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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:            811-04852

Victory Portfolios

(Exact name of registrant as specified in charter)

4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio                  44144          

(Address of principal executive offices)                       (Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: June 30, 2021

Item 1. Reports to Stockholders.

June 30, 2021

Semi Annual Report

Victory RS Partners Fund

Victory RS Value Fund

Victory RS Large Cap Alpha Fund

Victory RS Investors Fund

Victory Global Energy Transition Fund
(Formerly Victory Global Natural Resources Fund)

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

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS Partners Fund	8
Victory RS Value Fund	11
Victory RS Large Cap Alpha Fund	14
Victory RS Investors Fund	16
Victory Global Energy Transition Fund (Formerly Victory Global Natural Resources Fund)	18
Financial Statements
Statements of Assets and Liabilities	19
Statements of Operations	21
Statements of Changes in Net Assets	23
Financial Highlights	30
Notes to Financial Statements	44
Supplemental Information	53
Proxy Voting and Portfolio Holdings Information	53
Expense Examples	53
Liquidity Risk Management Program	55
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

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 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the 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)

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS Partners Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

NCR Corp.	2.8	%
Ameris Bancorp	2.7	%
Euronet Worldwide, Inc.	2.5	%
Carter's, Inc.	2.5	%
Graphic Packaging Holding Co.	2.4	%
Eastern Bankshares, Inc.	2.2	%
Hostess Brands, Inc.	2.1	%
Pinnacle Financial Partners, Inc.	2.1	%
Magnolia Oil & Gas Corp., Class A	2.1	%
Cognyte Software Ltd.	2.1	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

3

Victory Portfolios
Victory RS Value Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Sealed Air Corp.	3.6	%
Vistra Corp.	3.0	%
Euronet Worldwide, Inc.	2.9	%
Cboe Global Markets, Inc.	2.8	%
Graphic Packaging Holding Co.	2.6	%
NCR Corp.	2.5	%
Herbalife Nutrition Ltd.	2.5	%
Fiserv, Inc.	2.4	%
Carter's, Inc.	2.3	%
Citizens Financial Group, Inc.	2.3	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

4

Victory Portfolios
Victory RS Large Cap Alpha Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Sealed Air Corp.	3.7	%
Keurig Dr Pepper, Inc.	3.5	%
Cboe Global Markets, Inc.	3.5	%
Facebook, Inc., Class A	3.1	%
Mondelez International, Inc., Class A	3.1	%
Vistra Corp.	2.9	%
U.S. Bancorp	2.8	%
Hill-Rom Holdings, Inc.	2.8	%
Comerica, Inc.	2.8	%
Citigroup, Inc.	2.8	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

5

Victory Portfolios
Victory RS Investors Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Sealed Air Corp.	5.5	%
Vistra Corp.	5.3	%
Olin Corp.	4.8	%
Keurig Dr Pepper, Inc.	4.7	%
Graphic Packaging Holding Co.	4.0	%
Comerica, Inc.	3.9	%
Facebook, Inc., Class A	3.9	%
Herbalife Nutrition Ltd.	3.8	%
Alleghany Corp.	3.7	%
Citizens Financial Group, Inc.	3.6	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

6

Victory Portfolios
Victory Global Energy Transition Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Turquoise Hill Resources Ltd.	14.6	%
Range Resources Corp.	9.7	%
Antero Resources Corp.	9.5	%
Whitecap Resources, Inc.	8.0	%
First Quantum Minerals Ltd.	5.8	%
Tourmaline Oil Corp.	4.7	%
Cameco Corp.	4.6	%
ARC Resources Ltd.	4.5	%
Peyto Exploration & Development Corp.	4.5	%
PDC Energy, Inc.	4.3	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.8%)
Banks (20.5%):
Ameris Bancorp		201,850	$	10,219,666
Associated Bancorp		228,560		4,680,909
Banner Corp.		132,120		7,162,225
Columbia Banking System, Inc.		97,986		3,778,340
Eastern Bankshares, Inc.		406,120		8,353,888
Independent Bank Corp.		45,300		3,420,150
Investors Bancorp, Inc.		455,820		6,499,993
Pacific Premier Bancorp, Inc.		120,490		5,095,522
Pinnacle Financial Partners, Inc.		93,100		8,219,799
South State Corp.		77,790		6,360,111
Synovus Financial Corp.		115,840		5,083,059
Texas Capital Bancshares, Inc. (a)		59,500		3,777,655
UMB Financial Corp.		67,652		6,295,695
				78,947,012
Capital Markets (2.0%):
Federated Hermes, Inc.		226,120		7,667,729
Communication Services (1.4%):
Madison Square Garden Sports Corp. (a)		17,310		2,987,187
World Wrestling Entertainment, Inc., Class A (b)		41,630		2,409,960
				5,397,147
Consumer Discretionary (9.6%):
Brinker International, Inc. (a)		45,100		2,789,435
Carter's, Inc.		92,520		9,545,288
Dana, Inc.		277,480		6,592,925
Penske Automotive Group, Inc.		40,261		3,039,303
Taylor Morrison Home Corp. (a)		185,320		4,896,154
Wolverine World Wide, Inc.		117,160		3,941,262
WW International, Inc. (a)		169,290		6,118,141
				36,922,508
Consumer Staples (3.1%):
Herbalife Nutrition Ltd. (a)		72,170		3,805,524
Hostess Brands, Inc. (a) (b)		510,421		8,263,716
				12,069,240
Energy (6.7%):
California Resources Corp. (a) (b)		237,370		7,154,332
Magnolia Oil & Gas Corp., Class A (a)		518,750		8,108,063
National Energy Services Reunited Corp. (a)		203,420		2,898,735
PDC Energy, Inc.		166,480		7,623,119
				25,784,249
Health Care (2.9%):
The Ensign Group, Inc.		45,260		3,922,684
Tivity Health, Inc. (a) (b)		270,910		7,127,642
				11,050,326

See notes to financial statements.

8

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Industrials (15.9%):
Altra Industrial Motion Corp.		60,360	$	3,924,607
American Woodmark Corp. (a) (b)		31,550		2,577,320
ArcBest Corp.		100,640		5,856,242
Atkore, Inc. (a)		77,560		5,506,760
Crane Co.		23,530		2,173,466
Evoqua Water Technologies Corp. (a)		75,800		2,560,524
Finning International, Inc.		146,940		3,847,187
GMS, Inc. (a)		148,980		7,171,897
GrafTech International Ltd.		493,300		5,732,146
H&E Equipment Services, Inc. (b)		91,820		3,054,851
McGrath RentCorp		39,870		3,252,196
Meritor, Inc. (a)		234,470		5,491,287
Primoris Services Corp. (b)		165,480		4,870,076
Ryder System, Inc.		33,340		2,478,162
SkyWest, Inc. (a)		64,710		2,787,060
				61,283,781
Information Technology (10.3%):
Cognyte Software Ltd. (a)		324,070		7,939,715
Euronet Worldwide, Inc. (a)		72,510		9,814,229
NCR Corp. (a)		235,350		10,734,313
Verint Systems, Inc. (a)		165,030		7,437,902
Verra Mobility Corp. (a)		252,040		3,873,855
				39,800,014
Insurance (6.4%):
Alleghany Corp. (a)		8,850		5,903,569
Axis Capital Holdings Ltd.		118,920		5,828,269
Globe Life, Inc.		56,410		5,373,053
James River Group Holdings Ltd.		42,940		1,611,109
Primerica, Inc.		37,963		5,813,654
				24,529,654
Materials (6.7%):
Constellium SE (a) (b)		248,680		4,712,486
Graphic Packaging Holding Co.		517,040		9,379,106
Olin Corp.		126,700		5,861,142
Summit Materials, Inc., Class A (a)		170,017		5,925,092
				25,877,826
Real Estate (8.1%):
Four Corners Property Trust, Inc.		164,850		4,551,508
Jones Lang LaSalle, Inc. (a)		38,530		7,531,074
Kennedy-Wilson Holdings, Inc.		225,680		4,484,262
Spirit Realty Capital, Inc.		106,660		5,102,614
Sunstone Hotel Investors, Inc. (a)		604,180		7,503,916
Washington Real Estate Investment Trust		88,530		2,036,190
				31,209,564
Thrifts & Mortgage Finance (0.4%):
PCSB Financial Corp.		96,940		1,761,400

See notes to financial statements.

9

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Utilities (3.8%):
Black Hills Corp.		76,905	$	5,047,275
NorthWestern Corp.		77,540		4,669,459
South Jersey Industries, Inc.		186,030		4,823,758
				14,540,492
Total Common Stocks (Cost $265,649,095)				376,840,942
Preferred Stocks (0.2%)
Health Care (0.2%):
WellDoc, Inc. Series B (a) (c) (d)		1,587,483		587,369
Total Preferred Stocks (Cost $1,942,921)				587,369
Collateral for Securities Loaned^ (3.6%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (e)		277,597		277,597
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (e)		7,519,210		7,519,210
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (e)		138,535		138,535
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (e)		1,104,632		1,104,632
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (e)		4,966,643		4,966,643
Total Collateral for Securities Loaned (Cost $14,006,617)				14,006,617
Total Investments (Cost $281,598,633) — 101.6%				391,434,928
Liabilities in excess of other assets — (1.6)%				(6,267,820	)
NET ASSETS — 100.00%			$	385,167,108

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of net assets as of June 30, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees and has classified it as a Level 3 security. As of June 30, 2021, illiquid securities were 0.2% of net assets.

(e)  Rate disclosed is the daily yield on June 30, 2021.

See notes to financial statements.

10

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.1%)
Communication Services (0.3%):
World Wrestling Entertainment, Inc., Class A		19,440	$	1,125,382
Consumer Discretionary (10.1%):
Adient PLC (a)		159,200		7,195,840
Carter's, Inc.		75,770		7,817,191
Dollar Tree, Inc. (a)		49,310		4,906,345
LKQ Corp. (a)		122,890		6,048,646
Magna International, Inc.		17,880		1,656,403
Taylor Morrison Home Corp. (a)		129,040		3,409,237
WW International, Inc. (a)		89,510		3,234,891
				34,268,553
Consumer Staples (5.8%):
Herbalife Nutrition Ltd. (a)		160,000		8,436,800
Hostess Brands, Inc. (a) (b)		409,200		6,624,948
Keurig Dr Pepper, Inc.		130,575		4,601,463
				19,663,211
Energy (6.0%):
Baker Hughes Co. (b)		137,630		3,147,598
Chesapeake Energy Corp. (b)		111,010		5,763,639
Devon Energy Corp.		245,240		7,158,556
Magnolia Oil & Gas Corp., Class A (a) (b)		278,360		4,350,767
				20,420,560
Financials (18.6%):
Aflac, Inc.		94,240		5,056,918
Alleghany Corp. (a)		9,800		6,537,286
Cboe Global Markets, Inc.		80,570		9,591,859
Citizens Financial Group, Inc.		169,820		7,789,643
Federated Hermes, Inc.		165,260		5,603,967
First Horizon Corp.		306,350		5,293,728
Globe Life, Inc.		68,150		6,491,288
Hancock Whitney Corp.		91,020		4,044,929
KeyCorp		362,550		7,486,657
RenaissanceRe Holdings Ltd.		33,750		5,022,675
				62,918,950
Health Care (7.2%):
Hill-Rom Holdings, Inc.		62,170		7,061,890
Humana, Inc.		15,530		6,875,442
Quest Diagnostics, Inc.		26,050		3,437,818
Sotera Health Co. (a) (b)		145,590		3,527,646
Zimmer Biomet Holdings, Inc.		22,410		3,603,976
				24,506,772

See notes to financial statements.

11

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Industrials (13.5%):
Allison Transmission Holdings, Inc.		78,490	$	3,119,193
Carrier Global Corp.		55,910		2,717,226
Crane Co.		36,360		3,358,573
Curtiss-Wright Corp.		40,950		4,863,222
Fluor Corp. (a) (b)		228,040		4,036,308
GrafTech International Ltd.		397,370		4,617,439
nVent Electric PLC		120,650		3,769,106
Sensata Technologies Holding PLC (a)		119,100		6,904,227
Textron, Inc.		30,330		2,085,794
TFI International, Inc.		55,410		5,052,838
The Timken Co.		30,760		2,478,948
United Rentals, Inc. (a)		9,050		2,887,041
				45,889,915
Information Technology (14.3%):
Cognyte Software Ltd. (a)		317,870		7,787,815
Euronet Worldwide, Inc. (a)		71,793		9,717,183
Fiserv, Inc. (a)		76,970		8,227,323
FleetCor Technologies, Inc. (a)		16,200		4,148,172
Leidos Holdings, Inc.		32,770		3,313,047
NCR Corp. (a)		187,850		8,567,838
Verint Systems, Inc. (a)		147,840		6,663,149
				48,424,527
Materials (10.5%):
Graphic Packaging Holding Co.		490,170		8,891,684
Olin Corp.		157,980		7,308,155
Sealed Air Corp.		205,360		12,167,580
Summit Materials, Inc., Class A (a)		161,280		5,620,608
The Mosaic Co.		48,840		1,558,484
				35,546,511
Real Estate (6.5%):
Americold Realty Trust		87,370		3,306,955
Healthcare Trust of America, Inc., Class A		157,440		4,203,648
Highwoods Properties, Inc.		78,460		3,544,038
Host Hotels & Resorts, Inc. (a)		145,690		2,489,842
MGM Growth Properties LLC, Series A		99,070		3,627,943
Spirit Realty Capital, Inc.		104,120		4,981,101
				22,153,527
Utilities (6.3%):
Evergy, Inc.		53,140		3,211,250
FirstEnergy Corp.		92,570		3,444,530
The AES Corp.		175,690		4,580,238
Vistra Corp.		549,600		10,195,080
				21,431,098
Total Common Stocks (Cost $260,369,970)				336,349,006

See notes to financial statements.

12

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (3.6%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		239,073	$	239,073
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		6,475,713		6,475,713
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		119,309		119,309
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		951,334		951,334
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		4,277,384		4,277,384
Total Collateral for Securities Loaned (Cost $12,062,813)				12,062,813
Total Investments (Cost $272,432,783) — 102.7%				348,411,819
Liabilities in excess of other assets — (2.7)%				(9,007,082	)
NET ASSETS — 100.00%			$	339,404,737

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2021.

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.

13

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.8%)
Communication Services (5.1%):
Alphabet, Inc., Class A (a)		4,260	$	10,402,025
Facebook, Inc., Class A (a)		46,790		16,269,351
				26,671,376
Consumer Discretionary (5.9%):
Dollar Tree, Inc. (a)		79,980		7,958,010
General Motors Co. (a)		136,480		8,075,521
LKQ Corp. (a)		188,750		9,290,275
Magna International, Inc.		59,640		5,525,050
				30,848,856
Consumer Staples (6.6%):
Keurig Dr Pepper, Inc.		526,310		18,547,164
Mondelez International, Inc., Class A		256,560		16,019,607
				34,566,771
Energy (6.7%):
Enterprise Products Partners LP		462,030		11,148,784
Hess Corp.		118,210		10,322,097
Pioneer Natural Resources Co.		52,860		8,590,807
Valero Energy Corp.		67,380		5,261,031
				35,322,719
Financials (24.7%):
Aflac, Inc.		184,420		9,895,977
Bank of America Corp.		192,900		7,953,267
Cboe Global Markets, Inc.		152,610		18,168,221
Citigroup, Inc.		209,220		14,802,315
Comerica, Inc.		207,610		14,810,897
Discover Financial Services		90,910		10,753,744
JPMorgan Chase & Co.		66,920		10,408,737
KeyCorp		512,910		10,591,592
RenaissanceRe Holdings Ltd.		72,550		10,796,891
U.S. Bancorp		261,650		14,906,200
Voya Financial, Inc.		104,500		6,426,750
				129,514,591
Health Care (15.6%):
AbbVie, Inc.		45,720		5,149,901
Cigna Corp.		60,830		14,420,968
Hill-Rom Holdings, Inc.		130,580		14,832,582
Humana, Inc.		27,530		12,188,082
Johnson & Johnson		47,710		7,859,745
Medtronic PLC		92,840		11,524,229
Quest Diagnostics, Inc.		53,570		7,069,633
UnitedHealth Group, Inc.		22,525		9,019,911
				82,065,051

See notes to financial statements.

14

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Industrials (11.0%):
3M Co.		27,080	$	5,378,900
Eaton Corp. PLC		45,920		6,804,426
Johnson Controls International PLC		144,510		9,917,721
L3Harris Technologies, Inc.		23,790		5,142,208
Parker-Hannifin Corp.		22,480		6,903,833
Raytheon Technologies Corp.		73,872		6,302,020
Sensata Technologies Holding PLC (a)		142,910		8,284,493
Union Pacific Corp.		40,100		8,819,193
				57,552,794
Information Technology (7.5%):
Euronet Worldwide, Inc. (a)		94,550		12,797,343
Fidelity National Information Services, Inc.		62,570		8,864,292
FleetCor Technologies, Inc. (a)		43,090		11,033,625
Leidos Holdings, Inc.		65,410		6,612,951
				39,308,211
Materials (6.4%):
Freeport-McMoRan, Inc.		128,330		4,762,326
Sealed Air Corp.		329,432		19,518,846
Vale SA, ADR		413,940		9,441,972
				33,723,144
Real Estate (2.4%):
Host Hotels & Resorts, Inc. (a)		745,600		12,742,304
Utilities (5.9%):
Exelon Corp.		252,760		11,199,796
FirstEnergy Corp.		118,750		4,418,687
Vistra Corp.		818,980		15,192,079
				30,810,562
Total Common Stocks (Cost $377,320,773)				513,126,379
Total Investments (Cost $377,320,773) — 97.8%				513,126,379
Other assets in excess of liabilities — 2.2%				11,514,881
NET ASSETS — 100.00%			$	524,641,260

(a)  Non-income producing security.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

15

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.6%)
Banks (16.2%):
Citigroup, Inc.		12,800	$	905,600
Citizens Financial Group, Inc.		24,780		1,136,659
Comerica, Inc.		17,040		1,215,633
First Horizon Corp.		52,920		914,458
KeyCorp		43,670		901,785
				5,074,135
Capital Markets (3.5%):
Cboe Global Markets, Inc.		9,170		1,091,688
Communication Services (7.1%):
Alphabet, Inc., Class A (a)		412		1,006,017
Facebook, Inc., Class A (a)		3,470		1,206,554
				2,212,571
Consumer Discretionary (5.5%):
Carter's, Inc.		9,000		928,530
LKQ Corp. (a)		16,110		792,934
				1,721,464
Consumer Staples (8.5%):
Herbalife Nutrition Ltd. (a)		22,460		1,184,316
Keurig Dr Pepper, Inc.		41,900		1,476,556
				2,660,872
Energy (3.4%):
PDC Energy, Inc.		23,030		1,054,544
Health Care (8.2%):
Cigna Corp.		4,300		1,019,401
Hill-Rom Holdings, Inc.		8,300		942,797
Humana, Inc.		1,330		588,818
				2,551,016
Industrials (7.1%):
Fluor Corp. (a)		49,460		875,442
Meritor, Inc. (a)		30,890		723,444
TFI International, Inc.		6,910		630,954
				2,229,840
Information Technology (10.9%):
Cognyte Software Ltd. (a)		33,320		816,340
Euronet Worldwide, Inc. (a)		7,620		1,031,367
NCR Corp. (a)		17,000		775,370
Verint Systems, Inc. (a)		17,660		795,936
				3,419,013
Insurance (6.6%):
Alleghany Corp. (a)		1,730		1,154,031
RenaissanceRe Holdings Ltd.		6,080		904,826
				2,058,857

See notes to financial statements.

16

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Materials (14.3%):
Graphic Packaging Holding Co.		68,510	$	1,242,771
Olin Corp.		32,750		1,515,015
Sealed Air Corp.		28,950		1,715,288
				4,473,074
Utilities (5.3%):
Vistra Corp.		89,920		1,668,016
Total Common Stocks (Cost $23,652,614)				30,215,090
Total Investments (Cost $23,652,614) — 96.6%				30,215,090
Other assets in excess of liabilities — 3.4%				1,075,648
NET ASSETS — 100.00%			$	31,290,738

(a)  Non-income producing security.

See notes to financial statements.

17

Victory Portfolios
Victory Global Energy Transition Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (90.4%)
Chemicals (4.9%):
Linde PLC		26,843	$	7,760,311
Sociedad Quimica y Minera de Chile SA, ADR		159,856		7,565,985
				15,326,296
Metals & Mining (29.9%):
Antofagasta PLC		336,745		6,685,903
First Quantum Minerals Ltd.		789,269		18,193,816
Lundin Mining Corp.		854,140		7,704,764
Newmont Corp.		171,311		10,857,691
Rio Tinto PLC, ADR (a)		53,759		4,509,842
Turquoise Hill Resources Ltd. (a) (b)		2,707,933		45,682,830
				93,634,846
Oil, Gas & Consumable Fuels (55.6%):
Antero Resources Corp. (b)		1,985,543		29,842,711
ARC Resources Ltd.		1,665,648		14,178,301
Cameco Corp.		756,886		14,509,933
Cheniere Energy, Inc. (b)		114,368		9,920,281
PDC Energy, Inc.		294,166		13,469,861
Peyto Exploration & Development Corp.		2,085,250		14,048,602
Pioneer Natural Resources Co.		47,854		7,777,232
Range Resources Corp. (b)		1,814,820		30,416,383
Tourmaline Oil Corp. (a)		514,635		14,711,569
Whitecap Resources, Inc.		5,042,982		25,064,361
				173,939,234
Total Common Stocks (Cost $183,205,428)				282,900,376
Collateral for Securities Loaned^ (5.6%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		348,678		348,678
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		9,444,553		9,444,553
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		174,007		174,007
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		1,387,481		1,387,481
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		6,238,384		6,238,384
Total Collateral for Securities Loaned (Cost $17,593,103)				17,593,103
Total Investments (Cost $200,798,531) — 96.0%				300,493,479
Other assets in excess of liabilities — 4.0%				12,277,346
NET ASSETS — 100.00%			$	312,770,825

^  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 June 30, 2021.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

18

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Assets:
Investments, at value (Cost $281,598,633, $272,432,783 and $377,320,773)	$	391,434,928	(a)	$	348,411,819	(b)	$	513,126,379
Cash		7,536,239			3,628,287			11,145,234
Receivables:
Interest and dividends		492,668			325,952			761,990
Capital shares issued		362,634			171,260			20,331
Investments sold		2,616,887			1,843,570			—
From Adviser		36,006			9,382			33,234
Prepaid expenses		27,400			13,279			20,707
Total Assets		402,506,762			354,403,549			525,107,875
Liabilities:
Payables:
Collateral received on loaned securities		14,006,617			12,062,813			—
Investments purchased		2,455,694			1,653,041			—
Capital shares redeemed		428,216			925,723			76,209
Accrued expenses and other payables:
Investment advisory fees		322,848			241,768			218,238
Administration fees		19,622			17,396			26,844
Custodian fees		5,584			6,768			3,479
Transfer agent fees		37,240			39,054			61,107
Compliance fees		220			198			297
Trustees' fees		59			—			11
12b-1 fees		19,643			19,481			55,137
Other accrued expenses		43,911			32,570			25,293
Total Liabilities		17,339,654			14,998,812			466,615
Net Assets:
Capital		239,312,817			240,676,894			345,923,520
Total accumulated earnings/(loss)		145,854,291			98,727,843			178,717,740
Net Assets	$	385,167,108		$	339,404,737		$	524,641,260
Net Assets
Class A	$	186,587,983		$	182,193,397		$	492,856,650
Class C		—			1,580,425			8,082,720
Class R		1,593,684			672,397			6,172,973
Class Y		195,699,974			154,958,518			17,528,917
Member Class		1,285,467			—			—
Total	$	385,167,108		$	339,404,737		$	524,641,260
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		6,146,872			6,473,620			8,339,145
Class C		—			64,647			165,124
Class R		58,803			25,451			105,300
Class Y		5,993,535			5,342,439			297,604
Member Class		42,285			—			—
Total		12,241,495			11,906,157			8,907,173
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	30.35		$	28.14		$	59.10
Class C (c)		—			24.45			48.95
Class R		27.10			26.42			58.62
Class Y		32.65			29.01			58.90
Member Class		30.40			—			—
Maximum Sales Charge — Class A		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	$	32.20		$	29.86		$	62.71

(a)  Includes $13,563,229 of securities on loan.

(b)  Includes $12,055,234 of securities on loan.

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

See notes to financial statements.

19

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Assets:
Investments, at value (Cost $23,652,614 and $200,798,531)	$	30,215,090		$	300,493,479	(a)
Foreign currency, at value (Cost $— and $60,092)		—			56,426
Cash		1,161,089			27,033,901
Receivables:
Interest and dividends		34,833			175,573
Capital shares issued		311			596,084
Investments sold		—			6,294,176
From Adviser		13,971			10,545
Prepaid expenses		217			11,899
Total Assets		31,425,511			334,672,083
Liabilities:
Payables:
Collateral received on loaned securities		—			17,593,103
Investments purchased		84,766			3,684,731
Capital shares redeemed		188			337,308
Accrued expenses and other payables:
Investment advisory fees		26,038			246,394
Administration fees		1,580			14,075
Custodian fees		758			4,046
Transfer agent fees		5,436			10,763
Compliance fees		19			145
Trustees' fees		3			404
12b-1 fees		2,898			9,234
Other accrued expenses		13,087			1,055
Total Liabilities		134,773			21,901,258
Net Assets:
Capital		22,755,083			2,126,509,008
Total accumulated earnings/(loss)		8,535,655			(1,813,738,183	)
Net Assets	$	31,290,738		$	312,770,825
Net Assets
Class A	$	14,699,947		$	76,053,789
Class C		3,021,737			3,120,027
Class R		742,523			2,201,305
Class Y		12,826,531			231,395,704
Total	$	31,290,738		$	312,770,825
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		971,058			3,716,934
Class C		229,203			171,937
Class R		55,357			114,614
Class Y		820,503			10,836,051
Total		2,076,121			14,839,536
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	15.14		$	20.46
Class C (b)		13.18			18.15
Class R		13.41			19.21
Class Y		15.63			21.35
Maximum Sales Charge — Class A		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	$	16.06		$	21.71

(a)  Includes $17,206,403 of securities on loan.

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

See notes to financial statements.

20

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Investment Income:
Dividends	$	2,467,840		$	2,468,652		$	4,863,616
Interest		495			373			430
Securities lending (net of fees)		6,817			3,445			515
Foreign tax withholding		(10,173	)		(7,694	)		(11,170	)
Total Income		2,464,979			2,464,776			4,853,391
Expenses:
Investment advisory fees		1,845,971			1,407,577			1,265,903
Administration fees		103,415			92,789			141,859
Sub-Administration fees		8,287			7,820			7,683
12b-1 fees — Class A		224,629			219,121			593,173
12b-1 fees — Class C		—			8,739			42,814
12b-1 fees — Class R		4,035			1,802			16,156
Custodian fees		11,681			12,510			11,633
Transfer agent fees — Class A		110,573			106,507			212,145
Transfer agent fees — Class C		—			1,650			2,988
Transfer agent fees — Class R		1,348			790			5,293
Transfer agent fees — Class Y		71,142			75,208			8,011
Transfer agent fees — Member Class		315			—			—
Trustees' fees		12,680			11,547			17,280
Compliance fees		1,341			1,214			1,856
Legal and audit fees		14,969			13,328			18,364
State registration and filing fees		30,823			19,224			23,531
Other expenses		39,948			26,887			20,160
Total Expenses		2,481,157			2,006,713			2,388,849
Expenses waived/reimbursed by Adviser		(109,648	)		(34,976	)		(105,955	)
Net Expenses		2,371,509			1,971,737			2,282,894
Net Investment Income (Loss)		93,470			493,039			2,570,497
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		46,624,202			33,890,070			36,862,679
Net change in unrealized appreciation/depreciation on investment securities		33,732,400			22,431,245			38,586,841
Net realized/unrealized gains (losses) on investments		80,356,602			56,321,315			75,449,520
Change in net assets resulting from operations	$	80,450,072		$	56,814,354		$	78,020,017

See notes to financial statements.

21

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Investment Income:
Dividends	$	214,973		$	1,360,060
Interest		67			19
Securities lending (net of fees)		583			5,007
Foreign tax withholding		(476	)		(117,448	)
Total Income		215,147			1,247,638
Expenses:
Investment advisory fees		150,261			1,192,562
Administration fees		8,419			66,657
Sub-Administration fees		6,581			6,581
12b-1 fees — Class A		17,544			69,210
12b-1 fees — Class C		15,918			12,523
12b-1 fees — Class R		1,785			4,025
Custodian fees		2,144			13,160
Transfer agent fees — Class A		8,160			49,144
Transfer agent fees — Class C		2,362			2,958
Transfer agent fees — Class R		654			995
Transfer agent fees — Class Y		6,422			72,029
Trustees' fees		1,768			7,239
Compliance fees		111			778
Legal and audit fees		4,543			13,476
State registration and filing fees		11,905			12,884
Other expenses		5,164			12,306
Total Expenses		243,741			1,536,527
Expenses waived/reimbursed by Adviser		(46,765	)		(48,721	)
Net Expenses		196,976			1,487,806
Net Investment Income (Loss)		18,171			(240,168	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		4,144,625			(3,997,270	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		700,369			114,641,791
Net realized/unrealized gains (losses) on investments		4,844,994			110,644,521
Change in net assets resulting from operations	$	4,863,165		$	110,404,353

See notes to financial statements.

22

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	93,470		$	1,240,556		$	493,039		$	718,636		$	2,570,497		$	5,054,970
Net realized gains (losses) from investments		46,624,202			(11,698,940	)		33,890,070			(12,229,730	)		36,862,679			(4,201,598	)
Net change in unrealized appreciation/ depreciation on investments		33,732,400			(4,653,083	)		22,431,245			(9,051,390	)		38,586,841			(17,104,453	)
Change in net assets resulting from operations		80,450,072			(15,111,467	)		56,814,354			(20,562,484	)		78,020,017			(16,251,081	)
Distributions to Shareholders:
Class A		—			(2,382,023	)		—			(3,101,649	)		—			(16,466,861	)
Class C		—			—			—			(57,388	)		—			(464,103	)
Class R		—			(24,191	)		—			(13,629	)		—			(206,060	)
Class Y		—			(2,572,869	)		—			(2,641,513	)		—			(617,022	)
Member Class (a)		—			(1,246	)		—			—			—			—
Change in net assets resulting from distributions to shareholders		—			(4,980,329	)		—			(5,814,179	)		—			(17,754,046	)
Change in net assets resulting from capital transactions		(21,523,585	)		(81,239,459	)		(25,364,937	)		(55,511,801	)		(30,941,037	)		(52,872,803	)
Change in net assets		58,926,487			(101,331,255	)		31,449,417			(81,888,464	)		47,078,980			(86,877,930	)
Net Assets:
Beginning of period		326,240,621			427,571,876			307,955,320			389,843,784			477,562,280			564,440,210
End of period	$	385,167,108		$	326,240,621		$	339,404,737		$	307,955,320		$	524,641,260		$	477,562,280

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

23

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	9,623,734		$	8,056,549		$	5,351,282		$	10,671,316		$	11,322,619		$	15,044,197
Distributions reinvested		—			2,346,101			—			3,021,005			—			16,006,543
Cost of shares redeemed		(18,495,212	)		(38,903,637	)		(15,082,270	)		(43,963,514	)		(35,708,178	)		(76,615,653	)
Total Class A	$	(8,871,478	)	$	(28,500,987	)	$	(9,730,988	)	$	(30,271,193	)	$	(24,385,559	)	$	(45,564,913	)
Class C
Proceeds from shares issued	$	—		$	—		$	56,864		$	111,055		$	154,016		$	228,965
Distributions reinvested		—			—			—			57,388			—			464,103
Cost of shares redeemed		—			—			(1,415,359	)		(1,886,466	)		(4,715,260	)		(4,905,429	)
Total Class C	$	—		$	—		$	(1,358,495	)	$	(1,718,023	)	$	(4,561,244	)	$	(4,212,361	)
Class R
Proceeds from shares issued	$	70,365		$	336,137		$	21,280		$	58,505		$	260,914		$	908,104
Distributions reinvested		—			24,191			—			13,629			—			206,047
Cost of shares redeemed		(254,076	)		(421,656	)		(150,210	)		(319,314	)		(1,169,293	)		(1,850,065	)
Total Class R	$	(183,711	)	$	(61,328	)	$	(128,930	)	$	(247,180	)	$	(908,379	)	$	(735,914	)
Class Y
Proceeds from shares issued	$	31,258,935		$	28,022,881		$	7,050,887		$	18,473,898		$	1,249,996		$	2,949,615
Distributions reinvested		—			2,567,572			—			2,604,139			—			596,266
Cost of shares redeemed		(44,883,229	)		(83,363,101	)		(21,197,411	)		(44,353,442	)		(2,335,851	)		(5,905,496	)
Total Class Y	$	(13,624,294	)	$	(52,772,648	)	$	(14,146,524	)	$	(23,275,405	)	$	(1,085,855	)	$	(2,359,615	)
Member Class (a)
Proceeds from shares issued	$	1,514,954		$	94,259		$	—		$	—		$	—		$	—
Distributions reinvested		—			1,245			—			—			—			—
Cost of shares redeemed		(359,056	)		—			—			—			—			—
Total Member Class	$	1,155,898		$	95,504		$	—		$	—		$	—		$	—
Change in net assets resulting from capital transactions	$	(21,523,585	)	$	(81,239,459	)	$	(25,364,937	)	$	(55,511,801	)	$	(30,941,037	)	$	(52,872,803	)

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		323,188			411,941			203,078			545,133			204,888			327,242
Reinvested		—			98,163			—			130,384			—			321,465
Redeemed		(647,026	)		(1,952,159	)		(575,717	)		(2,185,810	)		(644,474	)		(1,663,736	)
Total Class A		(323,838	)		(1,442,055	)		(372,639	)		(1,510,293	)		(439,586	)		(1,015,029	)
Class C
Issued		—			—			2,409			6,149			3,103			6,096
Reinvested		—			—			—			2,840			—			11,226
Redeemed		—			—			(64,538	)		(105,185	)		(107,178	)		(129,105	)
Total Class C		—			—			(62,129	)		(96,196	)		(104,075	)		(111,783	)
Class R
Issued		2,724			19,278			858			3,076			4,758			19,865
Reinvested		—			1,131			—			625			—			4,172
Redeemed		(9,572	)		(23,375	)		(5,814	)		(16,873	)		(20,100	)		(40,294	)
Total Class R		(6,848	)		(2,966	)		(4,956	)		(13,172	)		(15,342	)		(16,257	)
Class Y
Issued		967,672			1,326,866			264,305			931,019			21,893			60,906
Reinvested		—			100,022			—			109,188			—			12,016
Redeemed		(1,440,289	)		(3,844,005	)		(767,782	)		(2,139,626	)		(42,158	)		(133,707	)
Total Class Y		(472,617	)		(2,417,117	)		(503,477	)		(1,099,419	)		(20,265	)		(60,785	)
Member Class (a)
Issued		49,797			4,173			—			—			—			—
Reinvested		—			52			—			—			—			—
Redeemed		(11,737	)		—			—			—			—			—
Total Member Class		38,060			4,225			—			—			—			—
Change in Shares		(765,243	)		(3,857,913	)		(943,201	)		(2,719,080	)		(579,268	)		(1,203,854	)

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

25

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	18,171		$	(32,101	)	$	(240,168	)	$	95,179
Net realized gains (losses) from investments		4,144,625			(2,049,123	)		(3,997,270	)		(156,274,442	)
Net change in unrealized appreciation/depreciation on investments		700,369			(1,336,814	)		114,641,791			185,771,622
Change in net assets resulting from operations		4,863,165			(3,418,038	)		110,404,353			29,592,359
Distributions to Shareholders:
Class A		—			(38,891	)		—			(17,431	)
Class C		—			(11,599	)		—			—
Class R		—			(2,189	)		—			—
Class Y		—			(33,498	)		—			(307,837	)
Change in net assets resulting from distributions to shareholders		—			(86,177	)		—			(325,268	)
Change in net assets resulting from capital transactions		(1,449,875	)		(12,411,650	)		43,261,432			(21,333,904	)
Change in net assets		3,413,290			(15,915,865	)		153,665,785			7,933,187
Net Assets:
Beginning of period		27,877,448			43,793,313			159,105,040			151,171,853
End of period	$	31,290,738		$	27,877,448		$	312,770,825		$	159,105,040

(continues on next page)

See notes to financial statements.

