30	%	$	437,280		53	%
Class I
Six Months Ended 4/30/20 (unaudited)		(2.42	)	$	35.35		(18.54	)%		0.93	%		1.00	%		0.93	%	$	3,816,616		19	%
Year Ended 10/31/19		(5.35	)	$	45.71		12.49	%		0.92	%		0.82	%		0.92	%	$	4,584,086		34	%
Year Ended 10/31/18		(2.60	)	$	46.43		0.49	%		0.88	%		0.76	%		0.88	%	$	4,127,411		43	%
Year Ended 10/31/17		(2.17	)	$	48.75		27.44	%		0.90	%		0.56	%		0.90	%	$	4,003,419		36	%
Year Ended 10/31/16		(3.54	)	$	40.12		8.99	%		0.96	%		0.56	%		0.96	%	$	2,428,803		59	%
Year Ended 10/31/15		(3.72	)	$	40.37		4.30	%		0.96	%		0.40	%		0.96	%	$	2,049,885		53	%
Class R
Six Months Ended 4/30/20 (unaudited)		(2.22	)	$	32.45		(18.73	)%		1.44	%		0.50	%		1.44	%	$	209,913		19	%
Year Ended 10/31/19		(5.12	)	$	42.05		11.89	%		1.44	%		0.32	%		1.44	%	$	279,090		34	%
Year Ended 10/31/18		(2.36	)	$	43.13		(0.06	)%		1.44	%		0.23	%		1.44	%	$	286,480		43	%
Year Ended 10/31/17		(1.99	)	$	45.47		26.73	%		1.45	%		0.03	%		1.45	%	$	333,944		36	%
Year Ended 10/31/16		(3.37	)	$	37.59		8.42	%		1.48	%		0.05	%		1.48	%	$	302,652		59	%
Year Ended 10/31/15		(3.63	)	$	38.06		3.73	%		1.52	%		(0.13	)%		1.52	%	$	274,917		53	%
Class R6
Six Months Ended 4/30/20 (unaudited)		(2.45	)	$	35.31		(18.49	)%		0.87	%		1.04	%		0.87	%	$	286,960		19	%
Year Ended 10/31/19		(5.36	)	$	45.66		12.52	%		0.87	%		0.84	%		0.87	%	$	277,218		34	%
Year Ended 10/31/18		(2.61	)	$	46.38		0.52	%		0.87	%		0.62	%		0.87	%	$	195,360		43	%
Year Ended 10/31/17		(2.18	)	$	48.69		27.44	%		0.90	%		0.46	%		0.90	%	$	85,307		36	%
12/15/15(d) through 10/31/16		(3.56	)	$	40.08		12.86	%		0.98	%		0.39	%		1.12	%	$	21,044		59	%
Class Y
Six Months Ended 4/30/20 (unaudited)		(2.37	)	$	35.11		(18.58	)%		1.06	%		0.88	%		1.06	%	$	27,080		19	%
Year Ended 10/31/19		(5.28	)	$	45.39		12.31	%		1.07	%		0.69	%		1.07	%	$	31,016		34	%
Year Ended 10/31/18		(2.40	)	$	46.13		0.33	%		1.06	%		0.61	%		1.06	%	$	32,592		43	%
Year Ended 10/31/17		(2.11	)	$	48.33		27.10	%		1.15	%		0.45	%		1.25	%	$	35,416		36	%
Year Ended 10/31/16		(3.46	)	$	39.84		8.79	%		1.15	%		0.34	%		1.39	%	$	141,097		59	%
Year Ended 10/31/15		(3.65	)	$	40.10		4.10	%		1.15	%		0.23	%		1.33	%	$	76,761		53	%

See notes to financial statements.

23

Victory Portfolios Notes to Financial Statements
April 30, 2020

  (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 two Funds (collectively, the "Funds" and individually, a "Fund"):

Funds (Legal Name)	Funds (Short Name)*	Investment Share Classes Offered
Victory Sycamore Established Value Fund	Sycamore Established Value Fund	Class A, C, I, R, R6 and Y
Victory Sycamore Small Company Opportunity Fund	Sycamore Small Company Opportunity Fund	Class A, I, R, R6 and Y

*  The Funds are generally closed to new investors. The Funds will continue to be available for investment (by direct purchase or exchange) by only: existing shareholders, investors that purchase shares through certain intermediaries, retirement plans that purchase shares through certain record keepers, and current and retired Fund trustees, officers, employees of Victory Capital Management Inc. and affiliated providers, and their family members.