26

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	882,108		$	1,680,515		$	26,305,015		$	5,505,577
Distributions reinvested		—			36,157			—			16,618
Cost of shares redeemed		(1,100,949	)		(4,654,377	)		(12,800,742	)		(8,758,422	)
Total Class A	$	(218,841	)	$	(2,937,705	)	$	13,504,273		$	(3,236,227	)
Class C
Proceeds from shares issued	$	99,947		$	64,083		$	783,135		$	496,242
Distributions reinvested		—			11,513			—			—
Cost of shares redeemed		(909,394	)		(2,978,451	)		(1,284,816	)		(1,312,505	)
Total Class C	$	(809,447	)	$	(2,902,855	)	$	(501,681	)	$	(816,263	)
Class R
Proceeds from shares issued	$	15,542		$	46,519		$	1,167,795		$	263,387
Distributions reinvested		—			2,189			—			—
Cost of shares redeemed		(41,175	)		(195,450	)		(341,461	)		(294,240	)
Total Class R	$	(25,633	)	$	(146,742	)	$	826,334		$	(30,853	)
Class Y
Proceeds from shares issued	$	1,255,488		$	1,952,154		$	63,059,008		$	22,164,045
Distributions reinvested		—			33,328			—			288,040
Cost of shares redeemed		(1,651,442	)		(8,409,830	)		(33,626,502	)		(39,702,646	)
Total Class Y	$	(395,954	)	$	(6,424,348	)	$	29,432,506		$	(17,250,561	)
Change in net assets resulting from capital transactions	$	(1,449,875	)	$	(12,411,650	)	$	43,261,432		$	(21,333,904	)

(continues on next page)

See notes to financial statements.

27

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		61,931			153,026			1,492,071			690,679
Reinvested		—			2,876			—			1,375
Redeemed		(77,160	)		(460,596	)		(753,044	)		(1,073,725	)
Total Class A		(15,229	)		(304,694	)		739,027			(381,671	)
Class C
Issued		8,000			7,008			57,252			58,179
Reinvested		—			1,048			—			—
Redeemed		(73,379	)		(311,413	)		(102,072	)		(179,802	)
Total Class C		(65,379	)		(303,357	)		(44,820	)		(121,623	)
Class R
Issued		1,223			4,704			78,224			32,115
Reinvested		—			196			—			—
Redeemed		(3,270	)		(19,506	)		(22,117	)		(41,381	)
Total Class R		(2,047	)		(14,606	)		56,107			(9,266	)
Class Y
Issued		82,575			176,376			3,507,185			2,643,842
Reinvested		—			2,572			—			22,860
Redeemed		(111,987	)		(750,912	)		(1,928,703	)		(4,779,989	)
Total Class Y		(29,412	)		(571,964	)		1,578,482			(2,113,287	)
Change in Shares		(112,067	)		(1,194,621	)		2,328,796			(2,625,847	)

See notes to financial statements.

28

This page is intentionally left blank.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Partners Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	24.21		(0.02	)		6.16			6.14			—			—
Year Ended December 31, 2020	$	24.47		0.04			0.07	(e)		0.11			—			(0.37	)
December 31, 2019	$	20.66		0.12			6.12			6.24			(0.21	)		(2.22	)
December 31, 2018	$	29.21		0.04			(3.52	)		(3.48	)		(0.08	)		(4.99	)
December 31, 2017	$	31.58		(0.25	)		4.78			4.53			—			(6.90	)
December 31, 2016	$	26.89		(0.12	)		6.59			6.47			—			(1.78	)
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	21.65		(0.06	)		5.51			5.45			—			—
Year Ended December 31, 2020	$	22.01		(0.03	)		0.04	(e)		0.01			—			(0.37	)
December 31, 2019	$	18.79		0.03			5.55			5.58			(0.14	)		(2.22	)
December 31, 2018	$	27.09		(0.04	)		(3.27	)		(3.31	)		—			(4.99	)
December 31, 2017	$	29.84		(0.44	)		4.59			4.15			—			(6.90	)
December 31, 2016	$	25.57		(0.21	)		6.26			6.05			—			(1.78	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	25.99		0.03			6.63			6.66			—			—
Year Ended December 31, 2020	$	26.17		0.12			0.07	(e)		0.19			—			(0.37	)
December 31, 2019	$	21.94		0.21			6.52			6.73			(0.28	)		(2.22	)
December 31, 2018	$	30.67		0.14			(3.71	)		(3.57	)		(0.17	)		(4.99	)
December 31, 2017	$	32.75		(0.04	)		4.86			4.82			—			(6.90	)
December 31, 2016	$	27.75		(0.03	)		6.81			6.78			—			(1.78	)
Member Class
Six Months Ended June 30, 2021 (Unaudited)	$	24.22		0.05			6.13			6.18			—			—
November 3, 2020(f) through December 31, 2020	$	19.64		0.01			4.94	(e)		4.95			—			(0.37	)

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

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

(c)  Annualized for periods less than one year.

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

(e)  The amount shown reflects a net realized and unrealized gain per share, whereas the statement of operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

(f)  Commencement of operations.

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Partners Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	30.35		25.36	%		1.45	%		(0.12	)%		1.48	%	$	186,588		31	%
Year Ended December 31, 2020		(0.37	)	$	24.21		0.46	%		1.45	%		0.20	%		1.53	%	$	156,629		108	%
December 31, 2019		(2.43	)	$	24.47		30.69	%		1.45	%		0.49	%		1.52	%	$	193,630		57	%
December 31, 2018		(5.07	)	$	20.66		(12.04	)%		1.45	%		0.14	%		1.52	%	$	175,723		62	%
December 31, 2017		(6.90	)	$	29.21		14.21	%		1.45	%		(0.75	)%		1.50	%	$	259,050		38	%
December 31, 2016		(1.78	)	$	31.58		24.04	%		1.45	%		(0.44	)%		1.53	%	$	378,695		60	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	27.10		25.17	%		1.81	%		(0.49	)%		2.46	%	$	1,594		31	%
Year Ended December 31, 2020		(0.37	)	$	21.65		0.06	%		1.81	%		(0.15	)%		2.87	%	$	1,421		108	%
December 31, 2019		(2.36	)	$	22.01		30.26	%		1.81	%		0.12	%		2.63	%	$	1,510		57	%
December 31, 2018		(4.99	)	$	18.79		(12.39	)%		1.81	%		(0.16	)%		2.37	%	$	1,207		62	%
December 31, 2017		(6.90	)	$	27.09		13.81	%		1.81	%		(1.40	)%		2.28	%	$	2,168		38	%
December 31, 2016		(1.78	)	$	29.84		23.64	%		1.81	%		(0.78	)%		1.81	%	$	2,452		60	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	32.65		25.58	%		1.12	%		0.21	%		1.19	%	$	195,700		31	%
Year Ended December 31, 2020		(0.37	)	$	25.99		0.77	%		1.12	%		0.54	%		1.23	%	$	168,087		108	%
December 31, 2019		(2.50	)	$	26.17		31.18	%		1.12	%		0.82	%		1.21	%	$	232,432		57	%
December 31, 2018		(5.16	)	$	21.94		(11.77	)%		1.12	%		0.48	%		1.19	%	$	250,709		62	%
December 31, 2017		(6.90	)	$	30.67		14.59	%		1.12	%		(0.11	)%		1.21	%	$	349,022		38	%
December 31, 2016		(1.78	)	$	32.75		24.41	%		1.12	%		(0.11	)%		1.22	%	$	378,271		60	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)		—		$	30.40		25.52	%		1.25	%		0.35	%		6.54	%	$	1,285		31	%
November 3, 2020(f) through December 31, 2020		(0.37	)	$	24.22		25.22	%		1.25	%		0.36	%		33.63	%	$	102		108	%

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS Value Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	23.68		0.03			4.43			4.46			—			—			—
Year Ended December 31, 2020	$	24.79		0.03			(0.68	)		(0.65	)		—			(0.46	)		(0.46	)
December 31, 2019	$	20.28		0.07			6.28			6.35			(0.14	)		(1.70	)		(1.84	)
December 31, 2018	$	26.21		0.06			(2.85	)		(2.79	)		(0.14	)		(3.00	)		(3.14	)
December 31, 2017	$	27.94		0.03			4.80			4.83			(0.04	)		(6.52	)		(6.56	)
December 31, 2016	$	28.33		—	(e)		3.09			3.09			(0.13	)		(3.35	)		(3.48	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	20.65		(0.07	)		3.87			3.80			—			—			—
Year Ended December 31, 2020	$	21.85		(0.11	)		(0.63	)		(0.74	)		—			(0.46	)		(0.46	)
December 31, 2019	$	18.08		(0.11	)		5.58			5.47			—			(1.70	)		(1.70	)
December 31, 2018	$	23.76		(0.13	)		(2.55	)		(2.68	)		—			(3.00	)		(3.00	)
December 31, 2017	$	26.01		(0.08	)		4.35			4.27			—			(6.52	)		(6.52	)
December 31, 2016	$	26.69		(0.21	)		2.88			2.67			—			(3.35	)		(3.35	)

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

(b)  The Fund received monies related to nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Value Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	28.14		18.83	%		1.30	%		0.19	%		1.34	%	$	182,193		35	%
Year Ended December 31, 2020		—		$	23.68		(2.59	)%		1.30	%		0.14	%		1.37	%	$	162,145		73	%
December 31, 2019		—		$	24.79		31.35	%		1.30	%		0.28	%		1.35	%	$	207,200		54	%
December 31, 2018		—		$	20.28		(10.75	)%		1.30	%		0.24	%		1.34	%	$	179,535		65	%
December 31, 2017		—		$	26.21		17.41	%		1.30	%		0.09	%		1.33	%	$	239,994		64	%
December 31, 2016		—	(f)	$	27.94		10.92	%(b)		1.30	%		(0.01	)%		1.35	%	$	268,979		67	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	24.45		18.40	%		2.07	%		(0.62	)%		2.39	%	$	1,580		35	%
Year Ended December 31, 2020		—		$	20.65		(3.35	)%		2.07	%		(0.62	)%		2.60	%	$	2,618		73	%
December 31, 2019		—		$	21.85		30.32	%		2.07	%		(0.50	)%		2.29	%	$	4,872		54	%
December 31, 2018		—		$	18.08		(11.41	)%		2.07	%		(0.54	)%		2.14	%	$	9,428		65	%
December 31, 2017		—		$	23.76		16.53	%		2.07	%		(0.30	)%		2.08	%	$	16,916		64	%
December 31, 2016		—	(f)	$	26.01		10.01	%(b)		2.07	%		(0.78	)%		2.13	%	$	19,943		67	%

(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)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS Value Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	22.27		(0.03	)		4.18			4.15			—			—			—
Year Ended December 31, 2020	$	23.44		(0.05	)		(0.66	)		(0.71	)		—			(0.46	)		(0.46	)
December 31, 2019	$	19.26		(0.03	)		5.95			5.92			(0.04	)		(1.70	)		(1.74	)
December 31, 2018	$	25.06		(0.03	)		(2.72	)		(2.75	)		(0.05	)		(3.00	)		(3.05	)
December 31, 2017	$	27.03		(0.03	)		4.58			4.55			—			(6.52	)		(6.52	)
December 31, 2016	$	27.51		(0.09	)		2.96			2.87			—			(3.35	)		(3.35	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	24.38		0.06			4.57			4.63			—			—			—
Year Ended December 31, 2020	$	25.45		0.08			(0.69	)		(0.61	)		—			(0.46	)		(0.46	)
December 31, 2019	$	20.77		0.13			6.44			6.57			(0.19	)		(1.70	)		(1.89	)
December 31, 2018	$	26.77		0.13			(2.92	)		(2.79	)		(0.21	)		(3.00	)		(3.21	)
December 31, 2017	$	28.40		0.06			4.94			5.00			(0.11	)		(6.52	)		(6.63	)
December 31, 2016	$	28.57		0.08			3.10			3.18			—			(3.35	)		(3.35	)

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

(b)  The Fund received monies related to nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

34

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Value Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	26.42		18.58	%		1.69	%		(0.21	)%		2.05	%	$	672		35	%
Year Ended December 31, 2020		—		$	22.27		(2.95	)%		1.69	%		(0.23	)%		4.03	%	$	677		73	%
December 31, 2019		—		$	23.44		30.89	%		1.69	%		(0.13	)%		3.47	%	$	1,022		54	%
December 31, 2018		—		$	19.26		(11.12	)%		1.69	%		(0.11	)%		2.82	%	$	1,019		65	%
December 31, 2017		—		$	25.06		16.95	%		1.69	%		(0.11	)%		2.29	%	$	1,625		64	%
December 31, 2016		—	(f)	$	27.03		10.45	%(b)		1.69	%		(0.34	)%		1.80	%	$	1,670		67	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	29.01		18.99	%		1.05	%		0.43	%		1.05	%	$	154,959		35	%
Year Ended December 31, 2020		—		$	24.38		(2.37	)%		1.06	%		0.38	%		1.10	%	$	142,515		73	%
December 31, 2019		—		$	25.45		31.69	%		1.06	%		0.51	%		1.07	%	$	176,749		54	%
December 31, 2018		—		$	20.77		(10.54	)%		1.06	%		0.49	%		1.06	%	$	166,538		65	%
December 31, 2017		—		$	26.77		17.71	%		1.06	%		0.20	%		1.06	%	$	247,528		64	%
December 31, 2016		—	(f)	$	28.40		11.14	%(b)		1.06	%		0.26	%		1.19	%	$	260,818		67	%

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	50.59		0.29			8.22			8.51			—			—			—
Year Ended December 31, 2020	$	53.11		0.52			(1.12	)		(0.60	)		(0.15	)		(1.77	)		(1.92	)
December 31, 2019	$	42.20		0.51			12.44			12.95			(0.37	)		(1.67	)		(2.04	)
December 31, 2018	$	56.61		0.44			(5.67	)		(5.23	)		(0.38	)		(8.80	)		(9.18	)
December 31, 2017	$	51.86		0.38			9.10			9.48			—	(f)		(4.73	)		(4.73	)
December 31, 2016	$	50.98		0.40			4.01			4.41			(0.42	)		(3.12	)		(3.54	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	42.07		0.04			6.84			6.88			—			—			—
Year Ended December 31, 2020	$	44.70		0.14			(1.00	)		(0.86	)		—			(1.77	)		(1.77	)
December 31, 2019	$	35.78		0.10			10.50			10.60			(0.01	)		(1.67	)		(1.68	)
December 31, 2018	$	49.50		(0.03	)		(4.89	)		(4.92	)		—	(f)		(8.80	)		(8.80	)
December 31, 2017	$	46.22		(0.04	)		8.05			8.01			—			(4.73	)		(4.73	)
December 31, 2016	$	45.80		—	(f)		3.57			3.57			(0.04	)		(3.12	)		(3.16	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.01% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—	$	59.10		16.80	%		0.89	%		1.03	%		0.93	%	$	492,857		20	%
Year Ended December 31, 2020		—	$	50.59		(1.03	)%		0.89	%		1.13	%		0.95	%	$	444,160		95	%
December 31, 2019		—	$	53.11		30.73	%		0.89	%		1.03	%		0.95	%	$	520,159		51	%
December 31, 2018		—	$	42.20		(9.31	)%		0.89	%		0.77	%		0.93	%	$	439,035		59	%
December 31, 2017		—	$	56.61		18.32	%		0.89	%		0.68	%		0.94	%	$	540,762		55	%
December 31, 2016		0.01	$	51.86		8.67	%(b)		0.89	%		0.79	%		0.92	%	$	522,593		79	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—	$	48.95		16.35	%		1.69	%		0.18	%		1.80	%	$	8,083		20	%
Year Ended December 31, 2020		—	$	42.07		(1.85	)%		1.69	%		0.37	%		1.79	%	$	11,326		95	%
December 31, 2019		—	$	44.70		29.70	%		1.69	%		0.24	%		1.74	%	$	17,028		51	%
December 31, 2018		—	$	35.78		(10.03	)%		1.69	%		(0.06	)%		1.75	%	$	18,227		59	%
December 31, 2017		—	$	49.50		17.36	%		1.69	%		(0.08	)%		1.71	%	$	29,771		55	%
December 31, 2016		0.01	$	46.22		7.80	%(b)		1.69	%		(0.01	)%		1.71	%	$	28,801		79	%

(continues on next page)

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS Large Cap Alpha Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	50.28		0.18		8.16			8.34			—			—			—
Year Ended December 31, 2020	$	52.83		0.35		(1.13	)		(0.78	)		—			(1.77	)		(1.77	)
December 31, 2019	$	42.01		0.32		12.36			12.68			(0.19	)		(1.67	)		(1.86	)
December 31, 2018	$	56.35		0.22		(5.61	)		(5.39	)		(0.15	)		(8.80	)		(8.95	)
December 31, 2017	$	51.83		0.18		9.07			9.25			—			(4.73	)		(4.73	)
December 31, 2016	$	50.93		0.23		3.99			4.22			(0.21	)		(3.12	)		(3.33	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	50.37		0.34		8.19			8.53			—			—			—
Year Ended December 31, 2020	$	52.87		0.62		(1.10	)		(0.48	)		(0.25	)		(1.77	)		(2.02	)
December 31, 2019	$	42.01		0.61		12.38			12.99			(0.46	)		(1.67	)		(2.13	)
December 31, 2018	$	56.38		0.55		(5.64	)		(5.09	)		(0.48	)		(8.80	)		(9.28	)
December 31, 2017	$	51.66		0.49		9.07			9.56			(0.11	)		(4.73	)		(4.84	)
December 31, 2016	$	50.82		0.51		4.00			4.51			(0.56	)		(3.12	)		(3.68	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.01% for the period shown.

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

(d)  Annualized for periods less than one year.

(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.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)				Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Large Cap Alpha Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—	$	58.62		16.59	%			1.26	%		0.65	%		1.42	%	$	6,173		20	%
Year Ended December 31, 2020		—	$	50.28		(1.41	)%	��		1.26	%		0.77	%		1.50	%	$	6,066		95	%
December 31, 2019		—	$	52.83		30.23	%			1.26	%		0.66	%		1.48	%	$	7,232		51	%
December 31, 2018		—	$	42.01		(9.63	)%			1.26	%		0.38	%		1.40	%	$	6,348		59	%
December 31, 2017		—	$	56.35		17.87	%			1.26	%		0.33	%		1.42	%	$	10,229		55	%
December 31, 2016		0.01	$	51.83		8.30	%(b)			1.23	%		0.45	%		1.23	%	$	10,631		79	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—	$	58.90		16.93	%			0.68	%		1.23	%		0.70	%	$	17,529		20	%
Year Ended December 31, 2020		—	$	50.37		(0.83	)%			0.68	%		1.34	%		0.82	%	$	16,011		95	%
December 31, 2019		—	$	52.87		30.99	%			0.68	%		1.24	%		0.78	%	$	20,021		51	%
December 31, 2018		—	$	42.01		(9.11	)%			0.68	%		0.96	%		0.75	%	$	21,827		59	%
December 31, 2017		—	$	56.38		18.56	%			0.68	%		0.88	%		0.72	%	$	33,638		55	%
December 31, 2016		0.01	$	51.66		8.89	%(b)			0.68	%		1.00	%		0.69	%	$	31,840		79	%

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Investors Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	12.84		0.01			2.29			2.30			—			—
Year Ended December 31, 2020	$	13.10		(0.01	)		(0.21	)		(0.22	)		—			(0.04	)
December 31, 2019	$	10.68		—	(e)		2.99			2.99			—			(0.57	)
December 31, 2018	$	13.86		—	(e)		(1.27	)		(1.27	)		—			(1.91	)
December 31, 2017	$	13.65		(0.03	)		2.23			2.20			—			(1.99	)
December 31, 2016	$	12.42		—	(e)		1.23			1.23			—			—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	11.22		(0.04	)		2.00			1.96			—			—
Year Ended December 31, 2020	$	11.54		(0.08	)		(0.20	)		(0.28	)		—			(0.04	)
December 31, 2019	$	9.53		(0.08	)		2.66			2.58			—			(0.57	)
December 31, 2018	$	12.68		(0.10	)		(1.14	)		(1.24	)		—			(1.91	)
December 31, 2017	$	12.73		(0.19	)		2.13			1.94			—			(1.99	)
December 31, 2016	$	11.67		(0.09	)		1.15			1.06			—			—
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	11.41		(0.03	)		2.03			2.00			—			—
Year Ended December 31, 2020	$	11.72		(0.07	)		(0.20	)		(0.27	)		—			(0.04	)
December 31, 2019	$	9.66		(0.07	)		2.70			2.63			—			(0.57	)
December 31, 2018	$	12.81		(0.08	)		(1.16	)		(1.24	)		—			(1.91	)
December 31, 2017	$	12.83		(0.17	)		2.14			1.97			—			(1.99	)
December 31, 2016	$	11.73		(0.06	)		1.16			1.10			—			—
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	13.24		0.03			2.36			2.39			—			—
Year Ended December 31, 2020	$	13.47		0.02			(0.21	)		(0.19	)		—			(0.04	)
December 31, 2019	$	10.94		0.03			3.07			3.10			—			(0.57	)
December 31, 2018	$	14.10		0.03			(1.28	)		(1.25	)		—			(1.91	)
December 31, 2017	$	13.82		0.03			2.24			2.27			—			(1.99	)
December 31, 2016	$	12.55		0.04			1.24			1.28			(0.01	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Investors Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	15.14		17.91	%		1.33	%		0.10	%		1.65	%	$	14,700		41	%
Year Ended December 31, 2020		(0.04	)	$	12.84		(1.68	)%		1.33	%		(0.08	)%		1.71	%	$	12,663		66	%
December 31, 2019		(0.57	)	$	13.10		28.01	%		1.33	%		0.03	%		1.62	%	$	16,906		64	%
December 31, 2018		(1.91	)	$	10.68		(9.36	)%		1.33	%		(0.03	)%		1.58	%	$	15,682		56	%
December 31, 2017		(1.99	)	$	13.86		16.28	%		1.33	%		(0.24	)%		1.54	%	$	20,419		80	%
December 31, 2016		—		$	13.65		9.90	%		1.33	%		0.02	%		1.56	%	$	28,022		92	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	13.18		17.47	%		2.07	%		(0.65	)%		2.48	%	$	3,022		41	%
Year Ended December 31, 2020		(0.04	)	$	11.22		(2.43	)%		2.07	%		(0.85	)%		2.75	%	$	3,306		66	%
December 31, 2019		(0.57	)	$	11.54		27.08	%		2.07	%		(0.73	)%		2.54	%	$	6,898		64	%
December 31, 2018		(1.91	)	$	9.53		(10.08	)%		2.07	%		(0.82	)%		2.44	%	$	7,282		56	%
December 31, 2017		(1.99	)	$	12.68		15.48	%		2.07	%		(1.42	)%		2.35	%	$	11,149		80	%
December 31, 2016		—		$	12.73		9.08	%		2.07	%		(0.72	)%		2.35	%	$	14,517		92	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	13.41		17.53	%		1.95	%		(0.52	)%		2.25	%	$	743		41	%
Year Ended December 31, 2020		(0.04	)	$	11.41		(2.30	)%		1.95	%		(0.71	)%		4.41	%	$	655		66	%
December 31, 2019		(0.57	)	$	11.72		27.24	%		1.95	%		(0.59	)%		3.85	%	$	844		64	%
December 31, 2018		(1.91	)	$	9.66		(9.91	)%		1.95	%		(0.64	)%		3.15	%	$	831		56	%
December 31, 2017		(1.99	)	$	12.81		15.50	%		1.95	%		(1.27	)%		2.72	%	$	1,379		80	%
December 31, 2016		—		$	12.83		9.38	%		1.92	%		(0.50	)%		1.92	%	$	1,314		92	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	15.63		18.05	%		1.05	%		0.38	%		1.32	%	$	12,827		41	%
Year Ended December 31, 2020		(0.04	)	$	13.24		(1.41	)%		1.05	%		0.17	%		1.50	%	$	11,253		66	%
December 31, 2019		(0.57	)	$	13.47		28.35	%		1.05	%		0.27	%		1.43	%	$	19,146		64	%
December 31, 2018		(1.91	)	$	10.94		(9.06	)%		1.05	%		0.18	%		1.37	%	$	14,669		56	%
December 31, 2017		(1.99	)	$	14.10		16.59	%		1.05	%		0.19	%		1.25	%	$	27,131		80	%
December 31, 2016		(0.01	)	$	13.82		10.17	%		1.05	%		0.28	%		1.24	%	$	50,013		92	%

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions
Victory Global Energy Transition Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	12.36		(0.04	)		8.14			8.10			—			—
Year Ended December 31, 2020	$	9.71		(0.01	)		2.67			2.66			(0.01	)		(0.01	)
December 31, 2019	$	12.86		—	(f)		(3.15	)		(3.15	)		—			—
December 31, 2018	$	23.73		(0.14	)		(10.73	)		(10.87	)		—			—
December 31, 2017	$	23.49		(0.22	)		0.46			0.24			—			—
December 31, 2016	$	15.34		(0.10	)		8.25			8.15			—			—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	11.00		(0.10	)		7.25			7.15			—			—
Year Ended December 31, 2020	$	8.71		(0.07	)		2.36			2.29			—			—
December 31, 2019	$	11.63		(0.08	)		(2.84	)		(2.92	)		—			—
December 31, 2018	$	21.63		(0.28	)		(9.72	)		(10.00	)		—			—
December 31, 2017	$	21.59		(0.36	)		0.40			0.04			—			—
December 31, 2016	$	14.21		(0.24	)		7.62			7.38			—			—
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	11.62		(0.06	)		7.65			7.59			—			—
Year Ended December 31, 2020	$	9.16		(0.04	)		2.50			2.46			—			—
December 31, 2019	$	12.18		(0.04	)		(2.98	)		(3.02	)		—			—
December 31, 2018	$	22.56		(0.20	)		(10.18	)		(10.38	)		—			—
December 31, 2017	$	22.42		(0.29	)		0.43			0.14			—			—
December 31, 2016	$	14.68		(0.15	)		7.89			7.74			—			—
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	12.88		(0.01	)		8.48			8.47			—			—
Year Ended December 31, 2020	$	10.11		0.02			2.78			2.80			(0.03	)		(0.03	)
December 31, 2019	$	13.38		0.03			(3.27	)		(3.24	)		(0.03	)		(0.03	)
December 31, 2018	$	24.60		(0.06	)		(11.16	)		(11.22	)		—			—
December 31, 2017	$	24.28		(0.14	)		0.46			0.32			—			—
December 31, 2016	$	15.80		(0.04	)		8.52			8.48			—			—

*  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

(g)  Amount is less than 0.005%.

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

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory Global Energy Transition Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	20.46		65.53	%		1.48	%		(0.44	)%		1.55	%	$	76,054		35	%
Year Ended December 31, 2020		—		$	12.36		27.35	%		1.48	%		(0.15	)%		1.79	%	$	36,803		46	%
December 31, 2019		—		$	9.71		(24.49	)%		1.48	%		—	%(f)		1.69	%	$	32,630		24	%
December 31, 2018		—		$	12.86		(45.81	)%		1.48	%		(0.65	)%		1.54	%	$	64,001		26	%
December 31, 2017		—		$	23.73		1.02	%		1.48	%		(0.93	)%		1.55	%	$	262,455		57	%(h)
December 31, 2016		—	(f)	$	23.49		53.13	%(b)		1.48	%		(0.51	)%		1.48	%	$	545,778		29	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	18.15		65.00	%		2.28	%		(1.28	)%		2.55	%	$	3,120		35	%
Year Ended December 31, 2020		—		$	11.00		26.29	%		2.28	%		(0.92	)%		3.32	%	$	2,385		46	%
December 31, 2019		—		$	8.71		(25.11	)%		2.28	%		(0.81	)%		2.75	%	$	2,949		24	%
December 31, 2018		—		$	11.63		(46.26	)%		2.28	%		(1.42	)%		2.38	%	$	6,939		26	%
December 31, 2017		—		$	21.63		0.23	%		2.28	%		(1.72	)%		2.35	%	$	20,428		57	%(h)
December 31, 2016		—	(f)	$	21.59		51.94	%(b)		2.28	%		(1.32	)%		2.31	%	$	30,789		29	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	19.21		65.32	%		1.86	%		(0.79	)%		1.89	%	$	2,201		35	%
Year Ended December 31, 2020		—		$	11.62		26.86	%		1.86	%		(0.51	)%		5.74	%	$	680		46	%
December 31, 2019		—		$	9.16		(24.79	)%		1.86	%		(0.37	)%		4.31	%	$	621		24	%
December 31, 2018		—		$	12.18		(46.01	)%		1.86	%		(0.99	)%		2.50	%	$	920		26	%
December 31, 2017		—		$	22.56		0.62	%		1.86	%		(1.31	)%		2.20	%	$	2,442		57	%(h)
December 31, 2016		—	(f)	$	22.42		52.72	%(b)		1.74	%		(0.80	)%		1.74	%	$	4,611		29	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	21.35		65.76	%		1.15	%		(0.11	)%		1.18	%	$	231,396		35	%
Year Ended December 31, 2020		—		$	12.88		27.73	%		1.15	%		0.18	%		1.28	%	$	119,237		46	%
December 31, 2019		—		$	10.11		(24.25	)%		1.15	%		0.27	%		1.26	%	$	114,972		24	%
December 31, 2018		—		$	13.38		(45.63	)%		1.15	%		(0.29	)%		1.20	%	$	393,581		26	%
December 31, 2017		—		$	24.60		1.36	%		1.15	%		(0.58	)%		1.19	%	$	1,126,533		57	%(h)
December 31, 2016		—	(f)	$	24.28		53.67	%(b)		1.15	%		(0.19	)%		1.17	%	$	1,300,024		29	%

See notes to financial statements.

43

Victory Portfolios Notes to Financial Statements
June 30, 2021

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 41 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

The accompanying financial statements are those of the following five Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund, with the exception of RS Investors Fund and Global Energy Transition Fund (formerly, Global Natural Resources Fund), is classified as diversified under the 1940 Act.

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory RS Partners Fund	RS Partners Fund	Classes A, R, Y and Member Class*
Victory RS Value Fund	RS Value Fund	Classes A, C, R and Y
Victory RS Large Cap Alpha Fund	RS Large Cap Alpha Fund	Classes A, C, R and Y
Victory RS Investors Fund	RS Investors Fund	Classes A, C, R and Y
Victory Global Energy Transition Fund (Formerly Victory Global Natural Resources Fund)	Global Energy Transition Fund	Classes A, C, R and Y

* Member Class commenced operations on November 3, 2020

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. A Fund's 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 Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification 946.

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.)

44

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (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.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of June 30, 2021, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS Partners Fund
Common Stocks	$	376,840,942	$	—	$	—	$	376,840,942
Preferred Stocks		—		—		587,369		587,369
Collateral for Securities Loaned		14,006,617		—		—		14,006,617
Total	$	390,847,559	$	—	$	587,369	$	391,434,928
RS Value Fund
Common Stocks	$	336,349,006	$	—	$	—	$	336,349,006
Collateral for Securities Loaned		12,062,813		—		—		12,062,813
Total	$	348,411,819	$	—	$	—	$	348,411,819
RS Large Cap Alpha Fund
Common Stocks	$	513,126,379	$	—	$	—	$	513,126,379
Total	$	513,126,379	$	—	$	—	$	513,126,379
RS Investors Fund
Common Stocks	$	30,215,090	$	—	$	—	$	30,215,090
Total	$	30,215,090	$	—	$	—	$	30,215,090
Global Energy Transition Fund
Common Stocks	$	282,900,376	$	—	$	—	$	282,900,376
Collateral for Securities Loaned		17,593,103		—		—		17,593,103
Total	$	300,493,479	$	—	$	—	$	300,493,479

For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

45

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

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:

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"). 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 on 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 Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.

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.

46

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Assets (Value of Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 Days		>90 Days		Net Amount
RS Partners Fund	$	13,563,229	$	13,563,229	$	—	$	—	$	—	$	—
RS Value Fund		12,055,234		12,055,234		—		—		—		—
Global Energy Transition Fund		17,206,403		17,206,403		—		—		—		—

*  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 on the Statements of Assets and Liabilities.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Federal Income Taxes:

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

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Funds are charged to the Funds, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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, 12b-1 fees, and printing 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.

47

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows.

	Excluding U.S. Government Securities
	Purchases		Sales
RS Partners Fund	$	110,942,599	$	140,898,568
RS Value Fund		112,702,265		138,147,566
RS Large Cap Alpha Fund		101,223,872		138,632,626
RS Investors Fund		12,097,281		14,499,584
Global Energy Transition Fund		100,452,535		76,494,205

For the six months ended June 30, 2021, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

VCM has entered into a Sub-Advisory Agreement with SailingStone Capital Partners LLC ("SailingStone"). SailingStone is responsible for providing day-to-day investment advisory services to the Global Energy Transition Fund, subject to the oversight of the Board. Sub-investment advisory fees paid by VCM to SailingStone do not represent a separate or additional expense to the Funds.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below.

	Flat Rate
RS Partners Fund		1.00	%
RS Value Fund		0.85	%
RS Large Cap Alpha Fund		0.50	%
RS Investors Fund		1.00	%
Global Energy Transition Fund		1.00	%

Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Funds are shown in the table below:

Assets up to $15 billion			Assets $15 billion — $30 billion			Assets over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee as shown in the table below:

	Class A			Class C			Class R			Class Y			Member Class
RS Partners Fund		0.25	%		N/A			0.50	%		0.00	%		0.00	%
RS Value Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
RS Large Cap Alpha Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
RS Investors Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
Global Energy Transition Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A

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 C, and Class R. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sale of the Class A. For the six months ended June 30, 2021, the Distributor received approximately $9,493 from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

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. Acquired fund fees and expense, interest, taxes, brokerage commissions, other expenditures that are capitalized

49

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2022
	Class A			Class C			Class R			Class Y			Member Class
RS Partners Fund		1.45	%		N/A			1.81	%		1.12	%		1.25	%
RS Value Fund		1.30	%		2.07	%		1.69	%		1.06	%		N/A
RS Large Cap Alpha Fund		0.89	%		1.69	%		1.26	%		0.68	%		N/A
RS Investors Fund		1.33	%		2.07	%		1.95	%		1.05	%		N/A
Global Energy Transition Fund		1.48	%		2.28	%		1.86	%		1.15	%		N/A

Under the terms of the expense limitation agreements, amended May 1, 2021, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Funds were permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of June 30, 2021, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at June 30, 2021.

	Expires 2021		Expires 2022		Expires 2023		Expires 2024		Total
RS Partners Fund	$	170,752	$	344,191	$	316,786	$	109,648	$	941,377
RS Value Fund		56,479		154,554		199,071		34,976		445,080
RS Large Cap Alpha Fund		122,945		327,684		314,607		105,955		871,191
RS Investors Fund		78,376		162,310		146,600		46,765		434,051
Global Energy Transition Fund		265,146		429,505		234,015		48,721		977,387

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2021.

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, custodian, legal counsel and Distributor.

5. Risks:

The Funds may be subject to other risks in addition to these identified risks.

Equity Risk — 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.

Sector Risk — To the extent the Funds focus in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Funds' investments and could make the Funds' performance more volatile. For example, the values of companies in the Information

50

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

Technology sector are particularly vulnerable to economic downturns, short product cycles and aggressive pricing, market competition and changes in government regulation.

Concentration Risk — The Global Energy Transition Fund (herein, the "Fund") may concentrate its investments in a particular industry, as the term "concentration is used in the 1940 Act. Concentrating investments in the Natural Resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they cause the Fund's cash position or cash requirements to exceed normal levels.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets, and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit during the six months ended June 30, 2021.

51

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

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 fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to 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 Interest expense on interfund lending.

The Funds did not utilize or participate in the Facility during the six months ended June 30, 2021.

7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

	Declared	Paid
RS Partners Fund	Annually	Annually
RS Value Fund	Annually	Annually
RS Large Cap Alpha Fund	Annually	Annually
RS Investors Fund	Annually	Annually
Global Energy Transition Fund	Annually	Annually

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.

As of the tax year ended December 31, 2020, the Funds had net capital loss carryforwards as shown in the table below. It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

	Short-Term Amount		Long-Term Amount		Total
RS Partners Fund	$	9,328,334	$	—	$	9,328,334
RS Value Fund		11,867,080		—		11,867,080
RS Large Cap Alpha Fund		577,913		—		577,913
RS Investors Fund		2,106,442		—		2,106,442
Global Energy Transition Fund		9,316,769		1,818,972,760		1,828,289,529

52

Victory Portfolios Supplemental Information
June 30, 2021

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds used 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 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21-6/30/21*		Hypothetical Expenses Paid During Period 1/1/21-6/30/21*		Annualized Expense Ratio During Period 1/1/21-6/30/21
RS Partners Fund
Class A	$	1,000.00	$	1,253.60	$	1,017.60	$	8.10	$	7.25		1.45	%
Class R		1,000.00		1,251.70		1,015.82		10.11		9.05		1.81	%
Class Y		1,000.00		1,255.80		1,019.24		6.26		5.61		1.12	%
Member Class		1,000.00		1,255.20		1,018.60		6.99		6.26		1.25	%
RS Value Fund
Class A		1,000.00		1,188.30		1,018.35		7.05		6.51		1.30	%
Class C		1,000.00		1,184.00		1,014.53		11.21		10.34		2.07	%
Class R		1,000.00		1,185.80		1,016.41		9.16		8.45		1.69	%
Class Y		1,000.00		1,189.90		1,019.59		5.70		5.26		1.05	%

53

Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21-6/30/21*		Hypothetical Expenses Paid During Period 1/1/21-6/30/21*		Annualized Expense Ratio During Period 1/1/21-6/30/21
RS Large Cap Alpha Fund
Class A	$	1,000.00	$	1,168.00	$	1,020.38	$	4.78	$	4.46		0.89	%
Class C		1,000.00		1,163.50		1,016.41		9.07		8.45		1.69	%
Class R		1,000.00		1,165.90		1,018.55		6.77		6.31		1.26	%
Class Y		1,000.00		1,169.30		1,021.42		3.66		3.41		0.68	%
RS Investors Fund
Class A		1,000.00		1,179.10		1,018.20		7.19		6.66		1.33	%
Class C		1,000.00		1,174.70		1,014.53		11.16		10.34		2.07	%
Class R		1,000.00		1,175.30		1,015.12		10.52		9.74		1.95	%
Class Y		1,000.00		1,180.50		1,019.59		5.68		5.26		1.05	%
Global Energy Transition Fund
Class A		1,000.00		1,655.30		1,017.46		9.74		7.40		1.48	%
Class C		1,000.00		1,650.00		1,013.49		14.98		11.38		2.28	%
Class R		1,000.00		1,653.20		1,015.57		12.24		9.30		1.86	%
Class Y		1,000.00		1,657.60		1,019.09		7.58		5.76		1.15	%

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

54

Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

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 Investment Company Act of 1940, as amended. 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 Victory Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital 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, Victory Capital 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 Victory Capital. Victory Capital 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.

At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital 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 Victory Capital 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 that the Fund reasonably expects 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 Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

55

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)
	800-235-8396 for Member Class

VPRSVF-SAR (6/21)

June 30, 2021

Semi Annual Report

Victory RS Small Cap Growth Fund

Victory RS Select Growth Fund

Victory RS Mid Cap Growth Fund

Victory RS Growth Fund

Victory RS Science and Technology Fund

Victory RS Small Cap Equity Fund

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

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS Small Cap Growth Fund	9
Victory RS Select Growth Fund	13
Victory RS Mid Cap Growth Fund	16
Victory RS Growth Fund	19
Victory RS Science and Technology Fund	22
Victory RS Small Cap Equity Fund	27
Financial Statements
Statements of Assets and Liabilities	29
Statements of Operations	31
Statements of Changes in Net Assets	33
Financial Highlights	40
Notes to Financial Statements	64
Supplemental Information	75
Proxy Voting and Portfolio Holdings Information	75
Expense Examples	75
Liquidity Risk Management Program	77
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

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 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the 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)

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS Small Cap Growth Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Avaya Holdings Corp.	3.1	%
Bandwidth, Inc.	2.6	%
Varonis Systems, Inc.	2.3	%
MACOM Technology Solutions Holdings, Inc.	2.3	%
Lattice Semiconductor Corp.	2.2	%
Freshpet, Inc.	2.1	%
Evoqua Water Technologies Corp.	1.9	%
Advanced Energy Industries, Inc.	1.9	%
Itron, Inc.	1.8	%
Saia, Inc.	1.7	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

3

Victory Portfolios
Victory RS Select Growth Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Dynatrace, Inc.	3.0	%
Five9, Inc.	2.9	%
Tempur Sealy International, Inc.	2.7	%
West Pharmaceutical Services, Inc.	2.5	%
Avantor, Inc.	2.5	%
Horizon Therapeutics PLC	2.5	%
Halozyme Therapeutics, Inc.	2.4	%
The Middleby Corp.	2.3	%
RingCentral, Inc.	2.3	%
Jazz Pharmaceuticals PLC	2.2	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

4

Victory Portfolios
Victory RS Mid Cap Growth Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Wix.com Ltd.	4.0	%
RingCentral, Inc.,Class A	3.4	%
West Pharmaceutical Services, Inc.	3.1	%
Synopsys, Inc.	2.3	%
Roku, Inc.	2.2	%
Twilio, Inc.,Class A	2.2	%
Chipotle Mexican Grill, Inc.	2.2	%
Pool Corp.	2.1	%
MSCI, Inc.	2.0	%
DocuSign, Inc.	1.9	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

5

Victory Portfolios
Victory RS Growth Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Microsoft Corp.	10.3	%
Apple, Inc.	7.6	%
Alphabet, Inc., Class C	7.5	%
Facebook, Inc., Class A	4.9	%
Amazon.com, Inc.	4.9	%
Visa, Inc., Class A	3.5	%
Twilio, Inc.	3.4	%
NVIDIA Corp.	2.6	%
Tesla, Inc.	2.4	%
Twitter, Inc.	2.0	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

6

Victory Portfolios
Victory RS Science and Technology Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Microsoft Corp.	4.9	%
RingCentral, Inc., Class A	4.4	%
Twilio, Inc.,Class A	4.2	%
Wix.com Ltd.	2.9	%
Amazon.com, Inc.	2.7	%
Lam Research Corp.	2.6	%
MACOM Technology Solutions Holdings, Inc.	2.6	%
Lattice Semiconductor Corp.	2.3	%
DocuSign, Inc.	2.1	%
NVIDIA Corp.	1.9	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

Victory Portfolios
Victory RS Small Cap Equity Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Avaya Holdings Corp.	5.7	%
PROG Holdings, Inc.	5.1	%
Evoqua Water Technologies Corp.	4.8	%
Open Lending Corp.	4.7	%
ACI Worldwide, Inc.	4.4	%
Itron, Inc.	4.4	%
MACOM Technology Solutions Holdings, Inc.	3.9	%
SiTime Corp.	3.4	%
Chart Industries, Inc.	3.4	%
CryoPort, Inc.	3.3	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

8

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Victory RS Small Cap Growth Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.6%)
Biotechnology (14.9%):
Apellis Pharmaceuticals, Inc. (a) (b)		679,940	$	42,972,208
Avidity Biosciences, Inc. (a) (b)		560,420		13,847,978
Beam Therapeutics, Inc. (a)		270,700		34,841,797
bluebird bio, Inc. (a)		600,939		19,218,029
Blueprint Medicines Corp. (a) (b)		287,158		25,258,418
Celyad SA, ADR (a) (b)		43,874		230,338
CytomX Therapeutics, Inc. (a)		1,568,240		9,926,959
DermTech, Inc. (a) (b)		345,320		14,354,952
Equillium, Inc. (a) (b)		1,515,010		8,923,409
Fate Therapeutics, Inc. (a)		415,620		36,071,660
Generation Bio Co. (a) (b)		598,560		16,101,264
Intellia Therapeutics, Inc. (a)		182,250		29,508,097
Jounce Therapeutics, Inc. (a) (b)		220,350		1,498,380
MacroGenics, Inc. (a)		854,090		22,940,857
Opthea Ltd., ADR (a)		765,040		6,074,418
ORIC Pharmaceuticals, Inc. (a) (b)		691,350		12,229,982
Protagonist Therapeutics, Inc. (a)		458,810		20,591,393
Replimune Group, Inc. (a)		497,470		19,112,797
Rubius Therapeutics, Inc. (a) (b)		852,350		20,805,864
Scholar Rock Holding Corp. (a) (b)		420,870		12,163,143
SpringWorks Therapeutics, Inc. (a) (b)		447,660		36,891,661
Twist Bioscience Corp. (a) (b)		197,130		26,267,573
				429,831,177
Communication Services (4.0%):
Bandwidth, Inc., Class A (a) (b)		544,650		75,118,128
EverQuote, Inc., Class A (a) (b)		568,720		18,585,770
Vonage Holdings Corp. (a)		1,539,720		22,187,365
				115,891,263
Communications Equipment (1.2%):
Viavi Solutions, Inc. (a)		2,019,910		35,671,611
Consumer Discretionary (12.1%):
Arco Platform Ltd., Class A (a) (b)		545,970		16,739,440
Bally's Corp. (a) (b)		439,160		23,762,948
Brinker International, Inc. (a) (b)		487,140		30,129,609
Canada Goose Holdings, Inc. (a) (b)		575,960		25,192,490
Churchill Downs, Inc. (b)		158,260		31,376,628
Fox Factory Holding Corp. (a) (b)		287,840		44,805,174
Latham Group, Inc. (a) (b)		266,160		8,506,474
Lithia Motors, Inc., Class A		70,110		24,092,601
Meritage Homes Corp. (a)		224,180		21,090,854
Skyline Champion Corp. (a)		580,580		30,944,914
Steven Madden Ltd.		749,500		32,798,120
Wingstop, Inc.		207,140		32,651,478
YETI Holdings, Inc. (a)		312,820		28,723,132
				350,813,862

See notes to financial statements.

9

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Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (5.7%):
BellRing Brands, Inc., Class A (a) (b)		572,630	$	17,946,224
BJ's Wholesale Club Holdings, Inc. (a)		678,250		32,271,135
Celsius Holdings, Inc. (a)		148,670		11,312,300
elf Beauty, Inc. (a)		1,357,180		36,833,865
Freshpet, Inc. (a)		377,860		61,576,066
Lancaster Colony Corp.		23,440		4,535,875
				164,475,465
Electronic Equipment, Instruments & Components (1.8%):
Itron, Inc. (a) (b)		511,480		51,137,771
Financials (5.3%):
Green Dot Corp., Class A (a) (b)		262,315		12,289,458
Open Lending Corp., Class A (a) (b)		891,750		38,425,507
PRA Group, Inc. (a)		707,980		27,235,991
PROG Holdings, Inc. (a)		727,730		35,025,645
Walker & Dunlop, Inc.		388,020		40,501,527
				153,478,128
Health Care Equipment & Supplies (4.0%):
CONMED Corp. (b)		122,220		16,796,695
CryoPort, Inc. (a) (b)		431,380		27,220,078
Eargo, Inc. (a) (b)		529,010		21,112,789
Nevro Corp. (a) (b)		239,860		39,766,389
Silk Road Medical, Inc. (a) (b)		204,950		9,808,907
				114,704,858
Health Care Providers & Services (5.2%):
HealthEquity, Inc. (a) (b)		562,030		45,232,175
Innovage Holding Corp. (a) (b)		751,970		16,024,481
LHC Group, Inc. (a)		196,770		39,405,160
LifeStance Health Group, Inc. (a) (b)		622,690		17,348,143
Surgery Partners, Inc. (a) (b)		481,270		32,062,207
				150,072,166
Health Care Technology (3.4%):
Health Catalyst, Inc. (a) (b)		514,560		28,563,226
Inspire Medical Systems, Inc. (a)		206,670		39,941,044
Omnicell, Inc. (a)		202,720		30,701,944
				99,206,214
Industrials (12.9%):
Advanced Drainage Systems, Inc.		282,480		32,928,694
Arcosa, Inc. (b)		588,910		34,592,573
Builders FirstSource, Inc. (a) (b)		7,360		313,978
Chart Industries, Inc. (a) (b)		242,880		35,538,201
Driven Brands Holdings, Inc. (a)		293,340		9,070,073
ESCO Technologies, Inc.		367,180		34,445,156
Evoqua Water Technologies Corp. (a)		1,616,320		54,599,290
Kornit Digital Ltd. (a)		279,030		34,691,800
Saia, Inc. (a)		238,840		50,034,591
Simpson Manufacturing Co., Inc.		289,180		31,937,039

See notes to financial statements.

10

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
SiteOne Landscape Supply, Inc. (a)		171,540	$	29,034,860
The AZEK Co., Inc. (a)		569,960		24,200,502
				371,386,757
IT Services (5.0%):
DigitalOcean Holdings, Inc. (a) (b)		591,740		32,894,827
Paymentus Holdings, Inc., Class A (a)		325,120		11,541,760
Repay Holdings Corp. (a)		873,930		21,009,277
Shift4 Payments, Inc., Class A (a)		114,240		10,706,573
Wix.com Ltd. (a) (b)		123,750		35,922,150
WNS Holdings Ltd., ADR (a)		417,097		33,313,537
				145,388,124
Life Sciences Tools & Services (1.2%):
NeoGenomics, Inc. (a) (b)		163,910		7,403,814
NeoGenomics, Inc. PIPE (a) (c) (d) (f)		170,580		7,242,827
Quanterix Corp. (a)		331,080		19,421,153
				34,067,794
Materials (1.4%):
Kronos Bio, Inc. (a) (b)		603,900		14,463,405
Summit Materials, Inc., Class A (a) (b)		737,280		25,694,208
				40,157,613
Pharmaceuticals (1.2%):
Compass Pathways PLC, ADR (a) (b)		428,580		16,350,327
PMV Pharmaceuticals, Inc. (a) (b)		504,640		17,238,502
				33,588,829
Semiconductors & Semiconductor Equipment (8.6%):
Advanced Energy Industries, Inc. (b)		475,630		53,608,257
CMC Materials, Inc.		186,900		28,173,306
Lattice Semiconductor Corp. (a)		1,132,900		63,646,322
MACOM Technology Solutions Holdings, Inc. (a)		1,018,843		65,287,459
Silicon Laboratories, Inc. (a)		253,070		38,782,978
				249,498,322
Software (11.7%):
ACI Worldwide, Inc. (a)		977,800		36,315,492
Avaya Holdings Corp. (a) (b)		3,364,680		90,509,892
Everbridge, Inc. (a)		279,310		38,008,505
Five9, Inc. (a)		77,790		14,265,908
Medallia, Inc. (a) (b)		945,370		31,906,237
Q2 Holdings, Inc. (a)		244,930		25,124,919
Telos Corp. (a) (b)		1,024,150		34,831,342
Varonis Systems, Inc. (a)		1,173,550		67,619,951
				338,582,246
Total Common Stocks (Cost $2,003,389,471)				2,877,952,200

See notes to financial statements.

11

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Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (9.7%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (e)		5,559,599	$	5,559,599
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (e)		150,591,621		150,591,621
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (e)		2,774,515		2,774,515
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (e)		22,123,119		22,123,119
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (e)		99,469,860		99,469,860
Total Collateral for Securities Loaned (Cost $280,518,714)				280,518,714
Total Investments (Cost $2,283,908,185) — 109.3%				3,158,470,914
Liabilities in excess of other assets — (9.3)%				(268,239,672	)
NET ASSETS — 100.00%			$	2,890,231,242

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, illiquid securities were 0.3% of net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.3% of net assets as of June 30, 2021. (See Note 2 in the Notes to Financial Statements).

(e)  Rate disclosed is the daily yield on June 30, 2021.

(f)  Restricted security that is not registered under the Securities Act of 1933.

ADR — American Depositary Receipt

PIPE — Private Investment in Public Equity

PLC — Public Limited Company

See notes to financial statements.

12

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.0%)
Biotechnology (5.4%):
Castle Biosciences, Inc. (a)		52,150	$	3,824,159
Halozyme Therapeutics, Inc. (a)		124,770		5,665,806
Twist Bioscience Corp. (a) (b)		23,480		3,128,710
				12,618,675
Communication Services (2.7%):
Bandwidth, Inc., Class A (a)		26,520		3,657,638
IAC/InterActiveCorp. (a)		17,680		2,725,726
				6,383,364
Consumer Discretionary (13.8%):
Brinker International, Inc. (a) (b)		44,720		2,765,932
Chegg, Inc. (a)		51,040		4,241,934
Churchill Downs, Inc.		17,290		3,427,916
Marriott Vacations Worldwide Corp. (a)		17,530		2,792,529
Ollie's Bargain Outlet Holdings, Inc. (a) (b)		26,880		2,261,414
Planet Fitness, Inc., Class A (a)		39,170		2,947,543
Pool Corp.		11,210		5,141,579
Tempur Sealy International, Inc. (b)		161,470		6,328,009
Wolverine World Wide, Inc.		69,950		2,353,118
				32,259,974
Consumer Staples (2.8%):
Beyond Meat, Inc. (a) (b)		11,660		1,836,333
Freshpet, Inc. (a)		28,630		4,665,545
				6,501,878
Electronic Equipment, Instruments & Components (1.1%):
Dolby Laboratories, Inc., Class A		27,060		2,659,727
Financials (5.2%):
Focus Financial Partners, Inc., Class A (a)		90,230		4,376,155
LPL Financial Holdings, Inc.		27,220		3,674,156
Western Alliance Bancorp (b)		43,720		4,059,402
				12,109,713
Health Care Equipment & Supplies (5.7%):
Novocure Ltd. (a) (b)		23,280		5,163,970
Tandem Diabetes Care, Inc. (a)		24,370		2,373,638
West Pharmaceutical Services, Inc.		16,316		5,859,075
				13,396,683
Health Care Providers & Services (4.0%):
Encompass Health Corp.		31,440		2,453,263
HealthEquity, Inc. (a)		45,980		3,700,471
LHC Group, Inc. (a)		15,400		3,084,004
				9,237,738
Health Care Technology (1.1%):
Omnicell, Inc. (a)		17,310		2,621,600

See notes to financial statements.

13

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Industrials (17.2%):
Advanced Drainage Systems, Inc.		41,000	$	4,779,370
Axon Enterprise, Inc. (a)		22,340		3,949,712
Builders FirstSource, Inc. (a)		64,720		2,760,955
Chart Industries, Inc. (a)		22,970		3,360,970
Enphase Energy, Inc. (a)		19,040		3,496,315
Evoqua Water Technologies Corp. (a)		145,410		4,911,950
Generac Holdings, Inc. (a)		4,750		1,971,963
MSA Safety, Inc.		21,690		3,591,430
SiteOne Landscape Supply, Inc. (a)		21,360		3,615,394
The Middleby Corp. (a)		31,520		5,461,155
Trex Co., Inc. (a)		23,480		2,399,891
				40,299,105
IT Services (3.1%):
GoDaddy, Inc., Class A (a)		26,107		2,270,264
Shift4 Payments, Inc., Class A (a)		23,740		2,224,913
Wix.com Ltd. (a)		9,210		2,673,479
				7,168,656
Life Sciences Tools & Services (4.4%):
Avantor, Inc. (a)		163,990		5,823,285
Charles River Laboratories International, Inc. (a)		11,730		4,339,161
				10,162,446
Pharmaceuticals (4.7%):
Horizon Therapeutics PLC (a)		61,700		5,777,588
Jazz Pharmaceuticals PLC (a)		29,520		5,243,933
				11,021,521
Semiconductors & Semiconductor Equipment (9.8%):
Entegris, Inc.		42,530		5,229,914
Lattice Semiconductor Corp. (a)		70,370		3,953,387
MACOM Technology Solutions Holdings, Inc. (a)		52,120		3,339,850
MKS Instruments, Inc.		25,490		4,535,945
Monolithic Power Systems, Inc.		7,255		2,709,380
SiTime Corp. (a)		24,290		3,074,871
				22,843,347
Software (17.0%):
ACI Worldwide, Inc. (a)		104,740		3,890,043
Avaya Holdings Corp. (a)		93,990		2,528,331
Dynatrace, Inc. (a)		121,490		7,097,446
Fair Isaac Corp. (a) (b)		6,890		3,463,465
Five9, Inc. (a)		36,980		6,781,762
Q2 Holdings, Inc. (a)		26,610		2,729,654
RingCentral, Inc., Class A (a)		18,530		5,384,447
Varonis Systems, Inc. (a) (b)		53,480		3,081,518
Zendesk, Inc. (a)		33,420		4,823,843
				39,780,509
Total Common Stocks (Cost $157,477,884)				229,064,936

See notes to financial statements.

14

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (2.2%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		103,060	$	103,060
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		2,791,575		2,791,575
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		51,432		51,432
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		410,105		410,105
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		1,843,911		1,843,911
Total Collateral for Securities Loaned (Cost $5,200,083)				5,200,083
Total Investments (Cost $162,677,967) — 100.2%				234,265,019
Liabilities in excess of other assets — (0.2)%				(546,466	)
NET ASSETS — 100.00%			$	233,718,553

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2021.

PLC — Public Limited Company

See notes to financial statements.

15

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.7%)
Communication Services (6.0%):
IAC/InterActiveCorp. (a)		39,220	$	6,046,547
Match Group, Inc. (a)		45,734		7,374,608
Take-Two Interactive Software, Inc. (a)		24,290		4,299,816
Twitter, Inc. (a)		108,230		7,447,306
Vimeo, Inc. (a)		47,544		2,329,656
				27,497,933
Communications Equipment (2.5%):
Arista Networks, Inc. (a)		8,500		3,079,635
Palo Alto Networks, Inc. (a)		22,870		8,485,913
				11,565,548
Consumer Discretionary (16.2%):
Burlington Stores, Inc. (a)		16,720		5,383,673
Caesars Entertainment, Inc. (a)		40,300		4,181,125
CarMax, Inc. (a)		19,200		2,479,680
Chewy, Inc., Class A (a) (b)		65,426		5,215,106
Chipotle Mexican Grill, Inc. (a) (b)		6,400		9,922,176
Darden Restaurants, Inc.		20,470		2,988,415
Farfetch Ltd., Class A (a) (b)		87,880		4,425,637
Lululemon Athletica, Inc. (a)		13,140		4,795,706
Marriott Vacations Worldwide Corp. (a)		17,590		2,802,087
Meritage Homes Corp. (a)		27,830		2,618,246
Nordstrom, Inc. (a) (b)		70,730		2,586,596
O'Reilly Automotive, Inc. (a)		12,040		6,817,168
Pool Corp. (b)		21,000		9,631,860
Roku, Inc. (a)		22,270		10,227,498
				74,074,973
Consumer Staples (2.3%):
Freshpet, Inc. (a)		42,160		6,870,394
The Boston Beer Co., Inc., Class A (a)		3,450		3,521,760
				10,392,154
Electronic Equipment, Instruments & Components (3.4%):
Dolby Laboratories, Inc., Class A		49,810		4,895,825
Keysight Technologies, Inc. (a)		33,310		5,143,397
Trimble, Inc. (a)		68,270		5,586,534
				15,625,756
Financials (4.7%):
LPL Financial Holdings, Inc.		45,700		6,168,586
MSCI, Inc.		17,050		9,089,014
Western Alliance Bancorp		69,140		6,419,649
				21,677,249
Health Care (19.3%):
Align Technology, Inc. (a)		11,110		6,788,210
AmerisourceBergen Corp.		38,810		4,443,357
Apellis Pharmaceuticals, Inc. (a)		50,090		3,165,688

See notes to financial statements.

16

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Avantor, Inc. (a) (b)		132,890	$	4,718,924
Centene Corp. (a)		48,911		3,567,079
Charles River Laboratories International, Inc. (a)		21,710		8,030,963
DexCom, Inc. (a)		12,730		5,435,710
Fate Therapeutics, Inc. (a)		34,680		3,009,877
Horizon Therapeutics PLC (a)		53,600		5,019,104
Insulet Corp. (a)		18,830		5,169,024
Jazz Pharmaceuticals PLC (a)		34,480		6,125,027
Novocure Ltd. (a) (b)		28,010		6,213,178
ResMed, Inc.		24,600		6,064,392
Veeva Systems, Inc., Class A (a)		21,170		6,582,812
West Pharmaceutical Services, Inc.		39,550		14,202,405
				88,535,750
Industrials (13.3%):
Advanced Drainage Systems, Inc.		28,030		3,267,457
Axon Enterprise, Inc. (a) (b)		35,320		6,244,576
Builders FirstSource, Inc. (a) (b)		80,730		3,443,942
Carrier Global Corp.		116,360		5,655,096
Chart Industries, Inc. (a)		27,240		3,985,757
CoStar Group, Inc. (a)		78,700		6,517,934
Enphase Energy, Inc. (a)		24,820		4,557,697
Generac Holdings, Inc. (a)		14,860		6,169,129
IDEX Corp.		13,290		2,924,464
Pentair PLC		48,500		3,273,265
Ritchie Bros. Auctioneers, Inc.		67,440		3,997,843
The Middleby Corp. (a)		43,130		7,472,704
Trex Co., Inc. (a)		32,510		3,322,847
				60,832,711
IT Services (9.4%):
Gartner, Inc. (a)		14,700		3,560,340
GoDaddy, Inc., Class A (a)		65,580		5,702,837
Square, Inc., Class A (a)		8,720		2,125,936
Twilio, Inc., Class A (a)		25,790		10,165,386
WEX, Inc. (a)		17,200		3,335,080
Wix.com Ltd. (a)		62,910		18,261,515
				43,151,094
Materials (0.7%):
The Scotts Miracle-Gro Co.		16,920		3,247,286
Semiconductors & Semiconductor Equipment (7.7%):
Entegris, Inc.		58,320		7,171,610
KLA Corp.		15,040		4,876,118
Lattice Semiconductor Corp. (a)		79,140		4,446,085
Marvell Technology, Inc.		116,760		6,810,611
Microchip Technology, Inc.		42,690		6,392,401
Monolithic Power Systems, Inc. (b)		15,310		5,717,520
				35,414,345

See notes to financial statements.

17

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Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Software (14.2%):
Bill.com Holdings, Inc. (a) (b)		22,560	$	4,132,541
Crowdstrike Holdings, Inc., Class A (a)		24,840		6,242,540
DocuSign, Inc. (a)		30,890		8,635,917
Dropbox, Inc., Class A (a)		100,060		3,032,819
Fair Isaac Corp. (a)		9,730		4,891,076
Lightspeed POS, Inc. (a)		57,080		4,772,459
RingCentral, Inc., Class A (a)		52,910		15,374,588
Synopsys, Inc. (a)		39,040		10,766,842
Zendesk, Inc. (a)		51,750		7,469,595
				65,318,377
Total Common Stocks (Cost $287,333,866)				457,333,176
Collateral for Securities Loaned^ (4.9%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		448,762		448,762
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		12,155,507		12,155,507
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		223,954		223,954
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		1,785,742		1,785,742
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		8,029,043		8,029,043
Total Collateral for Securities Loaned (Cost $22,643,008)				22,643,008
Total Investments (Cost $309,976,874) — 104.6%				479,976,184
Liabilities in excess of other assets — (4.6)%				(21,287,755	)
NET ASSETS — 100.00%			$	458,688,429

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2021.

PLC — Public Limited Company

See notes to financial statements.

18

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Victory RS Growth Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.3%)
Communication Services (15.6%):
Activision Blizzard, Inc.		42,010	$	4,009,434
Alphabet, Inc., Class C (a)		9,821		24,614,569
Facebook, Inc., Class A (a)		46,450		16,151,129
Twitter, Inc. (a)		98,070		6,748,197
				51,523,329
Communications Equipment (1.1%):
Palo Alto Networks, Inc. (a)		10,010		3,714,211
Consumer Discretionary (18.6%):
Amazon.com, Inc. (a)		4,660		16,031,146
Aptiv PLC (a)		37,980		5,975,393
Booking Holdings, Inc. (a)		1,780		3,894,800
Caesars Entertainment, Inc. (a)		34,850		3,615,687
Chipotle Mexican Grill, Inc. (a) (b)		2,890		4,480,483
Dollar General Corp.		12,830		2,776,284
NIKE, Inc., Class B		38,370		5,927,781
Target Corp.		16,090		3,889,596
Tesla, Inc. (a)		11,830		8,040,851
The Home Depot, Inc.		13,515		4,309,798
The TJX Cos., Inc.		34,080		2,297,674
				61,239,493
Consumer Staples (2.5%):
Constellation Brands, Inc., Class A		16,320		3,817,085
Freshpet, Inc. (a)		12,980		2,115,221
The Boston Beer Co., Inc., Class A (a)		2,220		2,266,176
				8,198,482
Health Care (9.9%):
Align Technology, Inc. (a)		7,230		4,417,530
Charles River Laboratories International, Inc. (a)		16,320		6,037,094
DexCom, Inc. (a)		5,600		2,391,200
Fate Therapeutics, Inc. (a)		21,730		1,885,947
Horizon Therapeutics PLC (a)		26,100		2,444,004
Jazz Pharmaceuticals PLC (a)		20,250		3,597,210
Novocure Ltd. (a) (b)		7,990		1,772,342
Royalty Pharma PLC, Class A (b)		99,940		4,096,541
West Pharmaceutical Services, Inc.		16,770		6,022,107
				32,663,975
Industrials (3.4%):
IDEX Corp.		13,710		3,016,886
IHS Markit Ltd.		23,090		2,601,319
United Parcel Service, Inc., Class B		27,000		5,615,190
				11,233,395
IT Services (12.5%):
Fiserv, Inc. (a)		52,630		5,625,621
Gartner, Inc. (a)		12,220		2,959,684

See notes to financial statements.

19

Victory Portfolios
Victory RS Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
PayPal Holdings, Inc. (a)		22,980	$	6,698,210
Square, Inc., Class A (a)		13,310		3,244,978
Twilio, Inc., Class A (a)		28,350		11,174,436
Visa, Inc., Class A		49,137		11,489,213
				41,192,142
Materials (0.9%):
The Scotts Miracle-Gro Co.		16,050		3,080,316
Real Estate (1.1%):
SBA Communications Corp.		11,280		3,594,936
Semiconductors & Semiconductor Equipment (8.2%):
Advanced Micro Devices, Inc. (a)		31,600		2,968,188
Lam Research Corp.		8,410		5,472,387
Marvell Technology, Inc.		61,590		3,592,545
Microchip Technology, Inc.		20,530		3,074,162
NVIDIA Corp.		10,900		8,721,090
STMicroelectronics NV, NYS (b)		76,480		2,782,342
				26,610,714
Software (16.9%):
Fair Isaac Corp. (a)		6,310		3,171,911
Microsoft Corp.		125,700		34,052,130
RingCentral, Inc., Class A (a)		22,630		6,575,825
ServiceNow, Inc. (a)		9,370		5,149,284
Synopsys, Inc. (a)		10,670		2,942,679
Zoom Video Communications, Inc., Class A (a)		9,230		3,572,287
				55,464,116
Technology Hardware, Storage & Peripherals (7.6%):
Apple, Inc.		183,578		25,142,843
Total Common Stocks (Cost $171,721,114)				323,657,952
Collateral for Securities Loaned^ (3.0%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		197,161		197,161
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		5,340,459		5,340,459
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		98,393		98,393
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		784,556		784,556
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		3,527,518		3,527,518
Total Collateral for Securities Loaned (Cost $9,948,087)				9,948,087
Total Investments (Cost $181,669,201) — 101.3%				333,606,039
Liabilities in excess of other assets — (1.3)%				(4,361,595	)
NET ASSETS — 100.00%			$	329,244,444

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

See notes to financial statements.

20

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Victory RS Growth Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

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

(c)  Rate disclosed is the daily yield on June 30, 2021.

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.

21

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (100.1%)
Biotechnology (22.7%):
Akouos, Inc. (a) (b)		29,560	$	370,978
Albireo Pharma, Inc. (a)		21,060		740,891
Allogene Therapeutics, Inc. (a)		31,860		830,909
Alpha Teknova, Inc. (a)		59,780		1,418,579
Apellis Pharmaceuticals, Inc. (a)		62,633		3,958,406
Arcus Biosciences, Inc. (a)		35,660		979,224
Avidity Biosciences, Inc. (a) (b)		54,370		1,343,483
Avrobio, Inc. (a)		66,170		588,251
Beam Therapeutics, Inc. (a) (b)		26,820		3,452,002
Bicycle Therapeutics PLC, ADR (a)		64,929		1,971,244
bluebird bio, Inc. (a)		79,050		2,528,019
Blueprint Medicines Corp. (a)		9,220		810,991
Celcuity, Inc. (a)		62,050		1,489,200
Celyad SA, ADR (a) (b)		5,040		26,460
Codiak Biosciences, Inc. (a) (b)		92,250		1,709,392
Crinetics Pharmaceuticals, Inc. (a) (b)		51,908		978,466
Cullinan Oncology, Inc. (a)		22,640		582,980
CytomX Therapeutics, Inc. (a) (b) (c)		148,890		942,474
DermTech, Inc. (a) (b)		94,083		3,911,030
Editas Medicine, Inc. (a) (b)		22,140		1,254,010
Equillium, Inc. (a) (b)		223,930		1,318,948
Exact Sciences Corp. (a)		17,610		2,189,099
Fate Therapeutics, Inc. (a)		49,560		4,301,312
Fusion Pharmaceuticals, Inc. (a) (b)		138,510		1,119,161
Generation Bio Co. (a)		59,400		1,597,860
Gracell Biotechnologies, Inc., ADR (a) (b)		38,120		495,560
Halozyme Therapeutics, Inc. (a)		31,090		1,411,797
IGM Biosciences, Inc. (a) (b)		14,650		1,218,880
Ikena Oncology, Inc. (a) (b)		68,290		958,792
Impel Neuropharma, Inc. (a) (b)		83,690		740,657
Inhibrx, Inc. (a)		46,570		1,281,606
Intellia Therapeutics, Inc. (a)		30,780		4,983,590
Invitae Corp. (a) (b)		31,215		1,052,882
Iovance Biotherapeutics, Inc. (a)		248,450		6,464,669
Jounce Therapeutics, Inc. (a) (b)		76,990		523,532
Kezar Life Sciences, Inc. (a) (b)		283,686		1,540,415
Kinnate Biopharma, Inc. (a) (b)		67,090		1,561,855
Kura Oncology, Inc. (a) (b)		46,350		966,397
Lyell Immunopharma, Inc. (a) (b)		145,030		2,355,287
MacroGenics, Inc. (a)		90,070		2,419,280
Marker Therapeutics, Inc. (a) (b)		659,700		1,840,563
Matinas BioPharma Holdings, Inc. (a) (b)		602,250		466,684
Merus NV (a)		30,210		636,525
Mountain Crest Acquisition Corp. II PIPE (a) (d) (e) (h) (i)		276,000		2,660,640
Opthea Ltd., ADR (a)		96,734		768,068
ORIC Pharmaceuticals, Inc. (a) (b)		87,540		1,548,583
Passage Bio, Inc. (a)		39,660		525,098

See notes to financial statements.