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 generally accepted accounting principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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

24

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

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• 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)

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 in open-end investment companies are valued at net asset value. These 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 April 30, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments (amounts in thousands).

	Level 1		Level 2		Level 3		Total
Sycamore Established Value Fund
Common Stocks	$	9,565,804	$	—	$	—	$	9,565,804
Exchange-Traded Funds		137,784		—		—		137,784
Collateral for Securities Loaned		104,016		—		—		104,016
Total	$	9,807,604	$	—	$	—	$	9,807,604
Sycamore Small Company Opportunity Fund
Common Stocks	$	4,512,506	$	—	$	—	$	4,512,506
Exchange-Traded Funds		53,171		—		—		53,171
Collateral for Securities Loaned		106,405		—		—		106,405
Total	$	4,672,082	$	—	$	—	$	4,672,082

For the six months ended April 30, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.

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 Companies:

Exchange-Traded Funds ("ETFs"):

The Funds may invest in ETFs. ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities

25

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

designed to track the performance and dividend yield of a particular domestic or foreign market index. A Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

The Funds may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the 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 on 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 (amounts in thousands) is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of April 30, 2020. These transactions are accounted for

26

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

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
Sycamore Established Value Fund	$	98,612	$	98,612	$	—	$	—	$	—	$	—
Sycamore Small Company Opportunity Fund		101,164		101,164		—		—		—		—

*  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 quarterly for the Sycamore Established Value Fund. Dividends from net investment income, if any, are declared and paid annually for the Sycamore Small Company Opportunity Fund. 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 October 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 fees 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.

27

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

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 April 30, 2020, were as follows (amounts in thousands):

	Purchases		Sales
Sycamore Established Value Fund	$	3,002,642	$	2,610,769
Sycamore Small Company Opportunity Fund		1,190,720		993,715

For the six months ended April 30, 2020, 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.

	Tier Rate
Sycamore Established Value Fund
Up to $100 million		0.65	%
$100 million — $200 million		0.55	%
Over $200 million		0.45	%
Sycamore Small Company Opportunity Fund
Up to $500 million		0.85	%
Over $500 million		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 $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, 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 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

28

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Sidley Austin 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. Effective on or about June 30, 2020, the Distributor's name will change to Victory Capital Services, Inc. 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 of the Funds, 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 April 30, 2020, the Distributor received approximately $24 thousand 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 April 30, 2020, the expense limits (excluding voluntary waivers) are as follows:

In effect November 1, 2019 until February 28, 2021

Class A Shares

Class C Shares

Class I Shares

Class R Shares

Class R6 Shares

Class Y Shares

Sycamore Established Value Fund

N/A

1.84

%

N/A

N/A

N/A

N/A

Sycamore Small Company Opportunity Fund

N/A

N/A

N/A

N/A

N/A

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 April 30, 2020, if any, are reflected on the Statements of Operations as Recoupment of prior expenses waived/reimbursed by Adviser.

As of April 30, 2020, the following amounts are available to be repaid to the Adviser (amounts in thousands).

	Expires 10/31/2020		Total
Sycamore Small Company Opportunity Fund	$	79	$	79

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 April 30, 2020.

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.

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Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

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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 April 30, 2020, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, prior to July 1, 2019, Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) 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 (herein, the "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. For the six months ended April 30, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the six months ended April 30, 2020, Citibank earned approximately $225 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. Each fund in the Victory Funds Complex and the USAA Mutual Funds Complex pay a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to each Fund during the period, if applicable, 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 April 30, 2020.

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, if applicable, is presented on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending income.

30

Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

  (Unaudited)

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the six months ended April 30, 2020, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at April 30, 2020		Average Lending*		Days Lending Outstanding		Average Interest Rate*			Maximum Lending During the Period
Sycamore Established Value Fund	Lender	$	—	$	12,351		78		1.90	%	$	66,694
Sycamore Small Company Opportunity Fund	Lender		—		11,414		2		0.83	%		20,857

*  For the six months ended April 30, 2020, 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 October 31, 2020.

As of the most recent tax year ended October 31, 2019, the Funds had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. Transactions in affiliated securities during the six months ended April 30, 2020, were as follows (amounts in thousands):

	Value 10/31/2019		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Value 4/30/2020		Dividend Income
Sycamore Small Company Opportunity Fund
ADTRAN, Inc.	$	23,764	$	386	$	—		$	—		$	—	$	4,167		$	28,317	$	486
Angiodynamics, Inc.		58,613		3,341		—			—			—		(19,728	)		42,226		—
Core-Mark Holding Co., Inc.		63,584		23,861		(15,196	)		(3,969	)		—		695			68,975		653
Cutera, Inc.		—		34,961		—			—			—		(19,664	)		15,297		—
Hanger, Inc.		49,146		—		(2,512	)		(265	)		—		(8,884	)		37,485		—
NETGEAR, Inc.		41,915		9,277		—			—			—		(4,404	)		46,788		—
The E.W. Scripps Co., Class A		51,725		6,075		—			—			—		(22,904	)		34,896		409
Stewart Information Services Corp.		41,198		12,253		—			—			—		(10,096	)		43,355		683
Total	$	329,945	$	90,154	$	(17,708	)	$	(4,234	)	$	—	$	(80,818	)	$	317,339	$	2,231

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 April 30, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds.

	Shareholder	Percent
Sycamore Small Company Opportunity Fund	Edward D. Jones & Co., L.P.		25.1	%

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Victory Portfolios Notes to Financial Statements — continued
April 30, 2020

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10. Liquidity Risk Management Program:

The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Act. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Board approved the appointment of VCM as the administrator of the LRMP. At an in-person meeting held on February 20, 2020, VCM provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year.

VCM manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, VCM has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by VCM. VCM reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

The report from VCM concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable VCM to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, VCM indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

11. Subsequent Events:

An outbreak of respiratory disease called COVID-19 was first detected in China in December 2019 and subsequently spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

32

Victory Portfolios Supplemental Information
April 30, 2020

  (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. Forms N-PORT are available on the SEC's web site 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 November 1, 2019 through April 30, 2020.

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.

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Victory Portfolios Supplemental Information — continued
April 30, 2020

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	Beginning Account Value 11/1/19		Actual Ending Account Value 4/30/20		Hypothetical Ending Account Value 4/30/20		Actual Expenses Paid During Period 11/1/19- 4/30/20*		Hypothetical Expenses Paid During Period 11/1/19- 4/30/20*		Annualized Expense Ratio During Period 11/1/19- 4/30/20
Sycamore Established Value Fund
Class A Shares	$	1,000.00	$	838.90	$	1,020.29	$	4.21	$	4.62		0.92	%
Class C Shares		1,000.00		835.90		1,016.46		7.71		8.47		1.69	%
Class I Shares		1,000.00		840.20		1,021.88		2.75		3.02		0.60	%
Class R Shares		1,000.00		837.90		1,019.24		5.16		5.67		1.13	%
Class R6 Shares		1,000.00		840.30		1,022.03		2.61		2.87		0.57	%
Class Y Shares		1,000.00		840.00		1,021.73		2.88		3.17		0.63	%
Sycamore Small Company Opportunity Fund
Class A Shares		1,000.00		813.20		1,018.60		5.68		6.32		1.26	%
Class I Shares		1,000.00		814.60		1,020.24		4.20		4.67		0.93	%
Class R Shares		1,000.00		812.70		1,017.70		6.49		7.22		1.44	%
Class R6 Shares		1,000.00		815.10		1,020.54		3.93		4.37		0.87	%
Class Y Shares		1,000.00		814.20		1,019.59		4.78		5.32		1.06	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of each of the Funds at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of these advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow;

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other indirect benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fees and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. With respect to certain Funds, the Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the

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Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

services provided to these other accounts. The Board also noted that the breakpoints in the advisory fee schedule for some of the Funds evidenced one way in which the Adviser has shown a willingness to share in its economies of scale.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board noted that each Fund's advisory fee structure contained at least one breakpoint. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Funds and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has committed to enhance portfolio analysis, compliance and trading systems.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

Sycamore Established Value Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Sycamore Small Company Opportunity Fund:

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

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Victory Portfolios Supplemental Information — continued
April 30, 2020

  (Unaudited)

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

37

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)

VP-SMF-AR (4/20)

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 July 7, 2020

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 July 7, 2020

By (Signature and Title)*	/s/ Allan Shaer
	Allan Shaer, Principal Financial Officer

Date July 7, 2020