22

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Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Protagonist Therapeutics, Inc. (a)		44,900	$	2,015,112
Rain Therapeutics, Inc. (a) (b)		81,580		1,267,753
Regulus Therapeutics, Inc. (a) (b)		1,768,489		1,437,958
Replimune Group, Inc. (a)		41,640		1,599,809
Rubius Therapeutics, Inc. (a) (b)		75,160		1,834,656
Scholar Rock Holding Corp. (a)		29,950		865,555
Shattuck Labs, Inc. (a) (b)		59,200		1,716,208
Sigilon Therapeutics, Inc. (a)		40,900		438,857
Silverback Therapeutics, Inc. (a) (b)		19,940		615,947
SpringWorks Therapeutics, Inc. (a)		50,300		4,145,223
Stoke Therapeutics, Inc. (a) (b)		20,410		687,001
Surface Oncology, Inc. (a) (b)		230,040		1,716,098
Sutro Biopharma, Inc. (a)		64,450		1,198,125
TCR2 Therapeutics, Inc. (a)		28,000		459,480
Twist Bioscience Corp. (a)		13,700		1,825,525
VistaGen Therapeutics, Inc. (a)		319,610		1,006,771
Zymeworks, Inc. (a)		24,780		859,618
				100,524,425
Communication Services (6.7%):
Facebook, Inc., Class A (a)		20,370		7,082,853
IAC/InterActiveCorp. (a)		16,130		2,486,762
Match Group, Inc. (a)		39,336		6,342,930
Take-Two Interactive Software, Inc. (a)		23,840		4,220,157
Twitter, Inc. (a)		118,600		8,160,866
Vimeo, Inc. (a)		26,187		1,283,163
				29,576,731
Communications Equipment (0.8%):
Viavi Solutions, Inc. (a)		197,350		3,485,201
Consumer Discretionary (6.5%):
Amazon.com, Inc. (a)		3,430		11,799,749
Arco Platform Ltd., Class A (a) (b)		49,010		1,502,647
Booking Holdings, Inc. (a)		1,870		4,091,728
Chegg, Inc. (a)		44,740		3,718,341
Farfetch Ltd., Class A (a) (b)		44,870		2,259,653
Roku, Inc. (a)		11,960		5,492,630
				28,864,748
Electronic Equipment, Instruments & Components (1.3%):
908 Devices, Inc. (a)		22,500		871,875
Dolby Laboratories, Inc., Class A		50,710		4,984,286
				5,856,161
Financials (0.7%):
Omega Alpha SPAC, Class A (a)		101,380		1,008,731
Panacea Acquisition Corp. II (a)		212,010		2,120,100
				3,128,831
Health Care Equipment & Supplies (2.1%):
BioLife Solutions, Inc. (a)		47,960		2,134,699
Butterfly Network, Inc. (a) (b)		250,310		3,624,489

See notes to financial statements.

23

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Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
CryoPort, Inc. (a) (b)		56,253	$	3,549,564
Quotient Ltd. (a) (b)		24,020		87,433
				9,396,185
Health Care Providers & Services (0.5%):
Exagen, Inc. (a)		36,345		544,811
Lifesci Acquisition II Corp. PIPE (a) (d) (e) (h) (i)		178,320		1,665,509
				2,210,320
Health Care Technology (0.8%):
Veeva Systems, Inc., Class A (a)		10,980		3,414,231
IT Services (10.6%):
GoDaddy, Inc., Class A (a)		44,060		3,831,458
PayPal Holdings, Inc. (a) (b)		15,830		4,614,128
Twilio, Inc., Class A (a)		47,100		18,564,936
Visa, Inc., Class A		29,010		6,783,118
Wix.com Ltd. (a)		44,940		13,045,183
				46,838,823
Life Sciences Tools & Services (3.2%):
10X Genomics, Inc., Class A (a) (b)		19,630		3,843,946
Berkeley Lights, Inc. (a)		41,460		1,857,823
NeoGenomics, Inc. (a)		47,740		2,156,416
Quanterix Corp. (a)		48,330		2,835,038
Singular Genomics Systems, Inc. (a)		129,560		3,560,309
				14,253,532
Materials (0.3%):
Kronos Bio, Inc. (a) (b)		49,570		1,187,201
Pharmaceuticals (1.4%):
Angion Biomedica Corp. (a)		54,380		708,028
Compass Pathways PLC, ADR (a)		49,500		1,888,425
Marinus Pharmaceuticals, Inc. (a) (b)		60,764		1,090,106
Nuvation Bio, Inc. (a) (b)		143,070		1,331,982
PMV Pharmaceuticals, Inc. (a) (b)		37,470		1,279,975
				6,298,516
Semiconductors & Semiconductor Equipment (19.9%):
Ambarella, Inc. (a)		42,450		4,526,443
Applied Materials, Inc.		42,560		6,060,544
Cohu, Inc. (a) (b)		165,930		6,104,565
Ichor Holdings Ltd. (a)		98,660		5,307,908
Lam Research Corp.		17,890		11,641,023
Lattice Semiconductor Corp. (a)		181,430		10,192,737
MACOM Technology Solutions Holdings, Inc. (a)		176,210		11,291,537
Marvell Technology, Inc.		100,290		5,849,916
MKS Instruments, Inc.		33,900		6,032,505
Monolithic Power Systems, Inc.		10,420		3,891,349
NVIDIA Corp.		10,290		8,233,029
SiTime Corp. (a)		35,110		4,444,575
STMicroelectronics NV, NYS (b)		121,620		4,424,536
				88,000,667

See notes to financial statements.

24

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Software (21.5%):
Avaya Holdings Corp. (a)		169,350	$	4,555,515
Coupa Software, Inc. (a)		12,470		3,268,512
DocuSign, Inc. (a)		33,770		9,441,079
Domo, Inc., Class B (a)		63,890		5,164,229
Dropbox, Inc., Class A (a)		142,440		4,317,356
Fair Isaac Corp. (a)		7,420		3,729,886
Microsoft Corp. (c)		80,450		21,793,905
Paycom Software, Inc. (a)		13,490		4,903,210
RingCentral, Inc., Class A (a)		67,380		19,579,280
ServiceNow, Inc. (a) (c)		12,540		6,891,357
Varonis Systems, Inc. (a)		130,350		7,510,767
Zendesk, Inc. (a)		26,320		3,799,029
				94,954,125
Technology Hardware, Storage & Peripherals (1.1%):
Western Digital Corp. (a)		66,570		4,737,787
Total Common Stocks (Cost $236,742,462)				442,727,484
Warrants (0.0%) (f)
Health Care (0.0%) (f):
Nuvation Bio, Inc.		48,570		126,287
Regulus Therapeutics, Inc. PIPE (a) (d) (e)		1,326,367		92,846
				219,133
Total Warrants (Cost $165,796)				219,133
Collateral for Securities Loaned^ (8.1%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (g)		706,975		706,975
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (g)		19,149,679		19,149,679
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (g)		352,816		352,816
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (g)		2,813,242		2,813,242
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (g)		12,648,883		12,648,883
Total Collateral for Securities Loaned (Cost $35,671,595)				35,671,595
Total Investments (Cost $272,579,853) — 108.2%				478,618,212
Liabilities in excess of other assets — (8.2)%				(36,299,776	)
NET ASSETS — 100.00%			$	442,318,436

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  All or a portion of the security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

See notes to financial statements.

25

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Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, illiquid securities were 1.0% of net assets.

(e)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 1.0% of net assets as of June 30, 2021. (See Note 2 in the Notes to Financial Statements).

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

(g)  Rate disclosed is the daily yield on June 30, 2021.

(h)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(i)  Restricted security that is not registered under the Securities Act of 1933.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PIPE — Private Investment in Public Equity

PLC — Public Limited Company

See notes to financial statements.

26

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.6%)
Communication Services (4.6%):
Bandwidth, Inc., Class A (a) (b)		10,040	$	1,384,717
EverQuote, Inc., Class A (a)		74,890		2,447,405
				3,832,122
Consumer Staples (2.4%):
elf Beauty, Inc. (a)		72,040		1,955,166
Electronic Equipment, Instruments & Components (4.4%):
Itron, Inc. (a)		36,400		3,639,272
Energy (4.1%):
Amyris, Inc. (a) (b)		75,740		1,239,864
Renewable Energy Group, Inc. (a) (b)		34,500		2,150,730
				3,390,594
Financials (17.7%):
Green Dot Corp., Class A (a)		49,230		2,306,425
Open Lending Corp., Class A (a) (b)		89,630		3,862,157
PRA Group, Inc. (a)		55,560		2,137,393
PROG Holdings, Inc. (a)		87,360		4,204,637
Trupanion, Inc. (a)		18,220		2,097,122
				14,607,734
Health Care (18.4%):
Apellis Pharmaceuticals, Inc. (a)		19,110		1,207,752
Blueprint Medicines Corp. (a)		10,280		904,229
Butterfly Network, Inc. (a) (b)		59,790		865,759
CryoPort, Inc. (a) (b)		43,440		2,741,064
DermTech, Inc. (a) (b)		26,790		1,113,660
Eargo, Inc. (a)		22,040		879,616
Fate Therapeutics, Inc. (a)		11,560		1,003,292
Inspire Medical Systems, Inc. (a)		6,100		1,178,886
MacroGenics, Inc. (a)		28,890		775,986
Quanterix Corp. (a)		19,550		1,146,803
Scholar Rock Holding Corp. (a)		21,180		612,102
SpringWorks Therapeutics, Inc. (a)		17,090		1,408,387
Twist Bioscience Corp. (a) (b)		9,890		1,317,843
				15,155,379
Industrials (13.9%):
Chart Industries, Inc. (a)		18,960		2,774,227
Evoqua Water Technologies Corp. (a)		117,070		3,954,624
Karat Packaging, Inc. (a)		80,110		1,631,841
Kornit Digital Ltd. (a)		14,890		1,851,274
SiteOne Landscape Supply, Inc. (a)		7,420		1,255,909
				11,467,875

See notes to financial statements.

27

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
IT Services (3.9%):
Paymentus Holdings, Inc., Class A (a)		18,040	$	640,420
Repay Holdings Corp. (a)		107,824		2,592,089
				3,232,509
Semiconductors & Semiconductor Equipment (9.8%):
Lattice Semiconductor Corp. (a)		37,510		2,107,312
MACOM Technology Solutions Holdings, Inc. (a)		50,560		3,239,885
SiTime Corp. (a)		21,950		2,778,650
				8,125,847
Software (18.4%):
ACI Worldwide, Inc. (a)		98,680		3,664,975
Avaya Holdings Corp. (a) (b)		175,380		4,717,722
BTRS Holdings, Inc. (a) (b)		176,830		2,231,595
Q2 Holdings, Inc. (a)		21,900		2,246,502
Varonis Systems, Inc. (a)		41,150		2,371,063
				15,231,857
Total Common Stocks (Cost $68,102,214)				80,638,355
Collateral for Securities Loaned^ (18.5%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		302,004		302,004
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		8,180,302		8,180,302
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		150,715		150,715
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		1,201,752		1,201,752
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		5,403,312		5,403,312
Total Collateral for Securities Loaned (Cost $15,238,085)				15,238,085
Total Investments (Cost $83,340,299) — 116.1%				95,876,440
Liabilities in excess of other assets — (16.1)%				(13,294,262	)
NET ASSETS — 100.00%			$	82,582,178

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2021.

See notes to financial statements.

28

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
Assets:
Investments, at value (Cost $2,283,908,185, $162,677,967 and $309,976,874)	$	3,158,470,914	(a)	$	234,265,019	(b)	$	479,976,184	(c)
Cash		74,187,213			3,111,493			2,101,499
Receivables:
Interest and dividends		261,550			21,422			21,703
Capital shares issued		1,711,067			192,208			221,755
Investments sold		68,496,436			10,299,129			822,505
From Adviser		104,567			32,547			143,434
Prepaid expenses		58,092			16,129			31,186
Total Assets		3,303,289,839			247,937,947			483,318,266
Liabilities:
Payables:
Collateral received on loaned securities		280,518,714			5,200,083			22,643,008
Investments purchased		125,775,339			8,436,906			1,309,048
Capital shares redeemed		3,900,469			315,279			189,255
Accrued expenses and other payables:
Investment advisory fees		2,201,093			190,532			308,538
Administration fees		146,021			11,713			23,717
Custodian fees		14,659			2,016			4,784
Transfer agent fees		275,197			25,343			101,162
Compliance fees		1,399			120			244
12b-1 fees		88,180			19,565			16,008
Other accrued expenses		137,526			17,837			34,073
Total Liabilities		413,058,597			14,219,394			24,629,837
Net Assets:
Capital		1,768,029,191			102,082,808			217,575,460
Total accumulated earnings/(loss)		1,122,202,051			131,635,745			241,112,969
Net Assets	$	2,890,231,242		$	233,718,553		$	458,688,429
Net Assets:
Class A	$	790,942,711		$	126,788,392		$	95,161,240
Class C		15,385,408			16,089,261			15,585,001
Class R		7,641,141			440,228			632,535
Class R6		720,574,623			1,198,832			22,862,708
Class Y		1,355,687,359			89,201,840			323,804,210
Member Class		—			—			642,735
Total	$	2,890,231,242		$	233,718,553		$	458,688,429
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		8,091,733			3,057,567			2,818,171
Class C		194,712			521,262			549,376
Class R		88,148			13,857			20,902
Class R6		6,933,786			26,721			644,871
Class Y		13,092,306			2,000,344			9,142,055
Member Class		—			—			19,009
Total		28,400,685			5,619,751			13,194,384
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	97.75		$	41.47		$	33.77
Class C (d)		79.02			30.87			28.37
Class R		86.69			31.77			30.26
Class R6		103.92			44.86			35.45
Class Y		103.55			44.59			35.42
Member Class		—			—			33.81
Maximum Sales Charge — Class A		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	$	103.71		$	44.00		$	35.83

(a)  Includes $274,460,222 of securities on loan.

(b)  Includes $5,100,591 of securities on loan.

(c)  Includes $21,939,015 of securities on loan.

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

See notes to financial statements.

29

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
Assets:
Investments, at value (Cost $181,669,201, $272,579,853 and $83,340,299)	$	333,606,039	(a)	$	478,618,212	(b)	$	95,876,440	(c)
Cash		684,219			9,249,972			2,001,594
Receivables:
Interest and dividends		21,609			54,020			5,239
Capital shares issued		366			122,749			1,311
Investments sold		5,158,659			3,560,266			161,727
From Adviser		38,331			—			11,040
Prepaid expenses		2,429			3,857			26,517
Total Assets		339,511,652			491,609,076			98,083,868
Liabilities:
Payables:
Collateral received on loaned securities		9,948,087			35,671,595			15,238,085
Investments purchased		—			7,988,103			45,374
Investments purchased-forward settlements		—			4,543,200			—
Capital shares redeemed		26,230			602,685			133,859
Accrued expenses and other payables:
Investment advisory fees		196,452			353,102			49,942
Administration fees		16,347			22,218			4,179
Custodian fees		2,236			2,734			801
Transfer agent fees		23,885			35,681			9,705
Compliance fees		162			208			39
12b-1 fees		30,753			38,349			8,396
Other accrued expenses		23,056			32,765			11,310
Total Liabilities		10,267,208			49,290,640			15,501,690
Net Assets:
Capital		159,235,027			198,154,756			55,585,759
Total accumulated earnings/(loss)		170,009,417			244,163,680			26,996,419
Net Assets	$	329,244,444		$	442,318,436		$	82,582,178
Net Assets
Class A	$	294,722,887		$	319,254,241		$	73,558,807
Class C		2,294,109			14,068,428			498,215
Class R		490,699			1,322,357			3,244,560
Class Y		31,736,749			107,673,410			4,112,286
Member Class		—			—			1,168,310
Total	$	329,244,444		$	442,318,436		$	82,582,178
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		11,175,001			8,484,872			3,973,654
Class C		110,765			509,000			318,199
Class R		21,102			42,702			247,604
Class Y		1,140,319			2,615,144			213,830
Member Class		—			—			63,044
Total		12,447,187			11,651,718			4,816,331
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	26.37		$	37.63		$	18.51
Class C (d)		20.71			27.64			1.57
Class R		23.25			30.97			13.10
Class Y		27.83			41.17			19.23
Member Class		—			—			18.53
Maximum Sales Charge — Class A		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	$	27.98		$	39.93		$	19.64

(a)  Includes $9,707,512 of securities on loan.

(b)  Includes $34,745,817 of securities on loan.

(c)  Includes $14,707,983 of securities on loan.

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

See notes to financial statements.

30

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
Investment Income:
Dividends	$	1,392,853		$	244,421		$	622,521
Interest		5,155			278			324
Securities lending (net of fees)		458,532			7,919			8,836
Foreign tax withholding		—			—			(5,014	)
Total Income		1,856,540			252,618			626,667
Expenses:
Investment advisory fees		13,962,324			1,175,933			2,347,286
Administration fees		824,675			65,956			155,152
Sub-Administration fees		8,288			8,287			8,288
12b-1 fees — Class A		1,018,030			152,474			114,460
12b-1 fees — Class C		89,265			91,903			80,446
12b-1 fees — Class R		21,030			1,176			1,488
Custodian fees		83,236			5,941			13,821
Transfer agent fees — Class A		532,320			67,232			59,154
Transfer agent fees — Class C		9,981			13,585			6,806
Transfer agent fees — Class R		7,160			1,068			732
Transfer agent fees — Class R6		11,700			104			374
Transfer agent fees — Class Y		689,429			45,054			313,075
Transfer agent fees — Member Class		—			—			320
Trustees' fees		98,030			8,482			20,189
Compliance fees		10,866			871			2,170
Legal and audit fees		88,448			10,478			21,156
State registration and filing fees		51,370			24,082			39,470
Interfund lending fees		—			108			187
Other expenses		115,498			14,378			42,258
Total Expenses		17,621,650			1,687,112			3,226,832
Expenses waived/reimbursed by Adviser		(122,065	)		(90,962	)		(402,127	)
Net Expenses		17,499,585			1,596,150			2,824,705
Net Investment Income (Loss)		(15,643,045	)		(1,343,532	)		(2,198,038	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		209,704,366			26,144,147			80,759,953
Net change in unrealized appreciation/depreciation on investment securities		(184,791,486	)		(5,428,876	)		(43,623,739	)
Net realized/unrealized gains (losses) on investments		24,912,880			20,715,271			37,136,214
Change in net assets resulting from operations	$	9,269,835		$	19,371,739		$	34,938,176

See notes to financial statements.

31

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
Investment Income:
Dividends	$	689,539		$	247,841		$	—
Interest		66			1,595			183
Securities lending (net of fees)		3,510			167,977			30,008
Total Income		693,115			417,413			30,191
Expenses:
Investment advisory fees		1,164,950			2,238,150			310,993
Administration fees		87,087			125,596			23,271
Sub-Administration fees		7,683			8,287			7,185
12b-1 fees — Class A		346,896			403,316			92,293
12b-1 fees — Class C		13,185			70,746			2,711
12b-1 fees — Class R		1,100			3,240			8,246
Custodian fees		7,133			15,234			2,602
Transfer agent fees — Class A		104,842			169,188			33,053
Transfer agent fees — Class C		1,616			7,292			350
Transfer agent fees — Class R		406			1,138			2,728
Transfer agent fees — Class Y		9,907			62,592			2,068
Transfer agent fees — Member Class		—			—			626
Trustees' fees		10,922			15,112			3,496
Compliance fees		1,143			1,642			307
Legal and audit fees		12,548			16,682			7,092
State registration and filing fees		13,796			17,274			34,837
Interfund lending fees		21			28			—
Interest fees		199			—			—
Other expenses		15,513			29,594			11,913
Total Expenses		1,798,947			3,185,111			543,771
Expenses waived/reimbursed by Adviser		(117,801	)		(288	)		(29,335	)
Net Expenses		1,681,146			3,184,823			514,436
Net Investment Income (Loss)		(988,031	)		(2,767,410	)		(484,245	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		18,191,351			41,593,772			8,611,406
Net change in unrealized appreciation/depreciation on investment securities		14,779,857			(24,189,804	)		(6,089,626	)
Net realized/unrealized gains (losses) on investments		32,971,208			17,403,968			2,521,780
Change in net assets resulting from operations	$	31,983,177		$	14,636,558		$	2,037,535

See notes to financial statements.

32

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	(15,643,045	)	$	(23,079,075	)	$	(1,343,532	)	$	(2,301,900	)	$	(2,198,038	)	$	(3,021,997	)
Net realized gains (losses) from investments		209,704,366			162,042,534			26,144,147			43,552,171			80,759,953			51,251,043
Net change in unrealized appreciation/ depreciation on investments		(184,791,486	)		661,220,255			(5,428,876	)		17,335,883			(43,623,739	)		117,050,286
Change in net assets resulting from operations		9,269,835			800,183,714			19,371,739			58,586,154			34,938,176			165,279,332
Distributions to Shareholders:
Class A		—			(68,841,797	)		—			(17,578,995	)		(3,857,886	)		(3,686,081	)
Class C		—			(2,041,419	)		—			(4,596,824	)		(785,424	)		(808,992	)
Class R		—			(815,880	)		—			(91,912	)		(28,225	)		(25,936	)
Class R6		—			(54,388,578	)		—			(97,926	)		(1,099,157	)		(1,071,652	)
Class Y		—			(112,328,839	)		—			(13,684,054	)		(18,801,227	)		(18,217,120	)
Member Class (a)		—			—			—			—			(17,517	)		(3,963	)
Change in net assets resulting from distributions to shareholders		—			(238,416,513	)		—			(36,049,711	)		(24,589,436	)		(23,813,744	)
Change in net assets resulting from capital transactions		(56,323,502	)		88,379,490			(19,557,049	)		(8,797,091	)		(156,964,943	)		(56,148,955	)
Change in net assets		(47,053,667	)		650,146,691			(185,310	)		13,739,352			(146,616,203	)		85,316,633
Net Assets:
Beginning of period		2,937,284,909			2,287,138,218			233,903,863			220,164,511			605,304,632			519,987,999
End of period	$	2,890,231,242		$	2,937,284,909		$	233,718,553		$	233,903,863		$	458,688,429		$	605,304,632

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

  (continues on next page)

See notes to financial statements.

33

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	64,083,052		$	77,354,531		$	9,264,823		$	9,681,283		$	3,821,161		$	5,412,915
Distributions reinvested		—			66,397,165			—			16,848,625			3,583,795			3,428,512
Cost of shares redeemed		(95,331,596	)		(169,500,751	)		(7,490,815	)		(20,693,842	)		(7,406,827	)		(20,027,246	)
Total Class A	$	(31,248,544	)	$	(25,749,055	)	$	1,774,008		$	5,836,066		$	(1,871	)	$	(11,185,819	)
Class C
Proceeds from shares issued	$	1,610,399		$	3,029,369		$	169,206		$	376,083		$	114,561		$	424,825
Distributions reinvested		—			1,949,346			—			4,562,487			761,156			777,691
Cost of shares redeemed		(6,576,168	)		(6,820,282	)		(9,459,256	)		(9,757,197	)		(2,778,390	)		(7,717,057	)
Total Class C	$	(4,965,769	)	$	(1,841,567	)	$	(9,290,050	)	$	(4,818,627	)	$	(1,902,673	)	$	(6,514,541	)
Class R
Proceeds from shares issued	$	1,910,482		$	2,753,580		$	27,579		$	176,233		$	28,661		$	172,986
Distributions reinvested		—			815,880			—			71,719			28,225			25,936
Cost of shares redeemed		(2,757,333	)		(4,331,623	)		(134,196	)		(403,650	)		(30,898	)		(691,488	)
Total Class R	$	(846,851	)	$	(762,163	)	$	(106,617	)	$	(155,698	)	$	25,988		$	(492,566	)
Class R6
Proceeds from shares issued	$	124,664,766		$	212,153,078		$	527,109		$	313,429		$	2,644,902		$	8,791,051
Distributions reinvested		—			38,383,633			—			77,795			370,607			341,886
Cost of shares redeemed		(83,774,948	)		(146,162,351	)		(141,740	)		(20,684	)		(8,411,605	)		(8,265,488	)
Total Class R6	$	40,889,818		$	104,374,360		$	385,369		$	370,540		$	(5,396,096	)	$	867,449
Class Y
Proceeds from shares issued	$	193,047,399		$	320,717,460		$	4,533,387		$	19,406,953		$	21,176,421		$	81,010,960
Distributions reinvested		—			101,937,080			—			12,776,316			18,321,056			17,755,174
Cost of shares redeemed		(253,199,555	)		(410,296,625	)		(16,853,146	)		(42,212,641	)		(189,701,641	)		(137,693,578	)
Total Class Y	$	(60,152,156	)	$	12,357,915		$	(12,319,759	)	$	(10,029,372	)	$	(150,204,164	)	$	(38,927,444	)
Member Class (a)
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	764,813		$	100,003
Distributions reinvested		—			—			—			—			17,517			3,963
Cost of shares redeemed		—			—			—			—			(268,457	)		—
Total Member Class	$	—		$	—		$	—		$	—		$	513,873		$	103,966
Change in net assets resulting from capital transactions	$	(56,323,502	)	$	88,379,490		$	(19,557,049	)	$	(8,797,091	)	$	(156,964,943	)	$	(56,148,955	)

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

34

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund							Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)				Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		643,983			954,550			233,386				266,397			114,111			195,313
Reinvested		—			691,709			—				454,141			105,561			106,113
Redeemed		(966,933	)		(2,137,356	)		(187,128	)			(587,787	)		(222,424	)		(723,305	)
Total Class A		(322,950	)		(491,097	)		46,258				132,751			(2,752	)		(421,879	)
Class C
Issued		20,090			48,086			5,743				14,337			4,059			19,661
Reinvested		—			25,020			—				164,533			26,642			28,311
Redeemed		(82,388	)		(104,879	)		(319,464	)			(351,862	)		(99,050	)		(348,027	)
Total Class C		(62,298	)		(31,773	)		(313,721	)			(172,992	)		(68,349	)		(300,055	)
Class R
Issued		21,471			35,926			900				6,241			947			8,775
Reinvested		—			9,567			—				2,516			927			889
Redeemed		(31,663	)		(62,256	)		(4,231	)			(13,699	)		(972	)		(29,410	)
Total Class R		(10,192	)		(16,763	)		(3,331	)			(4,942	)		902			(19,746	)
Class R6
Issued		1,195,775			2,557,025			12,804				7,416			76,302			336,247
Reinvested		—			376,827			—				1,942			10,402			10,112
Redeemed		(809,316	)		(1,820,549	)		(3,307	)			(532	)		(248,657	)		(302,470	)
Total Class R6		386,459			1,113,303			9,497				8,826			(161,953	)		43,889
Class Y
Issued		1,843,750			3,896,904			105,168		��		488,847			610,304			3,062,234
Reinvested		—			1,003,911			—				320,691			514,636			525,612
Redeemed		(2,440,635	)		(5,171,416	)		(392,612	)			(1,170,335	)		(5,500,028	)		(4,935,082	)
Total Class Y		(596,885	)		(270,601	)		(287,444	)			(360,797	)		(4,375,088	)		(1,347,236	)
Member Class (a)
Issued		—			—			—				—			23,403			3,179
Reinvested		—			—			—				—			515			123
Redeemed		—			—			—				—			(8,211	)		—
Total Member Class		—			—			—				—			15,707			3,302
Change in Shares		(605,866	)		303,069			(548,741	)			(397,154	)		(4,591,533	)		(2,041,725	)

(a) Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

35

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	(988,031	)	$	(937,740	)	$	(2,767,410	)	$	(3,936,287	)	$	(484,245	)	$	(782,920	)
Net realized gains (losses) from investments		18,191,351			24,256,089			41,593,772			28,360,305			8,611,406			16,158,866
Net change in unrealized appreciation/ depreciation on investments		14,779,857			59,111,905			(24,189,804	)		150,652,970			(6,089,626	)		7,993,132
Change in net assets resulting from operations		31,983,177			82,430,254			14,636,558			175,076,988			2,037,535			23,369,078
Distributions to Shareholders:
Class A		—			(23,219,855	)		—			(18,144,054	)		—			(14,114,946	)
Class C		—			(395,459	)		—			(1,381,276	)		—			(349,747	)
Class R		—			(39,454	)		—			(84,683	)		—			(788,226	)
Class Y		—			(2,406,716	)		—			(5,656,725	)		—			(770,522	)
Member Class (a)		—			—			—			—			—			(19,278	)
Change in net assets resulting from distributions to shareholders		—			(26,061,484	)		—			(25,266,738	)		—			(16,042,719	)
Change in net assets resulting from capital transactions		(11,152,409	)		(7,609,479	)		(21,868,683	)		7,415,321			(4,573,494	)		7,918,374
Change in net assets		20,830,768			48,759,291			(7,232,125	)		157,225,571			(2,535,959	)		15,244,733
Net Assets:
Beginning of period		308,413,676			259,654,385			449,550,561			292,324,990			85,118,137			69,873,404
End of period	$	329,244,444		$	308,413,676		$	442,318,436		$	449,550,561		$	82,582,178		$	85,118,137

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

36

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	4,646,482		$	6,628,865		$	26,847,878		$	50,371,770		$	3,510,283		$	3,788,883
Distributions reinvested		—			22,517,933			—			17,377,233			—			13,882,892
Cost of shares redeemed		(12,784,828	)		(28,523,565	)		(38,563,792	)		(52,685,540	)		(8,435,351	)		(11,228,707	)
Total Class A	$	(8,138,346	)	$	623,233		$	(11,715,914	)	$	15,063,463		$	(4,925,068	)	$	6,443,068
Class C
Proceeds from shares issued	$	23,723		$	364,542		$	1,492,191		$	2,622,340		$	257,897		$	86,888
Distributions reinvested		—			391,789			—			1,369,319			—			349,747
Cost of shares redeemed		(1,720,057	)		(1,944,758	)		(6,347,546	)		(5,505,843	)		(282,480	)		(175,402	)
Total Class C	$	(1,696,334	)	$	(1,188,427	)	$	(4,855,355	)	$	(1,514,184	)	$	(24,583	)	$	261,233
Class R
Proceeds from shares issued	$	26,165		$	42,253		$	213,777		$	481,852		$	76,366		$	296,464
Distributions reinvested		—			39,454			—			84,683			—			788,226
Cost of shares redeemed		(467	)		(162,227	)		(200,404	)		(378,781	)		(220,044	)		(812,095	)
Total Class R	$	25,698		$	(80,520	)	$	13,373		$	187,754		$	(143,678	)	$	272,595
Class Y
Proceeds from shares issued	$	2,819,931		$	2,195,308		$	16,666,171		$	29,550,096		$	331,922		$	537,133
Distributions reinvested		—			2,295,343			—			5,344,192			—			768,918
Cost of shares redeemed		(4,163,358	)		(11,454,416	)		(21,976,958	)		(41,216,000	)		(763,341	)		(589,970	)
Total Class Y	$	(1,343,427	)	$	(6,963,765	)	$	(5,310,787	)	$	(6,321,712	)	$	(431,419	)	$	716,081
Member Class (a)
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	2,301,161		$	241,917
Distributions reinvested		—			—			—			—			—			19,278
Cost of shares redeemed		—			—			—			—			(1,349,907	)		(35,798	)
Total Member Class	$	—		$	—		$	—		$	—		$	951,254		$	225,397
Change in net assets resulting from capital transactions	$	(11,152,409	)	$	(7,609,479	)	$	(21,868,683	)	$	7,415,321		$	(4,573,494	)	$	7,918,374

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

37

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		187,590			304,224			718,697			1,824,265			194,405			210,814
Reinvested		—			961,073			—			489,775			—			792,855
Redeemed		(519,851	)		(1,386,023	)		(1,053,647	)		(2,033,344	)		(472,667	)		(691,975	)
Total Class A		(332,261	)		(120,726	)		(334,950	)		280,696			(278,262	)		311,694
Class C
Issued		1,201			21,225			54,429			134,359			157,684			27,881
Reinvested		—			21,201			—			52,324			—			234,729
Redeemed		(88,862	)		(115,239	)		(231,792	)		(293,019	)		(175,502	)		(42,161	)
Total Class C		(87,661	)		(72,813	)		(177,363	)		(106,336	)		(17,818	)		220,449
Class R
Issued		1,203			2,271			6,877			21,258			5,893			25,117
Reinvested		—			1,903			—			2,892			—			63,413
Redeemed		(21	)		(9,571	)		(6,640	)		(16,429	)		(18,297	)		(61,871	)
Total Class R		1,182			(5,397	)		237			7,721			(12,404	)		26,659
Class Y
Issued		112,312			101,213			407,979			1,024,327			18,033			33,437
Reinvested		—			92,966			—			137,808			—			42,295
Redeemed		(160,861	)		(570,117	)		(543,248	)		(1,487,210	)		(42,001	)		(36,200	)
Total Class Y		(48,549	)		(375,938	)		(135,269	)		(325,075	)		(23,968	)		39,532
Member Class (a)
Issued		—			—			—			—			125,652			12,775
Reinvested		—			—			—			—			—			1,100
Redeemed		—			—			—			—			(74,719	)		(1,764	)
Total Member Class		—			—			—			—			50,933			12,111
Change in Shares		(467,289	)		(574,874	)		(647,345	)		(142,994	)		(281,519	)		610,445

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

38

This page is intentionally left blank.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income		Net Realized Gains from Investments
Victory RS Small Cap Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	97.45		(0.62	)		0.92			0.30			—		—
Year Ended:
December 31, 2020	$	77.19		(0.97	)		30.04			29.07			—		(8.81	)
December 31, 2019	$	61.11		(0.80	)		23.84			23.04			—		(6.96	)
December 31, 2018	$	80.96		(0.83	)		(6.54	)		(7.37	)		—		(12.48	)
December 31, 2017	$	65.31		(0.75	)		24.13			23.38			—		(7.73	)
December 31, 2016	$	64.73		(0.55	)		1.13			0.58			—		—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	79.07		(0.81	)		0.76			(0.05	)		—		—
Year Ended:
December 31, 2020	$	64.34		(1.30	)		24.84			23.54			—		(8.81	)
December 31, 2019	$	52.19		(1.17	)		20.28			19.11			—		(6.96	)
December 31, 2018	$	71.70		(1.31	)		(5.72	)		(7.03	)		—		(12.48	)
December 31, 2017	$	58.97		(1.18	)		21.64			20.46			—		(7.73	)
December 31, 2016	$	58.90		(0.90	)		0.97			0.07			—		—
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	86.56		(0.70	)		0.83			0.13			—		—
Year Ended:
December 31, 2020	$	69.61		(1.20	)		26.96			25.76			—		(8.81	)
December 31, 2019	$	55.87		(1.05	)		21.75			20.70			—		(6.96	)
December 31, 2018	$	75.55		(1.15	)		(6.05	)		(7.20	)		—		(12.48	)
December 31, 2017	$	61.63		(1.04	)		22.69			21.65			—		(7.73	)
December 31, 2016	$	61.27		(0.68	)		1.04			0.36			—		—
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	103.42		(0.47	)		0.97			0.50			—		—
Year Ended:
December 31, 2020	$	81.24		(0.73	)		31.72			30.99			—		(8.81	)
December 31, 2019	$	63.83		(0.58	)		24.95			24.37			—		(6.96	)
December 31, 2018	$	83.67		(0.58	)		(6.78	)		(7.36	)		—		(12.48	)
July 12, 2017(e) through December 31, 2017	$	79.23		(0.41	)		12.58			12.17			—		(7.73	)

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

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

(c)  Annualized for periods less than one year.

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

(e)  Commencement of operations.

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Small Cap Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	97.75		0.27	%		1.40	%		(1.27	)%		1.42	%	$	790,943		48	%
Year Ended:
December 31, 2020		(8.81	)	$	97.45		37.84	%		1.40	%		(1.20	)%		1.43	%	$	820,006		72	%
December 31, 2019		(6.96	)	$	77.19		37.91	%		1.40	%		(1.06	)%		1.44	%	$	687,425		100	%
December 31, 2018		(12.48	)	$	61.11		(8.97	)%		1.40	%		(0.94	)%		1.45	%	$	499,350		86	%
December 31, 2017		(7.73	)	$	80.96		36.86	%		1.40	%		(1.00	)%		1.44	%	$	575,227		107	%
December 31, 2016		—		$	65.31		0.90	%		1.40	%		(0.92	)%		1.45	%	$	481,125		91	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	79.02		(0.10	)%		2.16	%		(2.04	)%		2.17	%	$	15,385		48	%
Year Ended:
December 31, 2020		(8.81	)	$	79.07		36.78	%		2.16	%		(1.96	)%		2.26	%	$	20,323		72	%
December 31, 2019		(6.96	)	$	64.34		36.88	%		2.16	%		(1.82	)%		2.27	%	$	18,581		100	%
December 31, 2018		(12.48	)	$	52.19		(9.66	)%		2.16	%		(1.71	)%		2.26	%	$	13,602		86	%
December 31, 2017		(7.73	)	$	71.70		35.84	%		2.16	%		(1.75	)%		2.23	%	$	13,633		107	%
December 31, 2016		—		$	58.97		0.12	%		2.16	%		(1.67	)%		2.22	%	$	13,035		91	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	86.69		0.10	%		1.73	%		(1.61	)%		1.73	%	$	7,641		48	%
Year Ended:
December 31, 2020		(8.81	)	$	86.56		37.20	%		1.86	%		(1.66	)%		1.97	%	$	8,513		72	%
December 31, 2019		(6.96	)	$	69.61		37.28	%		1.86	%		(1.52	)%		1.93	%	$	8,012		100	%
December 31, 2018		(12.48	)	$	55.87		(9.39	)%		1.86	%		(1.40	)%		1.87	%	$	7,285		86	%
December 31, 2017		(7.73	)	$	75.55		36.24	%		1.86	%		(1.46	)%		1.94	%	$	7,698		107	%
December 31, 2016		—		$	61.63		0.59	%		1.70	%		(1.20	)%		1.70	%	$	5,371		91	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)		—		$	103.92		0.44	%		1.04	%		(0.91	)%		1.04	%	$	720,575		48	%
Year Ended:
December 31, 2020		(8.81	)	$	103.42		38.32	%		1.06	%		(0.86	)%		1.06	%	$	677,128		72	%
December 31, 2019		(6.96	)	$	81.24		38.38	%		1.06	%		(0.72	)%		1.06	%	$	441,471		100	%
December 31, 2018		(12.48	)	$	63.83		(8.66	)%		1.06	%		(0.64	)%		1.10	%	$	113,288		86	%
July 12, 2017(e) through December 31, 2017		(7.73	)	$	83.67		16.23	%		1.06	%		(1.03	)%		1.41	%	$	25,551		107	%

(continues on next page)

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Small Cap Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	103.10		(0.52	)		0.97			0.45			—			—
Year Ended:
December 31, 2020	$	81.06		(0.79	)		31.64			30.85			—			(8.81	)
December 31, 2019	$	63.75		(0.62	)		24.89			24.27			—			(6.96	)
December 31, 2018	$	83.64		(0.61	)		(6.80	)		(7.41	)		—			(12.48	)
December 31, 2017	$	67.08		(0.53	)		24.82			24.29			—			(7.73	)
December 31, 2016	$	66.32		(0.39	)		1.16			0.77			(0.01	)		—

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

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

(c)  Annualized for periods less than one year.

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

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Small Cap Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	103.55		0.40	%		1.13	%		(1.00	)%		1.14	%	$	1,355,687		48	%
Year Ended:
December 31, 2020		(8.81	)	$	103.10		38.21	%		1.13	%		(0.93	)%		1.15	%	$	1,411,316		72	%
December 31, 2019		(6.96	)	$	81.06		38.29	%		1.13	%		(0.79	)%		1.15	%	$	1,131,648		100	%
December 31, 2018		(12.48	)	$	63.75		(8.72	)%		1.13	%		(0.67	)%		1.15	%	$	967,112		86	%
December 31, 2017		(7.73	)	$	83.64		37.23	%		1.13	%		(0.68	)%		1.17	%	$	1,081,427		107	%
December 31, 2016		(0.01	)	$	67.08		1.16	%		1.13	%		(0.64	)%		1.21	%	$	1,379,669		91	%

See notes to financial statements.

43

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Select Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	38.19		(0.23	)		3.51			3.28			—			—		$	41.47		8.59	%
Year Ended:
December 31, 2020	$	33.81		(0.40	)		11.43			11.03			(6.65	)		(6.65	)	$	38.19		33.22	%
December 31, 2019	$	28.96		(0.37	)		9.68			9.31			(4.46	)		(4.46	)	$	33.81		32.29	%
December 31, 2018	$	46.03		(0.42	)		(3.12	)		(3.54	)		(13.53	)		(13.53	)	$	28.96		(7.23	)%
December 31, 2017	$	45.04		(0.43	)		8.16			7.73			(6.74	)		(6.74	)	$	46.03		17.10	%
December 31, 2016	$	43.54		(0.32	)		3.30			2.98			(1.48	)		(1.48	)	$	45.04		6.85	%
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	28.54		(0.29	)		2.62			2.33			—			—		$	30.87		8.16	%
Year Ended:
December 31, 2020	$	26.77		(0.53	)		8.95			8.42			(6.65	)		(6.65	)	$	28.54		32.20	%
December 31, 2019	$	23.82		(0.53	)		7.94			7.41			(4.46	)		(4.46	)	$	26.77		31.28	%
December 31, 2018	$	40.80		(0.70	)		(2.75	)		(3.45	)		(13.53	)		(13.53	)	$	23.82		(7.98	)%
December 31, 2017	$	40.89		(0.73	)		7.38			6.65			(6.74	)		(6.74	)	$	40.80		16.19	%
December 31, 2016	$	39.97		(0.60	)		3.00			2.40			(1.48	)		(1.48	)	$	40.89		6.04	%
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	29.34		(0.26	)		2.69			2.43			—			—		$	31.77		8.28	%
Year Ended:
December 31, 2020	$	27.30		(0.46	)		9.15			8.69			(6.65	)		(6.65	)	$	29.34		32.57	%
December 31, 2019	$	24.16		(0.45	)		8.05			7.60			(4.46	)		(4.46	)	$	27.30		31.63	%
December 31, 2018	$	41.06		(0.59	)		(2.78	)		(3.37	)		(13.53	)		(13.53	)	$	24.16		(7.70	)%
December 31, 2017	$	41.00		(0.61	)		7.41			6.80			(6.74	)		(6.74	)	$	41.06		16.51	%
December 31, 2016	$	39.93		(0.46	)		3.01			2.55			(1.48	)		(1.48	)	$	41.00		6.39	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	41.25		(0.18	)		3.79			3.61			—			—		$	44.86		8.75	%
Year Ended:
December 31, 2020	$	35.99		(0.31	)		12.22			11.91			(6.65	)		(6.65	)	$	41.25		33.65	%
December 31, 2019	$	30.50		(0.27	)		10.22			9.95			(4.46	)		(4.46	)	$	35.99		32.76	%
December 31, 2018	$	47.53		(0.29	)		(3.21	)		(3.50	)		(13.53	)		(13.53	)	$	30.50		(6.92	)%
December 31, 2017	$	46.16		(0.28	)		8.39			8.11			(6.74	)		(6.74	)	$	47.53		17.48	%
November 15, 2016(e) through December 31, 2016	$	46.65		(0.03	)		1.02			0.99			(1.48	)		(1.48	)	$	46.16		2.15	%

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

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

(c)  Annualized for periods less than one year.

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

(e)  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 Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Select Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.40	%		(1.18	)%		1.47	%	$	126,788		42	%
Year Ended:
December 31, 2020		1.40	%		(1.14	)%		1.49	%	$	115,014		73	%
December 31, 2019		1.40	%		(1.06	)%		1.52	%	$	97,337		74	%
December 31, 2018		1.40	%		(0.86	)%		1.50	%	$	94,393		79	%
December 31, 2017		1.40	%		(0.88	)%		1.49	%	$	147,531		69	%
December 31, 2016		1.40	%		(0.74	)%		1.47	%	$	170,825		89	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		2.18	%		(1.97	)%		2.27	%	$	16,089		42	%
Year Ended:
December 31, 2020		2.18	%		(1.92	)%		2.29	%	$	23,831		73	%
December 31, 2019		2.18	%		(1.84	)%		2.30	%	$	26,988		74	%
December 31, 2018		2.18	%		(1.64	)%		2.25	%	$	31,754		79	%
December 31, 2017		2.18	%		(1.66	)%		2.24	%	$	51,208		69	%
December 31, 2016		2.18	%		(1.52	)%		2.23	%	$	63,841		89	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.91	%		(1.70	)%		2.67	%	$	440		42	%
Year Ended:
December 31, 2020		1.91	%		(1.64	)%		5.35	%	$	504		73	%
December 31, 2019		1.91	%		(1.57	)%		4.35	%	$	604		74	%
December 31, 2018		1.91	%		(1.38	)%		3.60	%	$	701		79	%
December 31, 2017		1.91	%		(1.39	)%		2.90	%	$	1,014		69	%
December 31, 2016		1.82	%		(1.17	)%		1.82	%	$	1,440		89	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)		1.06	%		(0.85	)%		1.95	%	$	1,199		42	%
Year Ended:
December 31, 2020		1.06	%		(0.80	)%		4.52	%	$	710		73	%
December 31, 2019		1.06	%		(0.72	)%		5.46	%	$	302		74	%
December 31, 2018		1.06	%		(0.59	)%		6.33	%	$	239		79	%
December 31, 2017		1.06	%		(0.55	)%		27.47	%	$	151		69	%
November 15, 2016(e) through December 31, 2016		1.06	%		(0.43	)%		26.37	%	$	51		89	%

(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)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)
Victory RS Select Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	41.02		(0.20	)		3.77			3.57			—			—		$	44.59		8.70	%
Year Ended:
December 31, 2020	$	35.84		(0.33	)		12.16			11.83			(6.65	)		(6.65	)	$	41.02		33.57	%
December 31, 2019	$	30.41		(0.29	)		10.18			9.89			(4.46	)		(4.46	)	$	35.84		32.66	%
December 31, 2018	$	47.47		(0.30	)		(3.23	)		(3.53	)		(13.53	)		(13.53	)	$	30.41		(7.02	)%
December 31, 2017	$	46.15		(0.31	)		8.37			8.06			(6.74	)		(6.74	)	$	47.47		17.40	%
December 31, 2016	$	44.47		(0.21	)		3.37			3.16			(1.48	)		(1.48	)	$	46.15		7.13	%

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

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

(c)  Annualized for periods less than one year.

(d)  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.

46

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Select Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		1.14	%		(0.93	)%		1.21	%	$	89,202		42	%
Year Ended:
December 31, 2020		1.14	%		(0.88	)%		1.24	%	$	93,844		73	%
December 31, 2019		1.14	%		(0.80	)%		1.23	%	$	94,933		74	%
December 31, 2018		1.14	%		(0.59	)%		1.21	%	$	120,696		79	%
December 31, 2017		1.14	%		(0.62	)%		1.20	%	$	244,689		69	%
December 31, 2016		1.14	%		(0.49	)%		1.20	%	$	287,970		89	%

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)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	32.99		(0.16	)		2.36			2.20			(1.42	)		—
Year Ended:
December 31, 2020	$	25.56		(0.20	)		8.98			8.78			(1.35	)		—
December 31, 2019	$	19.96		(0.17	)		5.77			5.60			—			—
December 31, 2018	$	25.77		(0.14	)		(1.79	)		(1.93	)		(3.00	)		(0.88	)
December 31, 2017	$	21.32		(0.10	)		4.55			4.45			—			—
December 31, 2016	$	20.29		(0.07	)		1.10			1.03			—			—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	28.05		(0.25	)		1.99			1.74			(1.42	)		—
Year Ended:
December 31, 2020	$	22.08		(0.38	)		7.70			7.32			(1.35	)		—
December 31, 2019	$	17.40		(0.34	)		5.02			4.68			—			—
December 31, 2018	$	23.22		(0.35	)		(1.59	)		(1.94	)		(3.65	)		(0.23	)
December 31, 2017	$	19.38		(0.28	)		4.12			3.84			—			—
December 31, 2016	$	18.61		(0.23	)		1.00			0.77			—			—
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	29.79		(0.23	)		2.12			1.89			(1.42	)		—
Year Ended:
December 31, 2020	$	23.32		(0.33	)		8.15			7.82			(1.35	)		—
December 31, 2019	$	18.31		(0.28	)		5.29			5.01			—			—
December 31, 2018	$	24.14		(0.29	)		(1.66	)		(1.95	)		(3.86	)		(0.02	)
December 31, 2017	$	20.09		(0.23	)		4.28			4.05			—			—
December 31, 2016	$	19.22		(0.16	)		1.03			0.87			—			—

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

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

(c)  Annualized for periods less than one year.

(d)  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.

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	33.77		6.64	%		1.20	%		(0.98	)%		1.35	%	$	95,161		41	%
Year Ended:
December 31, 2020		(1.35	)	$	32.99		34.47	%		1.20	%		(0.75	)%		1.35	%	$	93,072		92	%
December 31, 2019		—		$	25.56		28.06	%		1.20	%		(0.67	)%		1.35	%	$	82,888		86	%
December 31, 2018		(3.88	)	$	19.96		(7.37	)%		1.20	%		(0.53	)%		1.34	%	$	75,451		126	%
December 31, 2017		—		$	25.77		20.87	%		1.20	%		(0.44	)%		1.29	%	$	108,271		86	%
December 31, 2016		—		$	21.32		5.08	%		1.20	%		(0.35	)%		1.27	%	$	231,056		138	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	28.37		6.16	%		2.06	%		(1.83	)%		2.06	%	$	15,585		41	%
Year Ended:
December 31, 2020		(1.35	)	$	28.05		33.30	%		2.11	%		(1.65	)%		2.14	%	$	17,325		92	%
December 31, 2019		—		$	22.08		26.90	%		2.11	%		(1.58	)%		2.12	%	$	20,266		86	%
December 31, 2018		(3.88	)	$	17.40		(8.23	)%		2.11	%		(1.44	)%		2.12	%	$	18,072		126	%
December 31, 2017		—		$	23.22		19.81	%		2.10	%		(1.33	)%		2.10	%	$	23,264		86	%
December 31, 2016		—		$	19.38		4.14	%		2.11	%		(1.25	)%		2.11	%	$	24,618		138	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	30.26		6.30	%		1.80	%		(1.58	)%		2.32	%	$	633		41	%
Year Ended:
December 31, 2020		(1.35	)	$	29.79		33.67	%		1.80	%		(1.34	)%		4.13	%	$	596		92	%
December 31, 2019		—		$	23.32		27.36	%		1.80	%		(1.26	)%		3.41	%	$	927		86	%
December 31, 2018		(3.88	)	$	18.31		(7.99	)%		1.80	%		(1.13	)%		2.68	%	$	1,144		126	%
December 31, 2017		—		$	24.14		20.21	%		1.80	%		(1.03	)%		2.43	%	$	1,685		86	%
December 31, 2016		—		$	20.09		4.53	%		1.69	%		(0.84	)%		1.69	%	$	1,486		138	%

(continues on next page)

See notes to financial statements.

49

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital
Victory RS Mid Cap Growth Fund
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	34.53		(0.13	)		2.47			2.34			(1.42	)		—
Year Ended:
December 31, 2020	$	26.63		(0.14	)		9.39			9.25			(1.35	)		—
December 31, 2019	$	20.74		(0.11	)		6.00			5.89			—			—
December 31, 2018	$	26.55		(0.07	)		(1.86	)		(1.93	)		(3.84	)		(0.04	)
December 31, 2017	$	21.90		(0.04	)		4.69			4.65			—			—
November 15, 2016(e) through December 31, 2016	$	21.30		—	(f)		0.60			0.60			—			—
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	34.50		(0.12	)		2.46			2.34			(1.42	)		—
Year Ended:
December 31, 2020	$	26.61		(0.14	)		9.38			9.24			(1.35	)		—
December 31, 2019	$	20.73		(0.11	)		5.99			5.88			—			—
December 31, 2018	$	26.54		(0.08	)		(1.85	)		(1.93	)		(1.17	)		(2.71	)
December 31, 2017	$	21.90		(0.04	)		4.68			4.64			—			—
December 31, 2016	$	20.79		(0.02	)		1.13			1.11			—			—
Member Class
Six Months Ended June 30, 2021 (Unaudited)	$	33.00		(0.14	)		2.37			2.23			(1.42	)		—
November 3, 2020(e) through December 31, 2020	$	29.16		(0.04	)		5.23			5.19			(1.35	)		—

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

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

(c)  Annualized for periods less than one year.

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

(e)  Commencement of operations.

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

See notes to financial statements.

50

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Mid Cap Growth Fund
Class R6
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	35.45		6.75	%		0.94	%		(0.73	)%		0.98	%	$	22,863		41	%
Year Ended:
December 31, 2020		(1.35	)	$	34.53		34.86	%		0.94	%		(0.49	)%		1.01	%	$	27,861		92	%
December 31, 2019		—		$	26.63		28.40	%		0.94	%		(0.44	)%		1.05	%	$	20,321		86	%
December 31, 2018		(3.88	)	$	20.74		(7.15	)%		0.94	%		(0.26	)%		1.32	%	$	3,793		126	%
December 31, 2017		—		$	26.55		21.23	%		0.94	%		(0.17	)%		2.26	%	$	2,132		86	%
November 15, 2016(e) through December 31, 2016		—		$	21.90		2.82	%		0.94	%		(0.02	)%		25.90	%	$	60		138	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	35.42		6.75	%		0.95	%		(0.72	)%		1.10	%	$	323,804		41	%
Year Ended:
December 31, 2020		(1.35	)	$	34.50		34.84	%		0.95	%		(0.50	)%		1.10	%	$	466,342		92	%
December 31, 2019		—		$	26.61		28.36	%		0.95	%		(0.43	)%		1.10	%	$	395,586		86	%
December 31, 2018		(3.88	)	$	20.73		(7.15	)%		0.95	%		(0.27	)%		1.05	%	$	243,009		126	%
December 31, 2017		—		$	26.54		21.19	%		0.95	%		(0.18	)%		1.06	%	$	310,050		86	%
December 31, 2016		—		$	21.90		5.34	%		0.95	%		(0.10	)%		1.05	%	$	168,936		138	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)		(1.42	)	$	33.81		6.69	%		1.05	%		(0.84	)%		5.44	%	$	643		41	%
November 3, 2020(e) through December 31, 2020		(1.35	)	$	33.00		17.94	%		1.05	%		(0.71	)%		31.23	%	$	109		92	%

See notes to financial statements.

51

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	23.84		(0.08	)		2.61			2.53			—			—		$	26.37		10.61	%
Year Ended:
December 31, 2020	$	19.22		(0.08	)		6.89			6.81			(2.19	)		(2.19	)	$	23.84		35.64	%
December 31, 2019	$	16.40		(0.03	)		4.90			4.87			(2.05	)		(2.05	)	$	19.22		29.83	%
December 31, 2018	$	20.60		(0.06	)		(1.36	)		(1.42	)		(2.78	)		(2.78	)	$	16.40		(6.81	)%
December 31, 2017	$	16.44		(0.02	)		5.24			5.22			(1.06	)		(1.06	)	$	20.60		31.75	%
December 31, 2016	$	17.49		(0.02	)		0.36			0.34			(1.39	)		(1.39	)	$	16.44		1.86	%
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	18.80		(0.14	)		2.05			1.91			—			—		$	20.71		10.16	%
Year Ended:
December 31, 2020	$	15.63		(0.20	)		5.56			5.36			(2.19	)		(2.19	)	$	18.80		34.55	%
December 31, 2019	$	13.75		(0.16	)		4.09			3.93			(2.05	)		(2.05	)	$	15.63		28.74	%
December 31, 2018	$	17.90		(0.21	)		(1.16	)		(1.37	)		(2.78	)		(2.78	)	$	13.75		(7.56	)%
December 31, 2017	$	14.51		(0.15	)		4.60			4.45			(1.06	)		(1.06	)	$	17.90		30.57	%
December 31, 2016	$	15.73		(0.14	)		0.31			0.17			(1.39	)		(1.39	)	$	14.51		1.05	%
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	21.09		(0.14	)		2.30			2.16			—			—		$	23.25		10.24	%
Year Ended:
December 31, 2020	$	17.29		(0.19	)		6.18			5.99			(2.19	)		(2.19	)	$	21.09		34.87	%
December 31, 2019	$	15.00		(0.14	)		4.48			4.34			(2.05	)		(2.05	)	$	17.29		29.08	%
December 31, 2018	$	19.22		(0.18	)		(1.26	)		(1.44	)		(2.78	)		(2.78	)	$	15.00		(7.41	)%
December 31, 2017	$	15.49		(0.13	)		4.92			4.79			(1.06	)		(1.06	)	$	19.22		30.92	%
December 31, 2016	$	16.65		(0.11	)		0.34			0.23			(1.39	)		(1.39	)	$	15.49		1.29	%

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

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

(c)  Annualized for periods less than one year.

(d)  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.

52

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Growth Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.10	%		(0.65	)%		1.17	%	$	294,723		28	%
Year Ended:
December 31, 2020		1.10	%		(0.37	)%		1.19	%	$	274,388		73	%
December 31, 2019		1.10	%		(0.16	)%		1.19	%	$	223,503		95	%
December 31, 2018		1.10	%		(0.28	)%		1.19	%	$	188,220		87	%
December 31, 2017		1.10	%		(0.09	)%		1.20	%	$	218,238		74	%
December 31, 2016		1.10	%		(0.09	)%		1.20	%	$	189,921		123	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		1.93	%		(1.50	)%		2.08	%	$	2,294		28	%
Year Ended:
December 31, 2020		1.93	%		(1.20	)%		2.43	%	$	3,731		73	%
December 31, 2019		1.93	%		(0.99	)%		2.33	%	$	4,240		95	%
December 31, 2018		1.93	%		(1.10	)%		2.20	%	$	4,409		87	%
December 31, 2017		1.93	%		(0.92	)%		2.10	%	$	6,974		74	%
December 31, 2016		1.93	%		(0.93	)%		2.06	%	$	8,487		123	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.71	%		(1.26	)%		2.15	%	$	491		28	%
Year Ended:
December 31, 2020		1.71	%		(0.98	)%		6.08	%	$	420		73	%
December 31, 2019		1.71	%		(0.77	)%		5.41	%	$	438		95	%
December 31, 2018		1.71	%		(0.88	)%		3.49	%	$	516		87	%
December 31, 2017		1.71	%		(0.70	)%		2.72	%	$	830		74	%
December 31, 2016		1.71	%		(0.69	)%		1.77	%	$	1,054		123	%

(continues on next page)

See notes to financial statements.

53

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)
Victory RS Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	25.13		(0.05	)		2.75			2.70			—			—		$	27.83		10.74	%
Year Ended:
December 31, 2020	$	20.11		(0.02	)		7.23			7.21			(2.19	)		(2.19	)	$	25.13		36.06	%
December 31, 2019	$	17.04		0.02			5.10			5.12			(2.05	)		(2.05	)	$	20.11		30.18	%
December 31, 2018	$	21.23		—	(e)		(1.41	)		(1.41	)		(2.78	)		(2.78	)	$	17.04		(6.56	)%
December 31, 2017	$	16.88		0.03			5.38			5.41			(1.06	)		(1.06	)	$	21.23		32.05	%
December 31, 2016	$	17.87		0.03			0.37			0.40			(1.39	)		(1.39	)	$	16.88		2.16	%

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

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

(c)  Annualized for periods less than one year.

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

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

See notes to financial statements.

54

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Growth Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		0.83	%		(0.38	)%		0.92	%	$	31,737		28	%
Year Ended:
December 31, 2020		0.83	%		(0.09	)%		0.99	%	$	29,875		73	%
December 31, 2019		0.83	%		0.11	%		0.98	%	$	31,473		95	%
December 31, 2018		0.83	%		(0.01	)%		0.97	%	$	26,457		87	%
December 31, 2017		0.83	%		0.17	%		0.97	%	$	30,309		74	%
December 31, 2016		0.83	%		0.17	%		0.95	%	$	25,107		123	%

See notes to financial statements.

55

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments		Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)
Victory RS Science and Technology Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	36.35		(0.23	)		1.51		1.28			—			—			—		$	37.63		3.49	%
Year Ended:
December 31, 2020	$	23.37		(0.34	)		15.48		15.14			(2.16	)		(2.16	)		—		$	36.35		65.03	%
December 31, 2019	$	18.34		(0.26	)		7.43		7.17			(2.14	)		(2.14	)		—		$	23.37		39.32	%
December 31, 2018	$	21.56		(0.27	)		0.06		(0.21	)		(3.01	)		(3.01	)		—		$	18.34		(0.73	)%
December 31, 2017	$	17.49		(0.25	)		8.04		7.79			(3.72	)		(3.72	)		—		$	21.56		44.74	%
December 31, 2016	$	17.35		(0.22	)		2.64		2.42			(2.28	)		(2.28	)		—	(f)	$	17.49		13.80	%(b)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	26.81		(0.27	)		1.10		0.83			—			—			—		$	27.64		3.06	%
Year Ended:
December 31, 2020	$	17.73		(0.41	)		11.65		11.24			(2.16	)		(2.16	)		—		$	26.81		63.71	%
December 31, 2019	$	14.40		(0.35	)		5.82		5.47			(2.14	)		(2.14	)		—		$	17.73		38.27	%
December 31, 2018	$	17.73		(0.38	)		0.06		(0.32	)		(3.01	)		(3.01	)		—		$	14.40		(1.58	)%
December 31, 2017	$	14.96		(0.36	)		6.85		6.49			(3.72	)		(3.72	)		—		$	17.73		43.70	%
December 31, 2016	$	15.25		(0.31	)		2.30		1.99			(2.28	)		(2.28	)		—	(f)	$	14.96		12.87	%(b)
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	29.99		(0.26	)		1.24		0.98			—			—			—		$	30.97		3.23	%
Year Ended:
December 31, 2020	$	19.60		(0.39	)		12.94		12.55			(2.16	)		(2.16	)		—		$	29.99		64.32	%
December 31, 2019	$	15.70		(0.31	)		6.35		6.04			(2.14	)		(2.14	)		—		$	19.60		38.73	%
December 31, 2018	$	18.99		(0.33	)		0.05		(0.28	)		(3.01	)		(3.01	)		—		$	15.70		(1.20	)%
December 31, 2017	$	15.78		(0.31	)		7.24		6.93			(3.72	)		(3.72	)		—		$	18.99		44.05	%
December 31, 2016	$	15.91		(0.26	)		2.41		2.15			(2.28	)		(2.28	)		—	(f)	$	15.78		13.41	%(b)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

56

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Science and Technology Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.46	%		(1.27	)%		1.46	%	$	319,254		26	%
Year Ended:
December 31, 2020		1.48	%		(1.22	)%		1.48	%	$	320,605		30	%
December 31, 2019		1.48	%		(1.14	)%		1.48	%	$	199,591		88	%
December 31, 2018		1.47	%		(1.10	)%		1.47	%	$	140,389		83	%
December 31, 2017		1.49	%		(1.18	)%		1.49	%	$	146,002		89	%
December 31, 2016		1.51	%		(1.24	)%		1.52	%	$	105,041		114	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		2.22	%		(2.04	)%		2.22	%	$	14,068		26	%
Year Ended:
December 31, 2020		2.28	%		(2.03	)%		2.32	%	$	18,398		30	%
December 31, 2019		2.28	%		(1.94	)%		2.34	%	$	14,054		88	%
December 31, 2018		2.28	%		(1.91	)%		2.31	%	$	11,857		83	%
December 31, 2017		2.28	%		(1.97	)%		2.31	%	$	11,831		89	%
December 31, 2016		2.32	%		(2.05	)%		2.32	%	$	10,332		114	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.93	%		(1.74	)%		1.97	%	$	1,322		26	%
Year Ended:
December 31, 2020		1.93	%		(1.68	)%		3.69	%	$	1,273		30	%
December 31, 2019		1.93	%		(1.59	)%		4.28	%	$	681		88	%
December 31, 2018		1.93	%		(1.56	)%		2.75	%	$	707		83	%
December 31, 2017		1.93	%		(1.62	)%		2.54	%	$	1,705		89	%
December 31, 2016		1.91	%		(1.63	)%		1.91	%	$	1,394		114	%

(continues on next page)

See notes to financial statements.

57

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments		Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return(c)
Victory RS Science and Technology Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	39.73		(0.21	)		1.65		1.44			—			—			—		$	41.17		3.60	%
Year Ended:
December 31, 2020	$	25.36		(0.29	)		16.82		16.53			(2.16	)		(2.16	)		—		$	39.73		65.40	%
December 31, 2019	$	19.72		(0.22	)		8.00		7.78			(2.14	)		(2.14	)		—		$	25.36		39.66	%
December 31, 2018	$	22.90		(0.22	)		0.05		(0.17	)		(3.01	)		(3.01	)		—		$	19.72		(0.51	)%
December 31, 2017	$	18.37		(0.21	)		8.46		8.25			(3.72	)		(3.72	)		—		$	22.90		45.11	%
December 31, 2016	$	18.08		(0.18	)		2.75		2.57			(2.28	)		(2.28	)		—	(f)	$	18.37		14.07	%(b)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

58

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Science and Technology Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		1.21	%		(1.02	)%		1.21	%	$	107,673		26	%
Year Ended:
December 31, 2020		1.24	%		(0.99	)%		1.26	%	$	109,275		30	%
December 31, 2019		1.24	%		(0.89	)%		1.26	%	$	77,998		88	%
December 31, 2018		1.24	%		(0.85	)%		1.25	%	$	53,395		83	%
December 31, 2017		1.24	%		(0.92	)%		1.26	%	$	32,047		89	%
December 31, 2016		1.28	%		(1.01	)%		1.29	%	$	19,335		114	%

See notes to financial statements.

59

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	18.02		(0.10	)		0.59			0.49			—			—			—	$	18.51		2.72	%
Year Ended:
December 31, 2020	$	16.05		(0.19	)		6.17			5.98			(4.01	)		(4.01	)		—	$	18.02		37.99	%
December 31, 2019	$	12.97		(0.15	)		5.11			4.96			(1.88	)		(1.88	)		—	$	16.05		38.49	%
December 31, 2018	$	18.88		(0.16	)		(1.47	)		(1.63	)		(4.28	)		(4.28	)		—	$	12.97		(8.39	)%
December 31, 2017	$	14.41		(0.14	)		5.55			5.41			(0.94	)		(0.94	)		—	$	18.88		37.57	%
December 31, 2016	$	14.24		(0.12	)		0.28			0.16			—			—			0.01	$	14.41		1.19	%(b)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	1.53		(0.02	)		0.06			0.04			—			—			—	$	1.57		2.61	%
Year Ended:
December 31, 2020	$	4.13		(0.07	)		1.48			1.41			(4.01	)		(4.01	)		—	$	1.53		36.75	%
December 31, 2019	$	4.40		(0.09	)		1.70			1.61			(1.88	)		(1.88	)		—	$	4.13		37.26	%
December 31, 2018	$	9.61		(0.17	)		(0.76	)		(0.93	)		(4.28	)		(4.28	)		—	$	4.40		(9.23	)%
December 31, 2017	$	7.74		(0.15	)		2.96			2.81			(0.94	)		(0.94	)		—	$	9.61		36.34	%
December 31, 2016	$	7.71		(0.12	)		0.14			0.02			—			—			0.01	$	7.74		0.39	%(b)
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	12.79		(0.11	)		0.42			0.31			—			—			—	$	13.10		2.42	%
Year Ended:
December 31, 2020	$	12.32		(0.20	)		4.68			4.48			(4.01	)		(4.01	)		—	$	12.79		37.31	%
December 31, 2019	$	10.32		(0.18	)		4.06			3.88			(1.88	)		(1.88	)		—	$	12.32		37.91	%
December 31, 2018	$	16.08		(0.23	)		(1.25	)		(1.48	)		(4.28	)		(4.28	)		—	$	10.32		(8.92	)%
December 31, 2017	$	12.44		(0.20	)		4.78			4.58			(0.94	)		(0.94	)		—	$	16.08		36.84	%
December 31, 2016	$	12.33		(0.14	)		0.24			0.10			—			—			0.01	$	12.44		0.89	%(b)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the period shown.

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

(d)  Annualized for periods less than one year.

(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.

60

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.22	%		(1.15	)%		1.22	%	$	73,559		56	%
Year Ended:
December 31, 2020		1.29	%		(1.14	)%		1.29	%	$	76,611		157	%
December 31, 2019		1.26	%		(0.93	)%		1.26	%	$	63,247		89	%
December 31, 2018		1.22	%		(0.78	)%		1.22	%	$	51,619		77	%
December 31, 2017		1.25	%		(0.84	)%		1.25	%	$	65,514		79	%
December 31, 2016		1.35	%		(0.88	)%		1.36	%	$	52,075		86	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		2.10	%		(2.03	)%		4.04	%	$	498		56	%
Year Ended:
December 31, 2020		2.10	%		(1.94	)%		5.26	%	$	515		157	%
December 31, 2019		2.10	%		(1.76	)%		3.86	%	$	478		89	%
December 31, 2018		2.10	%		(1.71	)%		4.24	%	$	616		77	%
December 31, 2017		2.10	%		(1.69	)%		3.87	%	$	533		79	%
December 31, 2016		2.10	%		(1.64	)%		3.14	%	$	410		86	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.75	%		(1.68	)%		1.87	%	$	3,245		56	%
Year Ended:
December 31, 2020		1.75	%		(1.59	)%		2.05	%	$	3,325		157	%
December 31, 2019		1.75	%		(1.42	)%		2.05	%	$	2,874		89	%
December 31, 2018		1.75	%		(1.30	)%		1.88	%	$	2,303		77	%
December 31, 2017		1.75	%		(1.34	)%		1.97	%	$	3,381		79	%
December 31, 2016		1.70	%		(1.24	)%		1.70	%	$	2,954		86	%

(continues on next page)

See notes to financial statements.

61

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)
Victory RS Small Cap Equity Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	18.71		(0.10	)		0.62			0.52			—			—			—	$	19.23		2.78	%
Year Ended:
December 31, 2020	$	16.52		(0.16	)		6.36			6.20			(4.01	)		(4.01	)		—	$	18.71		38.24	%
December 31, 2019	$	13.29		(0.13	)		5.24			5.11			(1.88	)		(1.88	)		—	$	16.52		38.69	%
December 31, 2018	$	19.20		(0.14	)		(1.49	)		(1.63	)		(4.28	)		(4.28	)		—	$	13.29		(8.23	)%
December 31, 2017	$	14.62		(0.14	)		5.66			5.52			(0.94	)		(0.94	)		—	$	19.20		37.78	%
December 31, 2016	$	14.39		(0.08	)		0.30			0.22			—			—			0.01	$	14.62		1.60	%(b)
Member Class
Six Months Ended June 30, 2021 (Unaudited)	$	18.04		(0.10	)		0.59			0.49			—			—			—	$	18.53		2.72	%
November 3, 2020(f) through December 31, 2020	$	17.72		(0.04	)		4.37			4.33			(4.01	)		(4.01	)		—	$	18.04		25.09	%

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.05% for the period shown.

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

(d)  Annualized for periods less than one year.

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

(f)  Commencement of operations.

See notes to financial statements.

62

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS Small Cap Equity Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		1.10	%		(1.03	)%		1.11	%	$	4,112		56	%
Year Ended:
December 31, 2020		1.10	%		(0.95	)%		1.58	%	$	4,449		157	%
December 31, 2019		1.10	%		(0.77	)%		1.43	%	$	3,275		89	%
December 31, 2018		1.10	%		(0.69	)%		1.68	%	$	2,750		77	%
December 31, 2017		1.10	%		(0.78	)%		1.34	%	$	6,398		79	%
December 31, 2016		1.10	%		(0.64	)%		1.24	%	$	1,834		86	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)		1.15	%		(1.07	)%		5.76	%	$	1,168		56	%
November 3, 2020(f) through December 31, 2020		1.15	%		(1.14	)%		23.73	%	$	218		157	%

See notes to financial statements.

63

Victory Portfolios Notes to Financial Statements
June 30, 2021

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 41 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

The accompanying financial statements are those of the following six Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

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

*  Member Class commenced operations on November 3, 2020

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. A Fund's 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 Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification 946.

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

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

• 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.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of June 30, 2021, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS Small Cap Growth Fund
Common Stocks	$	2,870,709,373	$	7,242,827	$	—	$	2,877,952,200
Collateral for Securities Loaned		280,518,714		—		—		280,518,714
Total	$	3,151,228,087	$	7,242,827	$	—	$	3,158,470,914
RS Select Growth Fund
Common Stocks	$	229,064,936	$	—	$	—	$	229,064,936
Collateral for Securities Loaned		5,200,083		—		—		5,200,083
Total	$	234,265,019	$	—	$	—	$	234,265,019
RS Mid Cap Growth Fund
Common Stocks	$	457,333,176	$	—	$	—	$	457,333,176
Collateral for Securities Loaned		22,643,008		—		—		22,643,008
Total	$	479,976,184	$	—	$	—	$	479,976,184
RS Growth Fund
Common Stocks	$	323,657,952	$	—	$	—	$	323,657,952
Collateral for Securities Loaned		9,948,087		—		—		9,948,087
Total	$	333,606,039	$	—	$	—	$	333,606,039

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

	Level 1		Level 2		Level 3		Total
RS Science and Technology Fund
Common Stocks	$	438,401,335	$	4,326,149	$	—	$	442,727,484
Warrants		126,287		92,846		—		219,133
Collateral for Securities Loaned		35,671,595		—		—		35,671,595
Total	$	474,199,217	$	4,418,995	$	—	$	478,618,212
RS Small Cap Equity Fund
Common Stocks	$	80,638,355	$	—	$	—	$	80,638,355
Collateral for Securities Loaned		15,238,085		—		—		15,238,085
Total	$	95,876,440	$	—	$	—	$	95,876,440

For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the 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:

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.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Funds may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by a Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time 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 or more 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.

Private Investments in Public Companies:

The RS Science and Technology Fund may acquire common stock or a security convertible into common stock, such as a warrant or convertible preferred stock, directly from an issuer seeking to raise capital in a private placement pursuant to Regulation D under the 1933 Act. These transactions are commonly referred to as a private placement in a publicly-held company, or "PIPE." The issuer's common stock is usually publicly traded on a U.S. securities exchange or in the OTC market, but the securities acquired will be subject to restrictions on resale imposed by U.S. securities laws absent an effective registration

66

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

statement. In recognition of the illiquid nature of the securities being acquired, the purchase price paid in a PIPE transaction (or the conversion price of the convertible securities being acquired) will typically be fixed at a discount to the prevailing market price of the issuer's common stock at the time of the transaction. As part of a PIPE transaction, the issuer usually will be contractually obligated to seek to register within an agreed upon period of time for public resale under the U.S. securities laws the common stock or the shares of common stock issuable upon conversion of the convertible securities. If the issuer fails to so register the shares within that period, the buyer may be entitled to additional consideration from the issuer (e.g. warrants to acquire additional shares of common stock), but the buyer may not be able to sell its shares unless and until the registration process is successfully completed. Thus PIPE transactions present certain risks not associated with open market purchases of equities.

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"). 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 on 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 Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.

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.

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Assets (Value of Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 days		>90 Days		Net Amount
RS Small Cap Growth Fund	$	274,460,222	$	274,460,222	$	—	$	—	$	—	$	—
RS Select Growth Fund		5,100,591		5,100,591		—		—		—		—
RS Mid Cap Growth Fund		21,939,015		21,939,015		—		—		—		—
RS Growth Fund		9,707,512		9,707,512		—		—		—		—
RS Science and Technology Fund		34,745,817		34,745,817		—		—		—		—
RS Small Cap Equity Fund		14,707,983		14,707,983		—		—		—		—

*  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 on the Statements of Assets and Liabilities.

Federal Income Taxes:

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

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Funds are charged to the Funds, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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, 12b-1 fees, and printing 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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows.

	Excluding U.S. Government Securities
	Purchases		Sales
RS Small Cap Growth Fund	$	1,380,860,095	$	1,412,488,623
RS Select Growth Fund		97,264,964		118,674,142
RS Mid Cap Growth Fund		225,234,150		406,085,223

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

	Excluding U.S. Government Securities
	Purchases		Sales
RS Growth Fund	$	86,829,587	$	101,848,998
RS Science and Technology Fund		115,792,189		130,174,676
RS Small Cap Equity Fund		45,521,965		50,495,149

For the six months ended June 30, 2021, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees 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.

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

Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Funds are shown in the table below:

Assets up to $15 billion			Assets $15 billion - $30 billion			Assets over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Compliance fees.

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

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Transfer Agency Fees:

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee as shown in the table below:

	Class A			Class C			Class R			Class R6			Class Y			Member Class
RS Small Cap Growth Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%		N/A
RS Select Growth Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%		N/A
RS Mid Cap Growth Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%		0.00	%
RS Growth Fund		0.25	%		1.00	%		0.50	%		N/A			0.00	%		N/A
RS Science and Technology Fund		0.25	%		1.00	%		0.50	%		N/A			0.00	%		N/A
RS Small Cap Equity Fund		0.25	%		1.00	%		0.50	%		N/A			0.00	%		0.00	%

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 C, and Class R. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sale of the Class A. For the six months ended June 30, 2021, the Distributor received approximately $20,016 from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

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. Acquired fund fees and expense, interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2022
	Class A			Class C			Class R			Class R6			Class Y			Member Class
RS Small Cap Growth Fund		1.40	%		2.16	%		1.86	%		1.06	%		1.13	%		N/A
RS Select Growth Fund		1.40	%		2.18	%		1.91	%		1.06	%		1.14	%		N/A
RS Mid Cap Growth Fund		1.20	%		2.11	%		1.80	%		0.94	%		0.95	%		1.05	%
RS Growth Fund		1.10	%		1.93	%		1.71	%		N/A			0.83	%		N/A
RS Science and Technology Fund		1.49	%		2.28	%		1.93	%		N/A			1.24	%		N/A
RS Small Cap Equity Fund		1.35	%		2.10	%		1.75	%		N/A			1.10	%		1.15	%

70

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

Under the terms of the expense limitation agreements, amended May 1, 2021, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Funds were permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of June 30, 2021, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at June 30, 2021.

	Expires 2021		Expires 2022		Expires 2023		Expires 2024		Total
RS Small Cap Growth Fund	$	293,922	$	506,151	$	489,756	$	122,065	$	1,411,894
RS Select Growth Fund		141,722		285,457		227,571		90,962		745,712
RS Mid Cap Growth Fund		204,568		681,628		759,444		402,127		2,047,767
RS Growth Fund		145,836		288,176		294,950		117,801		846,763
RS Science and Technology Fund		17,418		41,114		37,306		288		96,126
RS Small Cap Equity Fund		15,435		30,362		40,673		29,335		115,805

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, legal counsel and Distributor.

5. Risks:

The Funds may be subject to other risks in addition to these identified risks.

Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Sector Risk — To the extent the Funds focus in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Funds' investments and could make the Funds' performance more volatile. For example, the values of companies in the Information Technology sector are particularly vulnerable to economic downturns, short product cycles and aggressive pricing, market competition and changes in government regulation.

Concentration Risk — The RS Science and Technology Fund (herein, the "Fund") may concentrate its investments in a particular industry, as the term "concentration" is used in the 1940 Act. Concentrating

71

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

investments in the Science and Technology-related sectors increases the risk of loss because the stocks of many or all of the companies in the sectors may decline in value due to developments adversely affecting the sectors. In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect the sectors, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they cause the Fund's cash position or cash requirements to exceed normal levels.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets, and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

Private Investments in Public Companies Risk — The risks associated with PIPE transactions that the RS Science and Technology Fund invests is that the issuer may be unable to register the shares for public resale in a timely manner or at all, in which case the shares may be sold only in a privately negotiated transaction, typically at a price less than that paid, assuming a suitable buyer can be found. Disposing of the securities may involve time-consuming negotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Even if the shares are registered for public resale, the market for the issuer's securities may nevertheless be "thin" or illiquid, making the sale of securities at desired prices or in desired quantities difficult or impossible. While private placements may offer attractive opportunities not otherwise available in the open market, the securities purchased are usually "restricted securities" or are "not readily marketable." Restricted securities cannot be sold without being registered under the 1933 Act, unless they are sold pursuant to an exemption from registration (such as Rules 144 or 144A under the 1933 Act). Securities that are not readily marketable are subject to other legal or contractual restrictions on resale.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the

72

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit during the six months ended June 30, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized or participated in the Facility during the six months ended June 30, 2021, were as follows:

	Borrower or Lender	Amount Outstanding at June 30, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate			Maximum Borrowing During the Period
RS Select Growth Fund	Borrower	$	—	$	3,492,500		2		0.57	%	$	3,837,000
RS Mid Cap Growth Fund	Borrower		—		6,020,000		2		0.56	%		10,776,000
RS Growth Fund	Borrower		—		1,339,000		1		0.57	%		1,339,000
RS Science and Technology Fund	Borrower		—		1,781,000		1		0.57	%		1,781,000

*  For the six months ended June 30, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

	Declared	Paid
RS Small Cap Growth Fund	Annually	Annually
RS Select Growth Fund	Annually	Annually
RS Mid Cap Growth Fund	Annually	Annually
RS Growth Fund	Annually	Annually
RS Science and Technology Fund	Annually	Annually
RS Small Cap Equity Fund	Annually	Annually

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital.

73

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

Net investment losses incurred by a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.

As of the tax year ended December 31, 2020, the Funds had no net capital loss carryforwards.

74

Victory Portfolios Supplemental Information
June 30, 2021

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds use 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 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21- 6/30/21*		Hypothetical Expenses Paid During Period 1/1/21- 6/30/21*		Annualized Expense Ratio During Period 1/1/21- 6/30/21
RS Small Cap Growth Fund
Class A	$	1,000.00	$	1,002.70	$	1,017.85	$	6.95	$	7.00		1.40	%
Class C		1,000.00		999.00		1,014.08		10.71		10.79		2.16	%
Class R		1,000.00		1,001.00		1,016.22		8.58		8.65		1.73	%
Class R6		1,000.00		1,004.40		1,019.64		5.17		5.21		1.04	%
Class Y		1,000.00		1,004.00		1,019.19		5.61		5.66		1.13	%
RS Select Growth Fund
Class A		1,000.00		1,085.90		1,017.85		7.24		7.00		1.40	%
Class C		1,000.00		1,081.60		1,013.98		11.25		10.89		2.18	%
Class R		1,000.00		1,082.80		1,015.32		9.86		9.54		1.91	%
Class R6		1,000.00		1,087.50		1,019.54		5.49		5.31		1.06	%
Class Y		1,000.00		1,087.00		1,019.14		5.90		5.71		1.14	%

75

Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21- 6/30/21*		Hypothetical Expenses Paid During Period 1/1/21- 6/30/21*		Annualized Expense Ratio During Period 1/1/21- 6/30/21
RS Mid Cap Growth Fund
Class A	$	1,000.00	$	1,066.40	$	1,018.84	$	6.15	$	6.01		1.20	%
Class C		1,000.00		1,061.60		1,014.58		10.53		10.29		2.06	%
Class R		1,000.00		1,063.00		1,015.87		9.21		9.00		1.80	%
Class R6		1,000.00		1,067.50		1,020.13		4.82		4.71		0.94	%
Class Y		1,000.00		1,067.50		1,020.08		4.87		4.76		0.95	%
Member Class		1,000.00		1,066.90		1,019.59		5.38		5.26		1.05	%
RS Growth Fund
Class A		1,000.00		1,106.10		1,019.34		5.74		5.51		1.10	%
Class C		1,000.00		1,101.60		1,015.22		10.06		9.64		1.93	%
Class R		1,000.00		1,102.40		1,016.31		8.91		8.55		1.71	%
Class Y		1,000.00		1,107.40		1,020.68		4.34		4.16		0.83	%
RS Science and Technology Fund
Class A		1,000.00		1,034.90		1,017.55		7.37		7.30		1.46	%
Class C		1,000.00		1,030.60		1,013.79		11.18		11.08		2.22	%
Class R		1,000.00		1,032.30		1,015.22		9.73		9.64		1.93	%
Class Y		1,000.00		1,036.00		1,018.79		6.11		6.06		1.21	%
RS Small Cap Equity Fund
Class A		1,000.00		1,027.20		1,018.74		6.13		6.11		1.22	%
Class C		1,000.00		1,026.10		1,014.38		10.55		10.49		2.10	%
Class R		1,000.00		1,024.20		1,016.12		8.78		8.75		1.75	%
Class Y		1,000.00		1,027.80		1,019.34		5.53		5.51		1.10	%
Member Class		1,000.00		1,027.20		1,019.09		5.78		5.76		1.15	%

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

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Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

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 Investment Company Act of 1940, as amended. 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 Victory Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital 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, Victory Capital 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 Victory Capital. Victory Capital 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.

At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital 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 Victory Capital 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 that the Fund reasonably expects 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 Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

77

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)
	800-235-8396 for Member Class

VPRSGF-SAR (6/21)

June 30, 2021

Semi Annual Report

Victory RS International Fund

Victory RS Global Fund

Victory Sophus Emerging Markets Fund

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

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS International Fund	6
Victory RS Global Fund	11
Victory Sophus Emerging Markets Fund	17
Financial Statements
Statements of Assets and Liabilities	24
Statements of Operations	26
Statements of Changes in Net Assets	27
Financial Highlights	30
Notes to Financial Statements	48
Supplemental Information	58
Proxy Voting and Portfolio Holdings Information	58
Expense Examples	58
Liquidity Risk Management Program	60
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

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

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

Call Victory at:

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

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS International Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Nestle SA, Registered Shares	4.0	%
Roche Holding AG	3.5	%
Toyota Motor Corp.	3.2	%
LVMH Moet Hennessy Louis Vuitton SE	2.9	%
SAP SE	2.4	%
Siemens AG, Registered Shares	2.2	%
Diageo PLC	2.0	%
Novartis AG, Registered Shares	2.0	%
Rio Tinto PLC	1.9	%
Hoya Corp.	1.9	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

3

Victory Portfolios
Victory RS Global Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Apple, Inc.	4.8	%
Microsoft Corp.	4.1	%
Amazon.com, Inc.	2.9	%
Alphabet, Inc., Class C	2.7	%
Facebook, Inc., Class A	2.3	%
NVIDIA Corp.	2.2	%
JPMorgan Chase & Co.	1.9	%
Mastercard, Inc., Class A	1.8	%
McDonald's Corp.	1.8	%
Texas Instruments, Inc.	1.8	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

4

Victory Portfolios
Victory Sophus Emerging Markets Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.8	%
Tencent Holdings Ltd.	5.0	%
Samsung Electronics Co. Ltd.	4.8	%
Alibaba Group Holding Ltd.	4.2	%
Infosys Ltd.	2.0	%
SK Hynix, Inc.	1.7	%
China Merchants Bank Co. Ltd.	1.6	%
Meituan, Class B	1.4	%
NetEase, Inc.	1.3	%
Vale SA	1.2	%

Sector Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

5

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.2%)
Australia (6.0%):
Consumer Discretionary (1.0%):
Aristocrat Leisure Ltd.		133,936	$	4,322,926
Financials (1.0%):
Macquarie Group Ltd.		35,386		4,145,043
Health Care (1.3%):
CSL Ltd.		25,071		5,360,821
Materials (1.8%):
BHP Group Ltd.		211,350		7,687,435
Real Estate (0.9%):
Scentre Group		1,799,317		3,681,242
				25,197,467
Belgium (0.9%):
Information Technology (0.9%):
Melexis NV		36,426		3,786,569
China (1.7%):
Communication Services (0.7%):
Tencent Holdings Ltd.		38,500		2,898,836
Consumer Discretionary (0.6%):
China Meidong Auto Holdings Ltd.		422,000		2,299,051
Financials (0.4%):
China Merchants Bank Co. Ltd., Class H		218,000		1,857,014
				7,054,901
Denmark (1.2%):
Consumer Staples (1.2%):
Royal Unibrew A/S		38,556		4,913,663
France (9.3%):
Consumer Discretionary (4.4%):
Faurecia SE		31,595		1,553,031
La Francaise des Jeux SAEM (a)		79,670		4,685,433
LVMH Moet Hennessy Louis Vuitton SE		15,522		12,209,015
				18,447,479
Energy (1.2%):
Gaztransport Et Technigaz SA		16,340		1,321,885
TotalEnergies SE		81,778		3,704,243
				5,026,128
Industrials (1.0%):
Safran SA		28,044		3,891,558
Information Technology (1.7%):
Capgemini SE		36,379		6,995,329

See notes to financial statements.

6

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Materials (1.0%):
Arkema SA		33,923	$	4,263,068
				38,623,562
Germany (8.2%):
Consumer Discretionary (1.0%):
Volkswagen AG, Preference Shares		15,927		3,992,918
Financials (1.8%):
Allianz SE, Registered Shares		30,125		7,516,995
Industrials (2.2%):
Siemens AG, Registered Shares		57,396		9,112,166
Information Technology (2.4%):
SAP SE		72,108		10,127,048
Real Estate (0.8%):
Vonovia SE		51,226		3,310,108
				34,059,235
Hong Kong (3.5%):
Financials (1.8%):
AIA Group Ltd.		612,400		7,597,372
Real Estate (1.7%):
CK Asset Holdings Ltd.		1,004,500		6,914,166
				14,511,538
Italy (4.6%):
Energy (1.0%):
Snam SpA (b)		745,160		4,310,048
Financials (0.9%):
Banca Generali SpA (c)		88,565		3,783,088
Health Care (1.0%):
Recordati Industria Chimica e Farmaceutica SpA		73,367		4,196,251
Utilities (1.7%):
Enel SpA		758,843		7,050,982
				19,340,369
Japan (22.5%):
Communication Services (1.9%):
Capcom Co. Ltd.		130,000		3,800,235
Kakaku.com, Inc.		142,900		4,299,600
				8,099,835
Consumer Discretionary (4.2%):
Toyota Motor Corp.		152,800		13,358,678
ZOZO, Inc.		120,000		4,069,237
				17,427,915
Consumer Staples (1.2%):
Toyo Suisan Kaisha Ltd.		128,100		4,937,965

See notes to financial statements.

7

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Financials (2.4%):
JAFCO Group Co. Ltd.		40,600	$	2,531,853
Mitsubishi UFJ Financial Group, Inc.		816,500		4,398,474
Tokio Marine Holdings, Inc.		67,500		3,109,488
				10,039,815
Health Care (2.8%):
Hoya Corp.		59,500		7,871,149
Shionogi & Co. Ltd.		72,800		3,794,558
				11,665,707
Industrials (5.0%):
en Japan, Inc.		75,700		2,688,237
Fuji Electric Co. Ltd.		157,500		7,352,639
Nippon Yusen KK		88,000		4,466,438
OKUMA Corp.		53,300		2,611,629
Sanwa Holdings Corp.		309,000		3,800,852
				20,919,795
Information Technology (3.3%):
Fujitsu Ltd.		41,200		7,709,518
Oracle Corp.		25,200		1,925,760
Ulvac, Inc.		78,000		3,950,220
				13,585,498
Real Estate (0.8%):
Sumitomo Realty & Development Co. Ltd.		89,400		3,197,804
Utilities (0.9%):
Chubu Electric Power Co., Inc.		303,100		3,708,822
				93,583,156
Netherlands (4.2%):
Communication Services (1.0%):
Koninklijke KPN NV		1,321,155		4,131,616
Financials (1.2%):
ING Groep NV		370,353		4,915,602
Industrials (1.0%):
Wolters Kluwer NV		44,672		4,489,612
Information Technology (1.0%):
ASM International NV		12,688		4,184,343
				17,721,173
New Zealand (0.6%):
Health Care (0.6%):
Fisher & Paykel Healthcare Corp. Ltd.		110,418		2,401,400
Norway (1.4%):
Energy (0.5%):
Aker BP ASA		68,655		2,189,262

See notes to financial statements.

8

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Financials (0.9%):
SpareBank 1 SMN		278,424	$	3,859,204
				6,048,466
Spain (1.2%):
Communication Services (1.2%):
Telefonica SA		1,051,103		4,905,405
Sweden (1.8%):
Industrials (1.8%):
Atlas Copco AB, Class B		140,278		7,390,103
Switzerland (14.8%):
Consumer Staples (4.9%):
Coca-Cola HBC AG		106,867		3,867,685
Nestle SA, Registered Shares		132,929		16,573,690
				20,441,375
Financials (3.0%):
Cembra Money Bank AG		28,170		3,161,266
Partners Group Holding AG		3,406		5,164,710
UBS Group AG		269,132		4,123,469
				12,449,445
Health Care (5.5%):
Novartis AG, Registered Shares		89,686		8,183,959
Roche Holding AG		38,361		14,459,795
				22,643,754
Industrials (1.4%):
Adecco Group AG		87,764		5,973,234
				61,507,808
United Kingdom (15.3%):
Communication Services (1.0%):
ITV PLC (c)		2,348,090		4,080,412
Consumer Discretionary (1.0%):
Next PLC (c)		38,636		4,204,315
Consumer Staples (3.1%):
Diageo PLC		172,777		8,279,790
Imperial Brands PLC		212,008		4,570,835
				12,850,625
Energy (2.2%):
BP PLC		773,342		3,390,937
Royal Dutch Shell PLC, Class A		281,690		5,646,497
				9,037,434

See notes to financial statements.

9

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Financials (2.4%):
Close Brothers Group PLC		147,682	$	3,094,629
Intermediate Capital Group PLC		115,238		3,389,040
Legal & General Group PLC		1,037,644		3,701,368
				10,185,037
Health Care (0.6%):
Smith & Nephew PLC		116,427		2,524,627
Industrials (1.3%):
Ashtead Group PLC		72,468		5,385,670
Materials (3.7%):
Croda International PLC		56,761		5,788,482
Evraz PLC		244,456		2,005,292
Rio Tinto PLC		95,674		7,900,375
				15,694,149
				63,962,269
Total Common Stocks (Cost $332,104,052)				405,007,084
Exchange-Traded Funds (1.0%)
United States (1.0%):
iShares MSCI EAFE ETF (b)		51,265		4,043,783
Total Exchange-Traded Funds (Cost $4,001,297)				4,043,783
Collateral for Securities Loaned^ (0.7%)
United States (0.7%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d)		57,455		57,455
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d)		1,556,272		1,556,272
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d)		28,673		28,673
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d)		228,629		228,629
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d)		1,027,960		1,027,960
Total Collateral for Securities Loaned (Cost $2,898,989)				2,898,989
Total Investments (Cost $339,004,338) — 98.9%				411,949,856
Other assets in excess of liabilities — 1.1%				4,769,950
NET ASSETS — 100.00%			$	416,719,806

^  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 June 30, 2021, the fair value of these securities was $4,685,433 and amounted to 1.1% of net assets.

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

(c)  Non-income producing security.

(d)  Rate disclosed is the daily yield on June 30, 2021.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

10

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.0%)
Australia (2.2%):
Consumer Discretionary (0.9%):
Aristocrat Leisure Ltd.		76,437	$	2,467,085
Financials (0.5%):
Macquarie Group Ltd.		11,175		1,309,016
Health Care (0.8%):
CSL Ltd.		9,961		2,129,917
				5,906,018
Belgium (0.6%):
Information Technology (0.6%):
Melexis NV		14,883		1,547,123
Bermuda (0.7%):
Industrials (0.7%):
Triton International Ltd.		35,971		1,882,722
Canada (3.1%):
Energy (0.5%):
Parex Resources, Inc. (a)		87,558		1,462,361
Industrials (0.9%):
Canadian Pacific Railway Ltd.		32,424		2,493,671
Information Technology (1.2%):
Constellation Software, Inc.		2,120		3,211,320
Materials (0.5%):
Kirkland Lake Gold Ltd. (b)		34,277		1,321,133
				8,488,485
China (3.5%):
Communication Services (1.7%):
Baidu, Inc., ADR (a)		7,362		1,501,112
Tencent Holdings Ltd.		40,200		3,026,837
				4,527,949
Consumer Discretionary (0.4%):
China Meidong Auto Holdings Ltd.		204,000		1,111,389
Consumer Staples (0.7%):
Foshan Haitan Flavouring & Food Co. Ltd., Class A		99,772		1,988,945
Financials (0.7%):
Industrial & Commercial Bank of China Ltd., Class H (b)		3,372,000		1,976,107
				9,604,390
Denmark (0.7%):
Consumer Staples (0.7%):
Royal Unibrew A/S		15,639		1,993,069

See notes to financial statements.

11

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
France (3.5%):
Consumer Discretionary (0.7%):
La Francaise des Jeux SAEM (c)		30,328	$	1,783,605
Energy (0.4%):
Gaztransport Et Technigaz SA		14,382		1,163,486
Financials (0.8%):
BNP Paribas SA		35,065		2,200,401
Industrials (0.6%):
Safran SA		12,487		1,732,773
Materials (1.0%):
Arkema SA		21,403		2,689,693
				9,569,958
Germany (0.9%):
Consumer Discretionary (0.9%):
Volkswagen AG, Preference Shares		9,578		2,401,216
Indonesia (0.9%):
Communication Services (0.9%):
PT Telkom Indonesia Persero Tbk		10,865,500		2,362,495
Ireland (1.2%):
Industrials (1.2%):
Eaton Corp. PLC		22,729		3,367,983
Italy (2.9%):
Energy (0.9%):
Snam SpA (b)		394,691		2,282,915
Financials (0.4%):
Banca Generali SpA (a)		22,714		970,237
Health Care (0.9%):
Recordati Industria Chimica e Farmaceutica SpA		43,251		2,473,756
Utilities (0.7%):
Enel SpA		215,454		2,001,946
				7,728,854
Japan (5.9%):
Communication Services (1.3%):
Capcom Co. Ltd.		61,100		1,786,110
Kakaku.com, Inc.		58,400		1,757,150
				3,543,260
Consumer Discretionary (0.8%):
ZOZO, Inc.		65,400		2,217,734
Consumer Staples (0.5%):
Toyo Suisan Kaisha Ltd.		34,000		1,310,623

See notes to financial statements.

12

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Financials (1.0%):
JAFCO Group Co. Ltd.		19,700	$	1,228,510
Mitsubishi UFJ Financial Group, Inc.		248,300		1,337,588
				2,566,098
Health Care (0.6%):
Hoya Corp.		11,900		1,574,230
Industrials (1.2%):
Fuji Electric Co. Ltd.		19,600		914,995
Nippon Yusen KK		47,400		2,405,786
				3,320,781
Information Technology (0.5%):
Ulvac, Inc.		29,000		1,468,672
				16,001,398
Korea, Republic Of (1.5%):
Information Technology (1.5%):
Samsung Electronics Co. Ltd.		56,721		4,060,979
Netherlands (0.9%):
Information Technology (0.9%):
ASM International NV		7,329		2,417,012
New Zealand (0.5%):
Health Care (0.5%):
Fisher & Paykel Healthcare Corp. Ltd.		56,106		1,220,208
Norway (0.9%):
Energy (0.6%):
Aker BP ASA		48,886		1,558,871
Financials (0.3%):
SpareBank 1 SMN		61,219		848,550
				2,407,421
Singapore (0.8%):
Financials (0.8%):
Singapore Exchange Ltd.		274,700		2,288,452
South Africa (0.7%):
Consumer Discretionary (0.7%):
Mr. Price Group Ltd. (b)		135,305		1,987,975
Sweden (1.0%):
Industrials (1.0%):
Atlas Copco AB, Class B		51,211		2,697,890
Switzerland (3.1%):
Financials (0.7%):
Partners Group Holding AG		1,304		1,977,329
Health Care (1.4%):
Roche Holding AG		10,023		3,778,069

See notes to financial statements.

13

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Industrials (1.0%):
Adecco Group AG		37,204	$	2,532,111
				8,287,509
Taiwan (2.1%):
Financials (1.5%):
Cathay Financial Holding Co. Ltd.		2,031,000		3,927,174
Information Technology (0.6%):
Lite-On Technology Corp.		844,000		1,743,755
				5,670,929
United Kingdom (6.1%):
Communication Services (0.5%):
ITV PLC (a)		724,848		1,259,610
Consumer Discretionary (0.4%):
Next PLC (a)		11,349		1,234,982
Consumer Staples (0.6%):
Imperial Brands PLC		72,745		1,568,362
Financials (1.1%):
Close Brothers Group PLC		80,009		1,676,563
Intermediate Capital Group PLC		42,567		1,251,855
				2,928,418
Industrials (1.0%):
Ashtead Group PLC		37,026		2,751,695
Materials (2.5%):
Croda International PLC		26,976		2,751,010
Evraz PLC		145,993		1,197,592
Rio Tinto PLC		34,625		2,859,194
				6,807,796
				16,550,863
United States (54.3%):
Communication Services (5.0%):
Alphabet, Inc., Class C (a)		2,930		7,343,518
Facebook, Inc., Class A (a)		17,958		6,244,176
				13,587,694
Consumer Discretionary (7.4%):
Amazon.com, Inc. (a)		2,250		7,740,360
McDonald's Corp.		20,842		4,814,293
PulteGroup, Inc.		55,352		3,020,559
Ross Stores, Inc.		29,330		3,636,920
Tesla, Inc. (a)		1,441		979,448
				20,191,580

See notes to financial statements.

14

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (3.9%):
Colgate-Palmolive Co.		39,691	$	3,228,863
PepsiCo, Inc.		23,521		3,485,107
The Estee Lauder Cos., Inc.		12,389		3,940,693
				10,654,663
Energy (1.8%):
Cactus, Inc., Class A		33,473		1,229,129
ConocoPhillips		38,240		2,328,816
Phillips 66		15,397		1,321,370
				4,879,315
Financials (7.7%):
Bank of America Corp.		102,308		4,218,159
JPMorgan Chase & Co.		32,675		5,082,270
LPL Financial Holdings, Inc.		15,269		2,061,010
S&P Global, Inc.		10,500		4,309,725
The PNC Financial Services Group, Inc.		12,715		2,425,513
The Progressive Corp.		27,258		2,677,008
				20,773,685
Health Care (7.5%):
Amedisys, Inc. (a)		4,760		1,165,867
Amgen, Inc.		12,236		2,982,525
CVS Health Corp.		43,506		3,630,140
Eli Lilly & Co.		15,209		3,490,770
IDEXX Laboratories, Inc. (a)		6,767		4,273,699
Johnson & Johnson		28,552		4,703,656
				20,246,657
Industrials (1.6%):
Honeywell International, Inc.		19,186		4,208,449
Information Technology (17.6%):
Apple, Inc.		95,073		13,021,198
Cisco Systems, Inc.		80,755		4,280,015
Fortinet, Inc. (a) (b)		15,192		3,618,582
Mastercard, Inc., Class A		13,241		4,834,157
Microsoft Corp.		41,055		11,121,799
NVIDIA Corp.		7,499		5,999,950
Texas Instruments, Inc.		24,779		4,765,002
				47,640,703
Real Estate (1.0%):
Prologis, Inc.		23,723		2,835,610
Utilities (0.8%):
MGE Energy, Inc. (b)		29,659		2,207,816
				147,226,172
Total Common Stocks (Cost $197,210,876)				265,669,121

See notes to financial statements.

15

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Exchange-Traded Funds (0.3%)
United States (0.3%):
iShares MSCI ACWI ETF		7,844	$	793,734
Total Exchange-Traded Funds (Cost $721,332)				793,734
Collateral for Securities Loaned^ (3.3%)
United States (3.3%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d)		178,033		178,033
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d)		4,822,330		4,822,330
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d)		88,847		88,847
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d)		708,439		708,439
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d)		3,185,280		3,185,280
Total Collateral for Securities Loaned (Cost $8,982,929)				8,982,929
Total Investments (Cost $206,915,137) — 101.6%				275,445,784
Liabilities in excess of other assets — (1.6)%				(4,457,445	)
NET ASSETS — 100.00%			$	270,988,339

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $1,783,605 and amounted to 0.7% of net assets.

(d)  Rate disclosed is the daily yield on June 30, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

16

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.1%)
Brazil (6.6%):
Communication Services (0.5%):
TIM SA		1,133,343	$	2,627,573
Consumer Discretionary (1.0%):
Lojas Quero Quero SA		463,600		2,135,662
Petrobras Distribuidora SA		627,300		3,365,311
				5,500,973
Consumer Staples (0.5%):
SLC Agricola SA		284,600		2,936,876
Financials (0.9%):
B3 SA — Brasil Bolsa Balcao		1,548,300		5,236,549
Industrials (1.0%):
Randon SA Implementos e Participacoes, Preference Shares		941,100		2,567,909
SIMPAR SA		276,841		3,096,175
				5,664,084
Materials (2.3%):
Duratex SA		599,500		2,868,998
Klabin SA (a)		624,300		3,306,535
Vale SA		311,700		7,098,051
				13,273,584
Utilities (0.4%):
Neoenergia SA		635,400		2,219,275
				37,458,914
Canada (0.5%):
Energy (0.5%):
Parex Resources, Inc. (a)		159,019		2,655,877
Chile (0.6%):
Financials (0.6%):
Banco de Chile		32,358,637		3,195,746
Banco de Credito e Inversiones SA		1		42
				3,195,788
China (32.7%):
Communication Services (7.4%):
Baidu, Inc., ADR (a)		31,283		6,378,603
NetEase, Inc., ADR		64,371		7,418,758
Tencent Holdings Ltd.		379,215		28,552,785
				42,350,146
Consumer Discretionary (8.0%):
Alibaba Group Holding Ltd., ADR (a)		105,496		23,924,383
China Yongda Automobiles Services Holdings Ltd.		1,832,000		3,278,838
JD.com, Inc., ADR (a)		78,365		6,254,311
Jiumaojiu International Holdings Ltd. (b)		1,080,000		4,414,397
Meituan, Class B (a) (b)		187,900		7,751,293
				45,623,222

See notes to financial statements.

17

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Consumer Staples (1.6%):
By-health Co. Ltd., Class A		471,800	$	2,400,751
China Feihe Ltd. (b)		1,356,000		2,923,643
Wuliangye Yibin Co. Ltd., Class A (a)		80,500		3,704,722
				9,029,116
Energy (0.5%):
China Oilfield Services Ltd., Class H		2,958,000		2,649,980
Financials (3.1%):
China Merchants Bank Co. Ltd., Class H		1,050,000		8,944,333
Ping An Insurance Group Co. of China Ltd.		452,500		4,423,482
Postal Savings Bank of China Co. Ltd., Class H (a) (b)		6,687,000		4,497,078
				17,864,893
Health Care (2.5%):
Hygeia Healthcare Holdings Co. Ltd. (b)		326,800		4,290,404
Pharmaron Beijing Co. Ltd., Class H (b)		133,900		3,565,324
Wuxi Biologics Cayman, Inc. (a) (b)		352,905		6,461,960
				14,317,688
Industrials (3.2%):
Airtac International Group		98,000		3,775,293
COSCO SHIPPING Holdings Co. Ltd., Class H (a) (c)		2,136,500		5,368,895
Hangcha Group Co. Ltd., Class A		677,760		1,900,638
Luxshare Precision Industry Co. Ltd., Class A (a)		443,300		3,154,596
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H		3,731,400		3,905,827
				18,105,249
Information Technology (2.8%):
Chinasoft International Ltd.		3,602,000		6,551,756
WUS Printed Circuit Kunshan Co. Ltd., Class A (a)		1,373,500		3,287,135
Xiaomi Corp., Class B (a) (b)		1,179,400		4,101,958
Yonyou Network Technology Co. Ltd., Class A		474,000		2,437,390
				16,378,239
Materials (2.0%):
China Hongqiao Group Ltd.		2,756,000		3,731,999
China Molybdenum Co. Ltd., Class H		5,337,000		3,162,593
Wanhua Chemical Group Co. Ltd., Class A		258,500		4,350,520
				11,245,112
Real Estate (0.7%):
Shimao Services Holdings Ltd. (b)		1,222,787		4,214,691
Utilities (0.9%):
China Gas Holdings Ltd.		523,200		1,593,864
China Longyuan Power Group Corp. Ltd., Class H		2,097,000		3,610,522
				5,204,386
				186,982,722

See notes to financial statements.

18

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Greece (1.0%):
Financials (0.5%):
National Bank of Greece SA (a)		917,958	$	2,616,042
Industrials (0.5%):
Mytilineos SA		156,357		2,843,734
				5,459,776
Hong Kong (2.6%):
Consumer Discretionary (0.7%):
JS Global Lifestyle Co. Ltd. (b)		1,488,500		4,190,690
Financials (0.8%):
BOC Hong Kong Holdings Ltd.		1,331,500		4,512,985
Industrials (0.5%):
Pacific Basin Shipping Ltd. (a)		7,576,000		3,052,389
Information Technology (0.6%):
ASM Pacific Technology Ltd.		247,300		3,350,067
				15,106,131
India (8.5%):
Energy (0.9%):
Hindustan Petroleum Corp. Ltd.		1,306,587		5,160,649
Financials (2.7%):
Cholamandalam Investment and Finance Co. Ltd.		597,932		4,136,793
Federal Bank Ltd. (a)		2,796,834		3,285,146
HDFC Bank Ltd., ADR (a)		50,762		3,711,717
LIC Housing Finance Ltd.		664,794		4,212,397
				15,346,053
Health Care (1.2%):
Divi's Laboratories Ltd. (a)		54,467		3,232,613
Dr. Reddy's Laboratories Ltd.		49,030		3,585,226
				6,817,839
Information Technology (2.0%):
Infosys Ltd., ADR		532,593		11,285,646
Materials (1.7%):
Dalmia Bharat Ltd. (a)		78,212		1,993,905
NMDC Ltd.		1,860,228		4,620,958
Tata Steel Ltd.		214,984		3,382,854
				9,997,717
				48,607,904
Indonesia (0.4%):
Financials (0.4%):
PT Bank Negara Indonesia Persero Tbk		7,446,600		2,383,420

See notes to financial statements.

19

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Korea, Republic Of (16.1%):
Communication Services (2.0%):
LG Uplus Corp.		343,384	$	4,682,304
NAVER Corp.		17,349		6,438,529
				11,120,833
Financials (2.9%):
DB Insurance Co. Ltd.		60,227		2,933,254
Hana Financial Group, Inc.		128,564		5,269,436
Samsung Securities Co. Ltd.		85,695		3,419,281
Woori Financial Group, Inc.		490,309		4,992,430
				16,614,401
Health Care (1.3%):
Hugel, Inc. (a)		14,019		2,989,201
InBody Co. Ltd.		65,841		1,766,280
Samsung Biologics Co. Ltd. (a) (b)		3,788		2,822,792
				7,578,273
Industrials (2.8%):
CJ Corp.		27,610		2,621,261
CJ Logistics Corp. (a)		13,787		2,165,373
Hanwha Aerospace Co. Ltd.		89,017		3,713,215
Hyundai Engineering & Construction Co. Ltd.		88,453		4,579,512
LG Corp.		33,703		3,066,704
				16,146,065
Information Technology (6.5%):
Samsung Electronics Co. Ltd.		387,173		27,386,575
SK Hynix, Inc.		84,267		9,512,369
				36,898,944
Materials (0.6%):
PI Advanced Materials Co. Ltd.		73,838		3,598,571
				91,957,087
Luxembourg (0.8%):
Materials (0.8%):
Ternium SA, ADR		114,237		4,393,555
Malaysia (0.9%):
Consumer Discretionary (0.4%):
MR DIY Group M Bhd (b)		3,081,400		2,667,386
Financials (0.5%):
Public Bank Bhd		2,698,500		2,672,758
				5,340,144
Mexico (3.1%):
Consumer Discretionary (0.7%):
Alsea SAB de CV (a)		1,237,946		2,203,286
Betterware de Mexico SAB de CV		36,986		1,850,040
				4,053,326

See notes to financial statements.

20

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Financials (0.4%):
Grupo Financiero Banorte SAB de CV, Class O		102,386	$	661,499
Regional SAB de CV		204,663		1,203,888
				1,865,387
Industrials (0.5%):
Controladora Vuela Cia de Aviacion SAB de CV, ADR (a) (c)		154,463		2,967,234
Materials (1.0%):
Cemex SAB de CV, ADR (a)		688,013		5,779,309
Real Estate (0.5%):
Corp Inmobiliaria Vesta SAB de CV		1,452,117		2,825,644
				17,490,900
Russian Federation (2.4%):
Consumer Discretionary (0.6%):
Detsky Mir PJSC (b)		1,815,590		3,756,575
Energy (0.6%):
Rosneft Oil Co. PJSC, GDR		414,322		3,213,453
Financials (1.2%):
Sberbank of Russia PJSC, ADR		421,552		7,009,244
				7,009,244
				13,979,272
Saudi Arabia (0.5%):
Financials (0.5%):
The Saudi National Bank		194,573		2,989,031
Singapore (0.5%):
Communication Services (0.5%):
Sea Ltd., ADR (a) (c)		10,898		2,992,591
South Africa (4.6%):
Communication Services (1.8%):
MTN Group (a)		810,039		5,855,274
Naspers Ltd., Class N		21,747		4,587,699
				10,442,973
Consumer Discretionary (0.7%):
Mr. Price Group Ltd.		205,833		3,024,211
The Foschini Group Ltd.		85,390		951,510
				3,975,721
Financials (1.3%):
Absa Group Ltd. (a)		372,031		3,535,756
Capitec Bank Holdings Ltd.		31,845		3,755,820
				7,291,576
Materials (0.8%):
Impala Platinum Holdings Ltd.		289,043		4,756,539
				26,466,809

See notes to financial statements.

21

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Taiwan (13.1%):
Consumer Discretionary (0.5%):
Gourmet Master Co. Ltd. (a)		380,000	$	2,324,980
Topkey Corp.		88,000		495,739
				2,820,719
Financials (1.0%):
Yuanta Financial Holding Co. Ltd.		6,124,760		5,898,068
Industrials (1.6%):
China Airlines Ltd. (a)		4,172,000		2,854,202
Evergreen Marine Corp. Taiwan Ltd. (a)		931,000		6,576,670
				9,430,872
Information Technology (9.4%):
Hon Hai Precision Industry Co. Ltd.		968,000		3,886,876
MediaTek, Inc.		196,000		6,759,910
Nanya Technology Corp.		1,840,000		5,258,874
Taiwan Semiconductor Manufacturing Co. Ltd.		1,553,998		33,473,063
Walsin Technology Corp.		525,000		4,282,312
				53,661,035
Materials (0.6%):
Formosa Plastics Corp.		925,000		3,418,552
				75,229,246
Thailand (1.8%):
Energy (0.7%):
PTT PCL (c)		3,187,000		3,911,279
Financials (0.6%):
The Siam Commercial Bank PCL (c)		1,194,200		3,658,206
Real Estate (0.5%):
AP Thailand PCL		10,944,500		2,854,366
				10,423,851
Turkey (1.5%):
Communication Services (0.4%):
Turk Telekomunikasyon A/S		3,147,949		2,402,099
Consumer Staples (0.4%):
Anadolu Efes Biracilik Ve Malt Sanayii A/S		789,050		2,019,635
Industrials (0.4%):
Turkiye Sise ve Cam Fabrikalari A/S		2,676,719		2,351,882
Information Technology (0.3%):
Logo Yazilim Sanayi Ve Ticaret A/S		498,776		1,906,587
				8,680,203
United Kingdom (0.9%):
Materials (0.9%):
Anglo American PLC		134,479		5,350,733
Total Common Stocks (Cost $430,923,493)				567,143,954

See notes to financial statements.

22

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (1.3%)
United States (1.3%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d)		145,429	$	145,429
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d)		3,939,189		3,939,189
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d)		72,576		72,576
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d)		578,699		578,699
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d)		2,601,941		2,601,941
Total Collateral for Securities Loaned (Cost $7,337,834)				7,337,834
Total Investments (Cost $438,261,327) — 100.4%				574,481,788
Liabilities in excess of other assets — (0.4)%				(2,083,377	)
NET ASSETS — 100.00%			$	572,398,411

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $55,658,191 and amounted to 9.7% of net assets.

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

(d)  Rate disclosed is the daily yield on June 30, 2021.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

23

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Assets:
Investments, at value (Cost $339,004,338, $206,915,137 and $438,261,327)	$	411,949,856	(a)	$	275,445,784	(b)	$	574,481,788	(c)
Foreign currency, at value (Cost $525,936, $179,247 and $622,673)		524,344			179,087			621,888
Cash		8,142,000			3,886,101			11,638,811
Receivables:
Interest and dividends		536,894			461,779			1,002,633
Capital shares issued		49,274			571,370			264,969
Investments sold		1,569,901			832,494			4,498,704
Reclaims		820,684			105,119			4,861
From Adviser		73,804			194,050			254,716
Prepaid expenses		32,037			45,398			38,383
Total Assets		423,698,794			281,721,182			592,806,753
Liabilities:
Payables:
Collateral received on loaned securities		2,898,989			8,982,929			7,337,834
Investments purchased		3,649,720			1,239,990			10,934,566
Capital shares redeemed		57,909			269,043			284,534
To Custodian		—			—			120,008
Accrued foreign capital gains taxes		—			—			1,100,681
Accrued expenses and other payables:
Investment advisory fees		277,838			176,747			462,539
Administration fees		21,941			13,523			28,385
Custodian fees		8,764			7,492			46,821
Transfer agent fees		32,931			21,447			44,441
Compliance fees		209			110			263
12b-1 fees		3,526			7,243			10,482
Other accrued expenses		27,161			14,319			37,788
Total Liabilities		6,978,988			10,732,843			20,408,342
Net Assets:
Capital		332,690,782			196,155,398			420,303,768
Total accumulated earnings/(loss)		84,029,024			74,832,941			152,094,643
Net Assets	$	416,719,806		$	270,988,339		$	572,398,411
Net Assets
Class A	$	26,108,076		$	45,529,145		$	64,917,092
Class C		1,171,345			3,752,882			2,614,979
Class R		1,887,790			5,152,741			13,742,956
Class R6		270,038,620			70,854,467			160,786,762
Class Y		117,513,975			145,699,104			330,336,622
Total	$	416,719,806		$	270,988,339		$	572,398,411

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,739,985			2,338,416			2,379,233
Class C		108,714			200,265			129,340
Class R		135,003			212,124			538,589
Class R6		21,764,304			4,874,871			5,787,852
Class Y		7,937,375			7,538,159			12,014,060
Total		31,685,381			15,163,835			20,849,074
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	15.00		$	19.47		$	27.28
Class C (d)		10.77			18.74			20.22
Class R		13.98			24.29			25.52
Class R6		12.41			14.53			27.78
Class Y		14.81			19.33			27.50
Maximum Sales Charge — Class A		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	$	15.92		$	20.66		$	28.94

(a)  Includes $2,406,530 of securities on loan.

(b)  Includes $8,524,966 of securities on loan.

(c)  Includes $6,969,687 of securities on loan.

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

See notes to financial statements.

25

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Investment Income:
Dividends	$	8,361,914		$	3,135,863		$	5,511,777
Interest		338			48			698
Securities lending (net of fees)		12,877			8,721			9,049
Foreign tax withholding		(899,695	)		(262,763	)		(579,463	)
Total Income		7,475,434			2,881,869			4,942,061
Expenses:
Investment advisory fees		1,579,697			965,435			2,639,092
Administration fees		110,659			67,593			147,880
Sub-Administration fees		8,287			8,287			8,287
12b-1 fees — Class A		31,438			58,126			79,543
12b-1 fees — Class C		5,733			17,432			14,805
12b-1 fees — Class R		5,086			11,888			34,834
Custodian fees		28,462			22,327			155,787
Transfer agent fees — Class A		23,332			33,937			48,674
Transfer agent fees — Class C		888			2,436			2,042
Transfer agent fees — Class R		2,140			2,717			10,733
Transfer agent fees — Class R6		209			158			1,274
Transfer agent fees — Class Y		53,389			63,464			150,650
Trustees' fees		13,162			7,868			16,958
Compliance fees		1,420			824			1,855
Legal and audit fees		15,644			10,964			23,351
State registration and filing fees		34,284			43,379			38,900
Interfund lending fees		—			—			72
Other expenses		32,060			18,344			49,403
Total Expenses		1,945,890			1,335,179			3,424,140
Expenses waived/reimbursed by Adviser		(229,808	)		(537,651	)		(708,613	)
Net Expenses		1,716,082			797,528			2,715,527
Net Investment Income (Loss)		5,759,352			2,084,341			2,226,534
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		12,736,941			6,735,961			42,321,100
Foreign taxes on realized gains		—			(21,275	)		(230,452	)
Net change in unrealized appreciation/ depreciation on investment securities and foreign currency translations		24,033,548			20,449,481			7,593,220
Net change in accrued foreign taxes on unrealized gains		—			42,924			(768,800	)
Net realized/unrealized gains (losses) on investments		36,770,489			27,207,091			48,915,068
Change in net assets resulting from operations	$	42,529,841		$	29,291,432		$	51,141,602

See notes to financial statements.

26

Victory Portfolios Statements of Changes in Net Assets

	Victory RS International Fund						Victory RS Global Fund					Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)		Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)		Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	5,759,352		$	6,233,926		$	2,084,341	$	1,597,803		$	2,226,534	$	2,682,534
Net realized gains (losses) from investments		12,736,941			(8,724,622	)		6,714,686		(1,393,847	)		42,090,648		(8,613,532	)
Net change in unrealized appreciation/ depreciation on investments		24,033,548			28,956,558			20,492,405		29,593,557			6,824,420		60,954,839
Change in net assets resulting from operations		42,529,841			26,465,862			29,291,432		29,797,513			51,141,602		55,023,841
Distributions to Shareholders:
Class A		—			(274,567	)		—		(331,988	)		—		(535,962	)
Class C		—			(10,582	)		—		(1,968	)		—		(13,061	)
Class R		—			(18,299	)		—		(15,302	)		—		(104,197	)
Class R6		—			(4,128,368	)		—		(385,647	)		—		(1,356,685	)
Class Y		—			(1,376,768	)		—		(921,568	)		—		(3,274,466	)
Change in net assets resulting from distributions to shareholders		—			(5,808,584	)		—		(1,656,473	)		—		(5,284,371	)
Change in net assets resulting from capital transactions		(7,447,427	)		80,166,899			20,985,827		107,968,352			48,257,550		13,691,046
Change in net assets		35,082,414			100,824,177			50,277,259		136,109,392			99,399,152		63,430,516
Net Assets:
Beginning of period		381,637,392			280,813,215			220,711,080		84,601,688			472,999,259		409,568,743
End of period	$	416,719,806		$	381,637,392		$	270,988,339	$	220,711,080		$	572,398,411	$	472,999,259

(continues on next page)

See notes to financial statements.

27

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund						Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	2,924,310		$	5,891,859		$	4,558,410		$	27,939,328		$	6,197,512		$	6,957,366
Distributions reinvested		—			269,013			—			331,945			—			522,611
Cost of shares redeemed		(3,538,432	)		(6,074,845	)		(15,560,305	)		(9,924,361	)		(7,687,317	)		(16,658,257	)
Total Class A	$	(614,122	)	$	86,027		$	(11,001,895	)	$	18,346,912		$	(1,489,805	)	$	(9,178,280	)
Class C
Proceeds from shares issued	$	—		$	214,019		$	230,127		$	1,659,100		$	71,161		$	127,024
Distributions reinvested		—			10,582			—			1,968			—			13,061
Cost of shares redeemed		(189,634	)		(487,454	)		(375,655	)		(1,700,108	)		(1,017,754	)		(2,713,128	)
Total Class C	$	(189,634	)	$	(262,853	)	$	(145,528	)	$	(39,040	)	$	(946,593	)	$	(2,573,043	)
Class R
Proceeds from shares issued	$	107,170		$	518,709		$	239,809		$	1,990,563		$	628,399		$	1,471,645
Distributions reinvested		—			18,299			—			15,299			—			104,042
Cost of shares redeemed		(440,081	)		(1,230,005	)		(109,048	)		(602,183	)		(1,786,555	)		(3,568,641	)
Total Class R	$	(332,911	)	$	(692,997	)	$	130,761		$	1,403,679		$	(1,158,156	)	$	(1,992,954	)
Class R6
Proceeds from shares issued	$	3,203,106		$	73,968,309		$	19,335,036		$	41,962,795		$	43,305,065		$	46,226,922
Distributions reinvested		—			4,107,091			—			385,647			—			1,298,132
Cost of shares redeemed		(12,907,604	)		(19,424,029	)		(2,560,835	)		(752,758	)		(11,189,168	)		(19,463,001	)
Total Class R6	$	(9,704,498	)	$	58,651,371		$	16,774,201		$	41,595,684		$	32,115,897		$	28,062,053
Class Y
Proceeds from shares issued	$	19,877,256		$	71,266,377		$	27,308,173		$	68,083,654		$	53,403,979		$	107,294,571
Distributions reinvested		—			1,374,919			—			915,332			—			3,263,776
Cost of shares redeemed		(16,483,518	)		(50,255,945	)		(12,079,885	)		(22,337,869	)		(33,667,772	)		(111,185,077	)
Total Class Y	$	3,393,738		$	22,385,351		$	15,228,288		$	46,661,117		$	19,736,207		$	(626,730	)
Change in net assets resulting from capital transactions	$	(7,447,427	)	$	80,166,899		$	20,985,827		$	107,968,352		$	48,257,550		$	13,691,046

(continues on next page)

See notes to financial statements.

28

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund						Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		203,557			520,901			253,579			1,818,428			232,289			341,798
Reinvested		—			20,398			—			19,660			—			22,091
Redeemed		(243,802	)		(510,652	)		(872,069	)		(662,112	)		(290,213	)		(843,984	)
Total Class A		(40,245	)		30,647			(618,490	)		1,175,976			(57,924	)		(480,095	)
Class C
Issued		—			24,911			12,621			114,694			3,643			7,996
Reinvested		—			1,110			—			120			—			742
Redeemed		(18,970	)		(56,413	)		(21,569	)		(121,250	)		(51,746	)		(194,273	)
Total Class C		(18,970	)		(30,392	)		(8,948	)		(6,436	)		(48,103	)		(185,535	)
Class R
Issued		8,111			47,273			10,476			112,039			25,267			80,371
Reinvested		—			1,485			—			725			—			4,697
Redeemed		(31,866	)		(109,795	)		(4,817	)		(33,773	)		(71,688	)		(189,786	)
Total Class R		(23,755	)		(61,037	)		5,659			78,991			(46,421	)		(104,718	)
Class R6
Issued		271,958			7,441,337			1,426,822			3,654,266			1,594,862			2,177,920
Reinvested		—			377,160			—			30,626			—			54,021
Redeemed		(1,100,539	)		(1,925,957	)		(185,575	)		(62,426	)		(414,705	)		(954,262	)
Total Class R6		(828,581	)		5,892,540			1,241,247			3,622,466			1,180,157			1,277,679
Class Y
Issued		1,382,784			6,057,992			1,501,054			4,700,411			1,985,740			5,108,144
Reinvested		—			105,805			—			54,670			—			137,133
Redeemed		(1,180,393	)		(4,344,365	)		(674,722	)		(1,611,862	)		(1,253,330	)		(5,852,490	)
Total Class Y		202,391			1,819,432			826,332			3,143,219			732,410			(607,213	)
Change in Shares		(709,160	)		7,651,190			1,445,800			8,014,216			1,760,119			(99,882	)

See notes to financial statements.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS International Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	13.49		0.19		1.32			1.51			—			—			—
Year Ended: December 31, 2020	$	12.93		0.21		0.51			0.72			(0.13	)		(0.03	)		(0.16	)
December 31, 2019	$	10.63		0.26		2.05			2.31			—	(f)		(0.01	)		(0.01	)
December 31, 2018	$	12.12		0.23		(1.52	)		(1.29	)		(0.20	)		—			(0.20	)
December 31, 2017	$	9.84		0.19		2.29			2.48			(0.20	)		—			(0.20	)
December 31, 2016	$	9.78		0.16		(0.07	)		0.09			(0.17	)		—			(0.17	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	9.72		0.10		0.95			1.05			—			—			—
Year Ended: December 31, 2020	$	9.36		0.10		0.34			0.44			(0.05	)		(0.03	)		(0.08	)
December 31, 2019	$	7.76		0.12		1.49			1.61			—			(0.01	)		(0.01	)
December 31, 2018	$	8.89		0.11		(1.11	)		(1.00	)		(0.13	)		—			(0.13	)
December 31, 2017	$	7.26		0.08		1.68			1.76			(0.13	)		—			(0.13	)
December 31, 2016	$	7.26		0.07		(0.08	)		(0.01	)		(0.13	)		—			(0.13	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS International Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—	$	15.00		11.19	%		1.13	%		2.68	%		1.40	%	$	26,108		29	%
Year Ended: December 31, 2020		—	$	13.49		5.55	%		1.13	%		1.79	%		1.47	%	$	24,010		52	%
December 31, 2019		—	$	12.93		21.72	%		1.13	%		2.18	%		1.55	%	$	22,620		20	%
December 31, 2018		—	$	10.63		(10.65	)%		1.13	%		1.97	%		1.61	%	$	15,716		52	%
December 31, 2017		—	$	12.12		25.26	%		1.20	%		1.66	%		1.81	%	$	18,512		60	%
December 31, 2016		0.14	$	9.84		2.41	%(b)		1.40	%		1.64	%		1.95	%	$	16,799		103	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—	$	10.77		10.80	%		1.88	%		1.88	%		3.10	%	$	1,171		29	%
Year Ended: December 31, 2020		—	$	9.72		4.76	%		1.88	%		1.14	%		3.07	%	$	1,241		52	%
December 31, 2019		—	$	9.36		20.70	%		1.88	%		1.39	%		3.14	%	$	1,480		20	%
December 31, 2018		—	$	7.76		(11.24	)%		1.88	%		1.23	%		3.52	%	$	702		52	%
December 31, 2017		—	$	8.89		24.25	%		1.95	%		0.92	%		3.26	%	$	1,066		60	%
December 31, 2016		0.14	$	7.26		1.77	%(b)		2.15	%		0.97	%		3.05	%	$	1,228		103	%

(continues on next page)

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS International Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	12.58		0.16		1.24			1.40			—			—			—
Year Ended: December 31, 2020	$	12.07		0.18		0.45			0.63			(0.09	)		(0.03	)		(0.12	)
December 31, 2019	$	9.95		0.21		1.92			2.13			—			(0.01	)		(0.01	)
December 31, 2018	$	11.35		0.19		(1.42	)		(1.23	)		(0.17	)		—			(0.17	)
December 31, 2017	$	9.23		0.15		2.14			2.29			(0.17	)		—			(0.17	)
December 31, 2016	$	9.18		0.11		(0.06	)		0.05			(0.14	)		—			(0.14	)
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	11.14		0.17		1.10			1.27			—			—			—
Year Ended December 31, 2020	$	10.70		0.20		0.43			0.63			(0.16	)		(0.03	)		(0.19	)
May 2, 2019(f) through December 31, 2019	$	10.00		0.06		0.67			0.73			(0.02	)		(0.01	)		(0.03	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

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

(f)  Commencement of operations.

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS International Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—	$	13.98		11.13	%		1.38	%		2.44	%		2.18	%	$	1,888		29	%
Year Ended: December 31, 2020		—	$	12.58		5.21	%		1.38	%		1.60	%		2.24	%	$	1,998		52	%
December 31, 2019		—	$	12.07		21.37	%		1.38	%		1.87	%		2.32	%	$	2,652		20	%
December 31, 2018		—	$	9.95		(10.85	)%		1.38	%		1.73	%		2.31	%	$	1,786		52	%
December 31, 2017		—	$	11.35		24.85	%		1.48	%		1.39	%		2.48	%	$	2,522		60	%
December 31, 2016		0.14	$	9.23		2.06	%(b)		1.80	%		1.26	%		2.29	%	$	2,279		103	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)		—	$	12.41		11.40	%		0.83	%		2.96	%		0.91	%	$	270,039		29	%
Year Ended December 31, 2020		—	$	11.14		5.90	%		0.83	%		2.03	%		0.93	%	$	251,586		52	%
May 2, 2019(f) through December 31, 2019		—	$	10.70		7.24	%		0.83	%		0.92	%		0.97	%	$	178,695		20	%

(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)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory RS International Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	13.29		0.20		1.32			1.52			—			—			—
Year Ended: December 31, 2020	$	12.74		0.25		0.49			0.74			(0.16	)		(0.03	)		(0.19	)
December 31, 2019	$	10.47		0.22		2.08			2.30			(0.02	)		(0.01	)		(0.03	)
December 31, 2018	$	11.93		0.23		(1.47	)		(1.24	)		(0.22	)		—			(0.22	)
December 31, 2017	$	9.69		0.22		2.26			2.48			(0.24	)		—			(0.24	)
December 31, 2016	$	9.62		0.18		(0.06	)		0.12			(0.19	)		—			(0.19	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

(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.

34

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory RS International Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—	$	14.81		11.44	%		0.88	%		2.89	%		1.02	%	$	117,514		29	%
Year Ended: December 31, 2020		—	$	13.29		5.80	%		0.88	%		2.11	%		1.09	%	$	102,803		52	%
December 31, 2019		—	$	12.74		21.94	%		0.88	%		1.80	%		1.16	%	$	75,366		20	%
December 31, 2018		—	$	10.47		(10.38	)%		0.88	%		1.97	%		1.62	%	$	5,979		52	%
December 31, 2017		—	$	11.93		25.56	%		0.94	%		1.98	%		1.85	%	$	3,122		60	%
December 31, 2016		0.14	$	9.69		2.69	%(b)		1.15	%		1.93	%		1.80	%	$	2,626		103	%

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory RS Global Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	17.27		0.14		2.06			2.20			—			—			—
Year Ended: December 31, 2020	$	14.86		0.18		2.35			2.53			(0.11	)		(0.01	)		—
December 31, 2019	$	11.53		0.21		3.29			3.50			(0.16	)		(0.01	)		—
December 31, 2018	$	12.75		0.20		(0.90	)		(0.70	)		(0.16	)		(0.36	)		—
December 31, 2017	$	11.16		0.15		2.53			2.68			—			(1.00	)		(0.09	)
December 31, 2016	$	11.56		0.13		0.65			0.78			(0.03	)		(1.15	)		—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	16.68		0.07		1.99			2.06			—			—			—
Year Ended: December 31, 2020	$	14.38		0.07		2.24			2.31			—	(e)		(0.01	)		—
December 31, 2019	$	11.17		0.14		3.16			3.30			(0.08	)		(0.01	)		—
December 31, 2018	$	12.38		0.10		(0.87	)		(0.77	)		(0.08	)		(0.36	)		—
December 31, 2017	$	10.95		0.05		2.47			2.52			—			(1.00	)		(0.09	)
December 31, 2016	$	11.42		0.05		0.63			0.68			—			(1.15	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Global Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	19.47		12.74	%		0.85	%		1.50	%		1.37	%	$	45,529		30	%
Year Ended: December 31, 2020		(0.12	)	$	17.27		17.00	%		0.85	%		1.22	%		1.40	%	$	51,066		71	%
December 31, 2019		(0.17	)	$	14.86		30.36	%		0.85	%		1.51	%		1.53	%	$	26,471		46	%
December 31, 2018		(0.52	)	$	11.53		(5.45	)%		0.94	%		1.51	%		1.75	%	$	5,695		58	%
December 31, 2017		(1.09	)	$	12.75		24.48	%		1.17	%		1.24	%		1.90	%	$	3,456		187	%
December 31, 2016		(1.18	)	$	11.16		6.67	%		1.40	%		1.12	%		1.71	%	$	5,366		184	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	18.74		12.35	%		1.60	%		0.77	%		2.43	%	$	3,753		30	%
Year Ended: December 31, 2020		(0.01	)	$	16.68		16.06	%		1.60	%		0.48	%		2.53	%	$	3,491		71	%
December 31, 2019		(0.09	)	$	14.38		29.52	%		1.60	%		1.07	%		2.59	%	$	3,101		46	%
December 31, 2018		(0.44	)	$	11.17		(6.20	)%		1.70	%		0.79	%		2.59	%	$	2,358		58	%
December 31, 2017		(1.09	)	$	12.38		23.47	%		1.91	%		0.41	%		3.00	%	$	2,167		187	%
December 31, 2016		(1.15	)	$	10.95		5.92	%		2.16	%		0.41	%		2.44	%	$	1,270		184	%

(continues on next page)

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory RS Global Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	21.57		0.14		2.58			2.72			—			—			—
Year Ended: December 31, 2020	$	18.55		0.18		2.92			3.10			(0.07	)		(0.01	)		—
December 31, 2019	$	14.37		0.25		4.07			4.32			(0.13	)		(0.01	)		—
December 31, 2018	$	15.76		0.20		(1.10	)		(0.90	)		(0.13	)		(0.36	)		—
December 31, 2017	$	13.62		0.05		3.18			3.23			—			(1.00	)		(0.09	)
December 31, 2016	$	11.50		0.09		3.43			3.52			(0.25	)		(1.15	)		—
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	12.87		0.13		1.53			1.66			—			—			—
Year Ended December 31, 2020	$	11.07		0.08		1.83			1.91			(0.10	)		(0.01	)		—
May 2, 2019(f) through December 31, 2019	$	10.00		0.13		1.12			1.25			(0.17	)		(0.01	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  Commencement of operations.

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Global Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	24.29		12.61	%		1.10	%		1.27	%		1.78	%	$	5,153		30	%
Year Ended: December 31, 2020		(0.08	)	$	21.57		16.70	%		1.10	%		0.98	%		1.93	%	$	4,454		71	%
December 31, 2019		(0.14	)	$	18.55		30.10	%		1.10	%		1.53	%		2.34	%	$	2,365		46	%
December 31, 2018		(0.49	)	$	14.37		(5.68	)%		1.20	%		1.25	%		2.34	%	$	1,920		58	%
December 31, 2017		(1.09	)	$	15.76		24.09	%		1.61	%		0.38	%		2.76	%	$	2,281		187	%
December 31, 2016		(1.40	)	$	13.62		30.57	%(e)		1.68	%		0.74	%		1.81	%	$	9,213		184	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)		—		$	14.53		12.90	%		0.55	%		1.85	%		0.93	%	$	70,854		30	%
Year Ended December 31, 2020		(0.11	)	$	12.87		17.27	%		0.55	%		0.64	%		1.16	%	$	46,776		71	%
May 2, 2019(f) through December 31, 2019		(0.18	)	$	11.07		12.47	%		0.55	%		1.85	%		28.85	%	$	124		46	%

(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)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory RS Global Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	17.12		0.16		2.05			2.21			—			—			—
Year Ended: December 31, 2020	$	14.72		0.20		2.34			2.54			(0.13	)		(0.01	)		—
December 31, 2019	$	11.42		0.26		3.24			3.50			(0.19	)		(0.01	)		—
December 31, 2018	$	12.63		0.23		(0.89	)		(0.66	)		(0.19	)		(0.36	)		—
December 31, 2017	$	11.04		0.18		2.50			2.68			—			(1.00	)		(0.09	)
December 31, 2016	$	11.60		0.15		0.67			0.82			(0.23	)		(1.15	)		—

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

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

(c)  Annualized for periods less than one year.

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

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory RS Global Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	19.33		12.91	%		0.60	%		1.79	%		1.03	%	$	145,699		30	%
Year Ended: December 31, 2020		(0.14	)	$	17.12		17.27	%		0.60	%		1.38	%		1.10	%	$	114,925		71	%
December 31, 2019		(0.20	)	$	14.72		30.69	%		0.60	%		1.95	%		1.17	%	$	52,541		46	%
December 31, 2018		(0.55	)	$	11.42		(5.17	)%		0.70	%		1.80	%		1.20	%	$	25,544		58	%
December 31, 2017		(1.09	)	$	12.63		24.75	%		0.88	%		1.44	%		1.32	%	$	24,657		187	%
December 31, 2016		(1.38	)	$	11.04		7.01	%		1.09	%		1.30	%		1.36	%	$	13,430		184	%

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	24.70		0.07			2.51			2.58			—			—			—
Year Ended: December 31, 2020	$	21.37		0.10			3.45			3.55			(0.22	)		—			(0.22	)
December 31, 2019	$	17.45		0.37			3.65			4.02			(0.10	)		—			(0.10	)
December 31, 2018	$	22.52		0.24			(4.54	)		(4.30	)		(0.13	)		(0.64	)		(0.77	)
December 31, 2017	$	15.98		0.16			6.55			6.71			(0.17	)		—			(0.17	)
December 31, 2016	$	14.60		0.11			1.38			1.49			(0.15	)		—			(0.15	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	18.38		(0.04	)		1.88			1.84			—			—			—
Year Ended: December 31, 2020	$	15.94		(0.07	)		2.58			2.51			(0.07	)		—			(0.07	)
December 31, 2019	$	13.06		0.14			2.74			2.88			—			—			—
December 31, 2018	$	17.07		0.05			(3.42	)		(3.37	)		—	(f)		(0.64	)		(0.64	)
December 31, 2017	$	12.17		—	(f)		4.97			4.97			(0.07	)		—			(0.07	)
December 31, 2016	$	11.20		(0.01	)		1.05			1.04			(0.11	)		—			(0.11	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

(g)  Amount is less than 0.005%.

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—	$	27.28		10.45	%		1.34	%		0.50	%		1.58	%	$	64,917		50	%
Year Ended: December 31, 2020		—	$	24.70		16.73	%		1.34	%		0.47	%		1.64	%	$	60,206		109	%
December 31, 2019		—	$	21.37		22.96	%		1.34	%		1.95	%		1.62	%	$	62,346		96	%
December 31, 2018		—	$	17.45		(19.08	)%		1.34	%		1.11	%		1.61	%	$	56,823		118	%
December 31, 2017		—	$	22.52		42.08	%		1.54	%		0.80	%		1.66	%	$	76,485		113	%
December 31, 2016		0.04	$	15.98		10.50	%(b)		1.65	%		0.73	%		1.67	%	$	61,767		120	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—	$	20.22		10.01	%		2.14	%		(0.38	)%		2.69	%	$	2,615		50	%
Year Ended: December 31, 2020		—	$	18.38		15.79	%		2.14	%		(0.45	)%		2.69	%	$	3,261		109	%
December 31, 2019		—	$	15.94		22.05	%		2.14	%		0.99	%		2.48	%	$	5,787		96	%
December 31, 2018		—	$	13.06		(19.75	)%		2.14	%		0.31	%		2.40	%	$	10,141		118	%
December 31, 2017		—	$	17.07		40.96	%		2.34	%		—	%(g)		2.46	%	$	15,854		113	%
December 31, 2016		0.04	$	12.17		9.62	%(b)		2.45	%		(0.09	)%		2.48	%	$	12,273		120	%

(continues on next page)

See notes to financial statements.

43

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory Sophus Emerging Markets Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	23.13		0.03		2.36			2.39			—			—			—
Year Ended: December 31, 2020	$	20.03		0.05		3.23			3.28			(0.18	)		—			(0.18	)
December 31, 2019	$	16.37		0.31		3.41			3.72			(0.06	)		—			(0.06	)
December 31, 2018	$	21.18		0.18		(4.26	)		(4.08	)		(0.09	)		(0.64	)		(0.73	)
December 31, 2017	$	15.03		0.09		6.17			6.26			(0.11	)		—			(0.11	)
December 31, 2016	$	13.76		0.07		1.30			1.37			(0.14	)		—			(0.14	)
Class R6
Six Months Ended June 30, 2021 (Unaudited)	$	25.10		0.14		2.54			2.68			—			—			—
Year Ended: December 31, 2020	$	21.68		0.20		3.52			3.72			(0.30	)		—			(0.30	)
December 31, 2019	$	17.68		0.52		3.65			4.17			(0.17	)		—			(0.17	)
December 31, 2018	$	22.81		0.34		(4.62	)		(4.28	)		(0.21	)		(0.64	)		(0.85	)
December 31, 2017	$	16.16		0.34		6.57			6.91			(0.26	)		—			(0.26	)
November 15, 2016(f) through December 31, 2016	$	15.91		0.04		0.25			0.29			(0.04	)		—			(0.04	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

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

(f)  Commencement of operations.

See notes to financial statements.

44

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory Sophus Emerging Markets Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—	$	25.52		10.33	%		1.58	%		0.24	%		1.89	%	$	13,743		50	%
Year Ended: December 31, 2020		—	$	23.13		16.46	%		1.58	%		0.25	%		1.95	%	$	13,531		109	%
December 31, 2019		—	$	20.03		22.64	%		1.58	%		1.71	%		1.94	%	$	13,817		96	%
December 31, 2018		—	$	16.37		(19.24	)%		1.58	%		0.89	%		1.91	%	$	12,505		118	%
December 31, 2017		—	$	21.18		41.69	%		1.83	%		0.50	%		2.00	%	$	17,875		113	%
December 31, 2016		0.04	$	15.03		10.26	%(b)		1.87	%		0.50	%		1.87	%	$	15,923		120	%
Class R6
Six Months Ended June 30, 2021 (Unaudited)		—	$	27.78		10.68	%		0.89	%		1.01	%		1.16	%	$	160,787		50	%
Year Ended: December 31, 2020		—	$	25.10		17.28	%		0.89	%		0.95	%		1.21	%	$	115,637		109	%
December 31, 2019		—	$	21.68		23.55	%		0.89	%		2.69	%		1.22	%	$	72,196		96	%
December 31, 2018		—	$	17.68		(18.73	)%		0.89	%		1.59	%		1.24	%	$	29,228		118	%
December 31, 2017		—	$	22.81		42.77	%		1.03	%		1.66	%		1.39	%	$	18,762		113	%
November 15, 2016(f) through December 31, 2016		—	$	16.16		1.81	%(b)		1.16	%		1.79	%		21.70	%	$	64		120	%

(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)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
Victory Sophus Emerging Markets Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	24.85		0.12		2.53			2.65			—			—			—
Year Ended: December 31, 2020	$	21.48		0.16		3.50			3.66			(0.29	)		—			(0.29	)
December 31, 2019	$	17.54		0.45		3.65			4.10			(0.16	)		—			(0.16	)
December 31, 2018	$	22.64		0.35		(4.61	)		(4.26	)		(0.20	)		(0.64	)		(0.84	)
December 31, 2017	$	16.05		0.21		6.62			6.83			(0.24	)		—			(0.24	)
December 31, 2016	$	14.61		0.18		1.37			1.55			(0.15	)		—			(0.15	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 1.45% for the period shown.

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

(d)  Annualized for periods less than one year.

(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.

46

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

								Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)		Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory Sophus Emerging Markets Fund
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—	$	27.50		10.66	%		0.99	%		0.88	%		1.26	%	$	330,337		50	%
Year Ended: December 31, 2020		—	$	24.85		17.10	%		0.99	%		0.79	%		1.31	%	$	280,364		109	%
December 31, 2019		—	$	21.48		23.40	%		0.99	%		2.32	%		1.30	%	$	255,423		96	%
December 31, 2018		—	$	17.54		(18.77	)%		0.99	%		1.64	%		1.30	%	$	178,132		118	%
December 31, 2017		—	$	22.64		42.59	%		1.18	%		1.07	%		1.33	%	$	100,902		113	%
December 31, 2016		0.04	$	16.05		10.86	%(b)		1.32	%		1.17	%		1.38	%	$	60,277		120	%

See notes to financial statements.

47

Victory Portfolios Notes to Financial Statements
June 30, 2021

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 41 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

The accompanying financial statements are those of the following three Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

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

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. A Fund's 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 Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification 946.

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

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

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

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

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

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

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

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

A summary of the valuations as of June 30, 2021, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS International Fund
Common Stocks	$	—	$	405,007,084	$	—	$	405,007,084
Exchange-Traded Funds		4,043,783		—		—		4,043,783
Collateral for Securities Loaned		2,898,989		—		—		2,898,989
Total	$	6,942,772	$	405,007,084	$	—	$	411,949,856
RS Global Fund
Common Stocks	$	162,466,475	$	103,202,646	$	—	$	265,669,121
Exchange-Traded Funds		793,734		—		—		793,734
Collateral for Securities Loaned		8,982,929		—		—		8,982,929
Total	$	172,243,138	$	103,202,646	$	—	$	275,445,784
Sophus Emerging Markets Fund
Common Stocks	$	129,099,249	$	438,044,705	$	—	$	567,143,954
Collateral for Securities Loaned		7,337,834		—		—		7,337,834
Total	$	136,437,083	$	438,044,705	$	—	$	574,481,788

For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

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Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Funds may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Funds 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.

Foreign Exchange Currency Contracts:

Certain Funds may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by a Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Funds do not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Funds' foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. The Funds enter into foreign exchange currency contracts solely for spot or forward hedging purposes, and not for speculative purposes (i.e., the Funds do not enter into such contracts solely for the purpose of earning foreign currency gains). Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Funds record realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Funds could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of June 30, 2021, the Funds had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis

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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"). 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 on 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 Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.

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

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Assets (Value of Securities on Loan)		Collateral Received*		<30 Days		Between 30 & 90 days		>90 Days		Net Amount
RS International Fund	$	2,406,530	$	2,406,530	$	—	$	—	$	—	$	—
RS Global Fund		8,524,966		8,524,966		—		—		—		—
Sophus Emerging Markets Fund		6,969,687		6,969,687		—		—		—		—

*  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 on the Statements of Assets and Liabilities.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are

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translated into U.S. dollars at the exchange rates on the date of the transactions. The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Funds invest.

Federal Income Taxes:

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

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Funds are charged to the Funds, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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, 12b-1 fees, and printing 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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows.

	Excluding U.S. Government Securities
	Purchases		Sales
RS International Fund	$	112,961,642	$	111,291,382
RS Global Fund		95,243,596		71,418,323
Sophus Emerging Markets Fund		306,783,312		258,096,839

For the six months ended June 30, 2021, there were no purchases or sales of U.S. Government Securities.

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4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees 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.

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

Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Funds are shown in the table below:

Assets up to $15 billion	Assets $15 billion — $30 billion	Assets over $30 billion
0.08%, plus	0.05%, plus	0.04%

Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

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

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Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee as shown in the table below:

	Class A			Class C			Class R			Class R6			Class Y
RS International Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%
RS Global Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%
Sophus Emerging Markets Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%

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 C, and Class R. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sale of the Class A. For the six months ended June 30, 2021, the Distributor received approximately $1,760 from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

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. Acquired fund fees and expense, interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2022
	Class A			Class C			Class R			Class R6			Class Y
RS International Fund		1.13	%		1.88	%		1.38	%		0.83	%		0.88	%
RS Global Fund		0.85	%		1.60	%		1.10	%		0.55	%		0.60	%
Sophus Emerging Markets Fund		1.34	%		2.14	%		1.58	%		0.89	%		0.99	%

Under the terms of the expense limitation agreements, amended May 1, 2021, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Funds were permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of June 30, 2021, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at June 30, 2021.

	Expires 2021		Expires 2022		Expires 2022		Expires 2024		Total
RS International Fund	$	78,904	$	266,869	$	491,864	$	229,808	$	1,067,445
RS Global Fund		129,522		359,812		690,062		537,651		1,717,047
Sophus Emerging Markets Fund		522,270		1,124,230		1,137,721		708,613		3,492,834

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The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, legal counsel and Distributor.

5. Risks:

The Funds may be subject to other risks in addition to these identified risks.

Equity Risk — 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.

Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

Emerging Markets Risk — The risks related to investing in foreign securities are generally greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. The risks of investing in emerging markets include the risks of illiquidity, increased price volatility, smaller market capitalizations, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, substantial economic and political disruptions and the nationalization of foreign deposits or assets.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value

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of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets, and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit during the six months ended June 30, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized or participated in the Facility during the six months ended June 30, 2021, were as follows:

	Borrower or Lender	Amount Outstanding at June 30, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate			Maximum Borrowing During the Period
Sophus Emerging Markets Fund	Borrower	$	—	$	1,570,000		3		0.56	%	$	1,570,000

*  For the six months ended June 30, 2021, based on the number of days borrowings were outstanding.

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7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

	Declared	Paid
RS International Fund	Annually	Annually
RS Global Fund	Annually	Annually
Sophus Emerging Markets Fund	Annually	Annually

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.

As of the tax year ended December 31, 2020, the Funds had net capital loss carryforwards as shown in the table below. It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

	Short-Term Amount		Long-Term Amount		Total
RS International Fund	$	2,778,208	$	—	$	2,778,208
RS Global Fund		26,270,363		—		26,270,363
Sophus Emerging Markets Fund		127,143		48,808		175,951

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds use 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 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21-6/30/21*		Hypothetical Expenses Paid During Period 1/1/21-6/30/21*		Annualized Expense Ratio During Period 1/1/21-6/30/21
RS International Fund
Class A	$	1,000.00	$	1,111.90	$	1,019.19	$	5.92	$	5.66		1.13	%
Class C		1,000.00		1,108.00		1,015.47		9.83		9.39		1.88	%
Class R		1,000.00		1,111.30		1,017.95		7.22		6.90		1.38	%
Class R6		1,000.00		1,114.00		1,020.68		4.35		4.16		0.83	%
Class Y		1,000.00		1,114.40		1,020.43		4.61		4.41		0.88	%
RS Global Fund
Class A		1,000.00		1,127.40		1,020.58		4.48		4.26		0.85	%
Class C		1,000.00		1,123.50		1,016.86		8.42		8.00		1.60	%
Class R		1,000.00		1,126.10		1,019.34		5.80		5.51		1.10	%
Class R6		1,000.00		1,129.00		1,022.07		2.90		2.76		0.55	%
Class Y		1,000.00		1,129.10		1,021.82		3.17		3.01		0.60	%

58

Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21-6/30/21*		Hypothetical Expenses Paid During Period 1/1/21-6/30/21*		Annualized Expense Ratio During Period 1/1/21-6/30/21
Sophus Emerging Markets Fund
Class A	$	1,000.00	$	1,104.50	$	1,018.15	$	6.99	$	6.71		1.34	%
Class C		1,000.00		1,100.10		1,014.18		11.14		10.69		2.14	%
Class R		1,000.00		1,103.30		1,016.96		8.24		7.90		1.58	%
Class R6		1,000.00		1,106.80		1,020.38		4.65		4.46		0.89	%
Class Y		1,000.00		1,106.60		1,019.89		5.17		4.96		0.99	%

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

59

Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

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 Investment Company Act of 1940, as amended. 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 Victory Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital 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, Victory Capital 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 Victory Capital. Victory Capital 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.

At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital 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 Victory Capital 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 that the Fund reasonably expects 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 Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

60

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

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

VPRSIF-SAR (6/21)

June 30, 2021

Semi Annual Report

Victory INCORE Investment Quality Bond Fund

Victory INCORE Low Duration Bond Fund

Victory High Yield Fund

Victory Tax-Exempt Fund

Victory High Income Municipal Bond Fund

Victory Floating Rate Fund

Victory Strategic Income Fund

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

Investment Objective and Portfolio Holdings	4
Schedules of Portfolio Investments
Victory INCORE Investment Quality Bond Fund	11
Victory INCORE Low Duration Bond Fund	20
Victory High Yield Fund	28
Victory Tax-Exempt Fund	35
Victory High Income Municipal Bond Fund	39
Victory Floating Rate Fund	44
Strategic Income Fund	54
Financial Statements
Statements of Assets and Liabilities	60
Statements of Operations	63
Statements of Changes in Net Assets	66
Financial Highlights	74
Notes to Financial Statements	92
Supplemental Information	109
Proxy Voting and Portfolio Holdings Information	109
Expense Examples	109
Liquidity Risk Management Program	111
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

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 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the 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)

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

This page is intentionally left blank.

3

Victory Portfolios
Victory INCORE Investment Quality Bond Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide a high level of current income and capital appreciation without undue risk to principal.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

4

Victory Portfolios
Victory INCORE Low Duration Bond Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide a high level of current income consistent with preservation of capital.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

5

Victory Portfolios
Victory High Yield Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide current income. Capital appreciation is a secondary objective.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

6

Victory Portfolios
Victory Tax-Exempt Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to maximize current income exempt from federal income taxes, consistent with the preservation of capital.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

Victory Portfolios
Victory High Income Municipal Bond Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide a high current income exempt from federal income taxes with a secondary objective of capital appreciation.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

8

Victory Portfolios
Victory Floating Rate Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide a high level of current income.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien	1.5	%
The Michaels Cos., Inc., Term B Loans, First Lien	1.4	%
Jo-Ann Stores LLC, Loan, First Lien	1.3	%
ACProducts, Inc. Initial Term Loans, First Lien	1.3	%
Jo-Ann Stores LLC, Term Loan B, First Lien	1.3	%
iHeartCommunications, Inc., Term Loans, First Lien	1.1	%
U.S. Renal Care, Inc., Initial Term Loan, First Lien	1.1	%
CP ATLAS BUYER, Inc., Term B Loans, First Lien	1.1	%
Delta 2 (Lux) S.a.r.l., New Term Loan B, First Lien	1.0	%
PetSmart, Inc., Initial Term Loans, First Lien	1.0	%

Sector Allocation*

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

9

Victory Portfolios
Victory Strategic Income Fund June 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide a high current income with a secondary objective of capital appreciation.

Asset Allocation*:

June 30, 2021

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

10

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (3.0%)
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 12/15/24 @ 100	$	125,000	$	125,531
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 7/16/24 @ 100		105,000		104,674
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 6/20/24 @ 100 (a) (b)		287,000		287,163
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 9/15/24 @ 100 (a)		142,000		141,838
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 8/15/24 @ 100 (a)		136,000		135,983
Total Asset-Backed Securities (Cost $794,915)				795,189
Collateralized Mortgage Obligations (1.0%)
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100		130,000		135,887
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53, Callable 2/15/30 @ 100		117,000		124,342
Total Collateralized Mortgage Obligations (Cost $254,249)				260,229
Preferred Stocks (3.5%)
Financials (1.4%):
AMG Capital Trust II, 10/15/37, 5.15%		1,475		88,653
Bank of America Corp., Series L, 7.25% (c)		77		109,032
KKR & Co., Inc., Series C, 9/15/23, 6.00% (d)		865		66,657
Wells Fargo & Co., Series L, 7.50% (c)		75		114,466
				378,808
Health Care (0.1%):
Danaher Corp., Series B, 4/15/23, 5.00% (d)		17		25,080
Industrials (0.5%):
Stanley Black & Decker, Inc., 11/15/22, 5.25% (d)		981		118,436
Utilities (1.5%):
American Electric Power Co., Inc., 8/15/23, 6.13%		655		33,562
Dominion Energy, Inc., Series A, 6/1/22, 7.25%		1,090		105,872
DTE Energy Co., 11/1/22, 6.25%		1,476		72,959
NextEra Energy, Inc., 3/1/23, 5.27%		2,390		117,014
The Southern Co., Series 2019, 8/1/22, 6.75%		1,677		84,906
				414,313
Total Preferred Stocks (Cost $895,165)				936,637
Corporate Bonds (54.7%)
Communication Services (2.6%):
Alphabet, Inc., 2.05%, 8/15/50, Callable 2/15/50 @ 100	$	50,000		44,254
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (b)		46,000		52,213
1.65%, 2/1/28, Callable 12/1/27 @ 100		51,000		50,621
5.15%, 11/15/46, Callable 5/15/46 @ 100 (b)		126,000		161,398

See notes to financial statements.

11

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
CenturyLink, Inc., 6.75%, 12/1/23	$	50,000	$	55,425
Comcast Corp. 3.45%, 2/1/50, Callable 8/1/49 @ 100		70,000		75,826
2.80%, 1/15/51, Callable 7/15/50 @ 100		56,000		53,894
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a)		62,000		62,723
Verizon Communications, Inc. 3.38%, 2/15/25 (b)		38,000		41,285
3.55%, 3/22/51, Callable 9/22/50 @ 100 (b)		90,000		96,170
				693,809
Consumer Discretionary (8.6%):
Aptiv PLC, 5.40%, 3/15/49, Callable 9/15/48 @ 100 (d)		70,000		95,023
Booking Holdings, Inc. 0.90%, 9/15/21		10,000		10,875
0.75%, 5/1/25		75,000		106,251
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 (b)		315,000		330,344
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81		48,000		51,858
Darden Restaurants, Inc., 3.85%, 5/1/27, Callable 2/1/27 @ 100 (b)		75,000		83,287
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100		87,000		92,436
2/15/26 (a) (d)		71,000		76,858
General Motors Co., 4.88%, 10/2/23 (b)		96,000		104,497
Hasbro, Inc., 2.60%, 11/19/22		130,000		133,697
Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44		48,000		51,356
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44		55,000		57,385
Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100		18,000		19,354
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100		93,000		107,638
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100		142,000		151,308
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100		27,000		30,789
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		43,000		42,520
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100		100,000		119,838
NVR, Inc. 3.95%, 9/15/22, Callable 6/15/22 @ 100 (b)		126,000		130,124
3.00%, 5/15/30, Callable 11/15/29 @ 100		118,000		125,047
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (d)		100,000		116,857
Ross Stores, Inc. 3.38%, 9/15/24, Callable 6/15/24 @ 100		70,000		74,200
0.88%, 4/15/26, Callable 3/15/26 @ 100		53,000		51,916
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100		80,000		80,709
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100		73,000		72,934
				2,317,101
Consumer Staples (2.7%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (a)		156,000		155,644
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (b)		34,000		38,461
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100		75,000		86,716
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100		52,000		64,945
Hormel Foods Corp., 1.80%, 6/11/30, Callable 3/11/30 @ 100		160,000		158,843
Molson Coors Beverage Co., 4.20%, 7/15/46, Callable 1/15/46 @ 100		42,000		46,748

See notes to financial statements.

12

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100	$	92,000	$	111,078
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100		39,000		51,452
				713,887
Energy (4.2%):
Chevron USA, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100		135,000		153,904
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (b)		113,000		117,852
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100		65,000		86,838
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (b)		39,000		40,717
HollyFrontier Corp., 2.63%, 10/1/23 (d)		116,000		120,038
Marathon Oil Corp., 6.60%, 10/1/37		105,000		139,821
Phillips 66 Partners LP, 4.90%, 10/1/46, Callable 4/1/46 @ 100		90,000		107,045
Pioneer Natural Resources Co. 0.25%, 5/15/25		65,000		103,680
1.90%, 8/15/30, Callable 5/15/30 @ 100		109,000		105,045
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (b)		120,000		123,169
Valero Energy Corp., 4.00%, 4/1/29, Callable 1/1/29 @ 100 (b)		24,000		26,798
				1,124,907
Financials (12.0%):
Aflac, Inc. 2.88%, 10/15/26, Callable 7/15/26 @ 100		185,000		199,034
4.75%, 1/15/49, Callable 7/15/48 @ 100 (d)		20,000		26,324
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100		55,000		60,687
Ares Capital Corp., 4.63%, 3/1/24		110,000		120,745
Bank of America Corp. 4.20%, 8/26/24, MTN (b)		51,000		55,977
3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN		100,000		108,474
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (b)		72,000		77,573
Cincinnati Financial Corp., 6.13%, 11/1/34		100,000		136,559
Citigroup, Inc. 3.88%, 3/26/25		35,000		38,413
4.60%, 3/9/26 (b)		36,000		41,007
4.45%, 9/29/27 (b)		63,000		71,952
3.88% (LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (e)		51,000		58,533
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100		55,000		56,099
3.65%, 1/25/24, Callable 12/25/23 @ 100 (b)		261,000		279,727
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100		200,000		212,678
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100		49,000		52,051
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100		110,000		108,676
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (b)		170,000		183,168
5.60%, 7/15/41		52,000		72,857
Level 3 Financing, Inc., 3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a)		75,000		72,934
Morgan Stanley 4.88%, 11/1/22 (b)		144,000		152,350
3.13%, 7/27/26, MTN (b)		280,000		303,125
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100		42,000		44,611
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		40,000		46,072

See notes to financial statements.

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Security Description	Principal Amount			Value
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100	$	164,000		$	175,042
Unum Group 4.00%, 6/15/29, Callable 3/15/29 @ 100		92,000			103,412
4.13%, 6/15/51, Callable 12/15/50 @ 100		67,000			67,614
Wells Fargo & Co. 4.30%, 7/22/27, MTN (b)		180,000			205,114
4.90%, 11/17/45 (b)		80,000			102,399
					3,233,207
Health Care (5.2%):
AbbVie, Inc. 3.20%, 11/21/29, Callable 8/21/29 @ 100		66,000			71,633
4.45%, 5/14/46, Callable 11/14/45 @ 100		62,000			75,098
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100		70,000			84,886
Anthem, Inc. 2.38%, 1/15/25, Callable 12/15/24 @ 100		65,000			68,058
2.75%, 10/15/42		20,000			107,738
Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 (b)		220,000			246,444
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13		73,000			77,010
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100		73,000			82,321
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (a)		114,000			113,382
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (b)		65,000			67,134
Illumina, Inc., 8/15/23 (d)		85,000			108,031
Merck & Co., Inc., 2.45%, 6/24/50, Callable 12/24/49 @ 100		59,000			55,615
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100		91,000			104,435
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100		63,000			57,431
Universal Health Services, Inc., 2.65%, 10/15/30, Callable 7/15/30 @ 100 (a)		44,000			44,216
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (a)		40,000			40,806
					1,404,238
Industrials (6.7%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		105,000			104,103
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100		120,000	��		119,424
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		58,000			60,510
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100		85,000			90,050
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (b)		130,000			134,882
Fortive Corp., 0.88%, 2/15/22		120,000			120,392
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (b)		195,000			217,027
Norfolk Southern Corp., 2.30%, 5/15/31, Callable 2/15/31 @ 100		100,000			101,339
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100		60,000			63,565
Rockwell Automation, Inc. 3.50%, 3/1/29, Callable 12/1/28 @ 100		65,000			72,868
6.25%, 12/1/37		60,000			84,901
Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100 (b)		149,000			159,348
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)		57,000			56,389
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100		56,000			68,701
Southwest Airlines Co., 1.25%, 5/1/25		75,000			113,631
The Boeing Co., 2.20%, 2/4/26, Callable 2/4/23 @ 100 (b)		170,000			171,607
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (b)		60,000			72,482
					1,811,219

See notes to financial statements.

14

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  (Unaudited)

Security Description	Principal Amount		Value
Information Technology (6.0%):
Akamai Technologies, Inc., 0.13%, 5/1/25	$	35,000	$	45,847
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100		53,000		70,325
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (b)		57,000		60,887
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100		123,000		145,386
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (b)		153,000		168,275
Citrix Systems, Inc., 1.25%, 3/1/26, Callable 2/1/26 @ 100		106,000		104,793
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (d)		100,000		114,911
Intel Corp., 3.40%, 3/25/25, Callable 2/25/25 @ 100		102,000		111,348
Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100 (b)		59,000		68,621
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (b)		167,000		201,963
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (a)		38,000		39,530
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100		70,000		72,026
ServiceNow, Inc., 6/1/22		2,000		8,133
Square, Inc., 0.25%, 11/1/27 (a) (d)		20,000		23,277
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100		51,000		64,644
Vishay Intertechnology, Inc., 2.25%, 6/15/25		20,000		21,045
VMware, Inc., 2.95%, 8/21/22, Callable 7/21/22 @ 100		170,000		174,442
Western Digital Corp., 1.50%, 2/1/24		110,000		117,401
				1,612,854
Materials (0.5%):
Celanese US Holdings LLC, 4.63%, 11/15/22 (b)		100,000		105,396
Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100		37,000		38,269
				143,665
Real Estate (3.2%):
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (b)		285,000		294,402
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (a)		48,000		50,830
Kite Realty Group LP, 0.75%, 4/1/27 (a)		10,000		10,497
Physicians Realty LP, 3.95%, 1/15/28, Callable 10/15/27 @ 100		60,000		65,890
Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100		58,000		59,009
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100		49,000		59,380
Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100		155,000		165,170
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100		65,000		73,159
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100		80,000		80,799
				859,136
Utilities (3.0%):
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100		100,000		96,234
American Water Capital Corp., 2.80%, 5/1/30, Callable 2/1/30 @ 100		55,000		58,302
CenterPoint Energy, Inc., 4.57%, 9/15/29		455		29,748
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37		110,000		154,380
NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100 (b)		145,000		149,876
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100		105,000		135,161
Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100		65,000		75,844
Vistra Operations Co. LLC, 3.70%, 1/30/27, Callable 11/30/26 @ 100 (a)		109,000		116,449
				815,994
Total Corporate Bonds (Cost $14,018,058)				14,730,017

See notes to financial statements.

15

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Residential Mortgage-Backed Securities (0.2%)
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 1.41% (LIBOR01M+132bps), 10/25/32, Callable 7/25/21 @ 100 (e)	$	59,497	$	59,836
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 7/25/21 @ 100 (b)		3,690		2,667
Total Residential Mortgage-Backed Securities (Cost $62,018)				62,503
Yankee Dollars (11.2%)
Communication Services (0.4%):
Vodafone Group PLC, 5.25%, 5/30/48		89,000		116,666
Consumer Staples (4.4%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (a)		275,000		298,701
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b)		400,000		414,432
Suntory Holdings Ltd. 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b)		258,000		263,056
2.25%, 10/16/24, Callable 9/16/24 @ 100 (a)		200,000		207,550
				1,183,739
Energy (0.9%):
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100		65,000		67,346
Ecopetrol SA, 5.88%, 9/18/23 (b)		133,000		144,050
Statoil ASA, 3.95%, 5/15/43		20,000		23,368
				234,764
Financials (2.8%):
Barclays Bank PLC 2/4/25 (b)		45,000		64,671
2/18/25		30,000		34,280
Enel Finance International NV, 2.88%, 5/25/22 (a) (b)		200,000		204,426
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (a)		95,000		126,613
4.20%, 5/13/50, Callable 11/13/49 @ 100 (a)		25,000		28,696
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (a)		200,000		214,922
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100		85,000		86,467
				760,075
Industrials (0.9%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25, Callable 6/15/25 @ 100		150,000		175,879
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100		60,000		62,179
				238,058
Materials (1.3%):
Anglo American Capital PLC, 2.88%, 3/17/31, Callable 12/17/30 @ 100 (a)		200,000		204,682
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40		50,000		68,534
Vale Overseas Ltd., 6.25%, 8/10/26		63,000		75,714
				348,930

See notes to financial statements.

16

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Utilities (0.5%):
Iberdrola International BV 6.75%, 9/15/33	$	35,000	$	47,516
6.75%, 7/15/36 (d)		47,000		71,319
				118,835
Total Yankee Dollars (Cost $2,868,907)				3,001,067
U.S. Government Mortgage-Backed Agencies (17.7%)
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 (b)		8,784		9,015
Series 4395, Class PA, 2.50%, 4/15/37 (b)		97,631		101,477
5.50%, 6/1/38		32,017		37,354
7.00%, 9/1/38 (b)		6,672		8,012
Series 4320, Class AP, 3.50%, 7/15/39 – 10/15/40 (b)		163,485		170,440
4.50%, 1/1/41 – 7/1/44 (b)		374,834		416,185
Series 4444, Class CH, 3.00%, 1/15/41 (b)		44,147		44,786
2.50%, 7/1/50		121,942		126,127
2.00%, 3/1/51 (b)		281,355		284,493
				1,197,889
Federal National Mortgage Association 6.00%, 8/1/21 – 2/1/37 (b)		57,167		66,965
5.50%, 4/1/22 – 1/1/38 (b)		121,861		140,775
7.00%, 8/1/23 – 12/1/28		1,033		1,039
7.50%, 12/1/29 (b)		3,624		4,254
8.00%, 6/1/30		1,765		2,112
8.00%, 9/1/30 (b)		9,470		11,133
7.50%, 2/1/31		10,863		12,498
7.00%, 2/1/32 – 6/1/32 (b)		14,910		17,938
5.00%, 12/1/34 – 3/1/40		59,562		67,738
2.16% (LIBOR12M+166bps), 12/1/36 (b) (e)		25,792		26,525
4.50%, 12/1/38 – 5/25/40 (b)		236,753		252,839
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (b)		171,918		177,376
3.50%, 8/1/39 – 12/25/50 (b)		733,976		769,463
3.00%, 6/1/40 – 8/1/46 (b)		589,859		620,222
4.00%, 11/1/43 – 10/1/48 (b)		628,603		689,532
3.50%, 7/1/46		36,589		39,623
3.00%, 9/1/46 – 5/1/48		280,559		299,487
4.00%, 6/1/49		16,570		17,688
2.00%, 3/1/51 (b)		331,106		335,183
				3,552,390
Government National Mortgage Association 6.00%, 12/15/33 (b)		12,571		14,667
Total U.S. Government Mortgage-Backed Agencies (Cost $4,640,773)				4,764,946

See notes to financial statements.

17

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June 30, 2021

  (Unaudited)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (3.7%)
U.S. Treasury Bonds, 1.25%, 5/15/50 (b)	$	305,000	$	249,004
U.S. Treasury Notes 0.75%, 4/30/26		679,000		675,605
1.63%, 5/15/31		75,000		76,172
Total U.S. Treasury Obligations (Cost $993,386)				1,000,781
Collateral for Securities Loaned^ (3.1%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (f)		16,444		16,444
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (f)		445,414		445,414
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (f)		8,206		8,206
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (f)		65,435		65,435
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (f)		294,208		294,208
Total Collateral for Securities Loaned (Cost $829,707)				829,707
Total Investments (Cost $25,357,178) — 98.1%				26,381,076
Other assets in excess of liabilities — 1.9%				521,217
NET ASSETS — 100.00%			$	26,902,293

^  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 June 30, 2021, the fair value of these securities was $3,434,117 and amounted to 12.8% of net assets.

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

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

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

(e)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.

(f)  Rate disclosed is the daily yield on June 30, 2021.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.

18

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  (Unaudited)

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Futures		2	9/30/21	$	440,945	$	440,641	$	(304	)
5-Year U.S. Treasury Note Futures		13	9/30/21		1,606,967		1,604,586		(2,381	)
Canadian Dollar Futures		3	9/14/21		248,190		241,860		(6,330	)
Ultra Long Term U.S. Treasury Bond Futures		6	9/21/21		1,111,156		1,156,125		44,969
								$	35,954

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Futures		12	9/21/21	$	1,579,928	$	1,590,000	$	(10,072	)
Japanese Yen Futures		3	9/13/21		341,250		337,763		3,487
Mexican Peso Currency Futures		8	9/13/21		200,400		198,800		1,600
								$	(4,985	)
Total unrealized appreciation								$	50,056
Total unrealized depreciation									(19,087	)
Total net unrealized appreciation (depreciation)								$	30,969

See notes to financial statements.

19

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  (Unaudited)

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (5.3%)
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 8/18/22 @ 100 (a)	$	2,019,455	$	2,029,035
AmeriCredit Automobile Receivables Trust, Series 2021-1, Class C, 0.89%, 10/19/26, Callable 2/18/24 @ 100		1,815,000		1,805,997
GM Financial Automobile Leasing Trust, Series 2021-1, Class C, 0.70%, 2/20/25, Callable 7/20/23 @ 100		1,168,000		1,161,925
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 7/16/24 @ 100		886,000		883,249
Santander Drive Auto Receivables Trust, Series 2021-1, Class C, 0.75%, 2/17/26, Callable 12/15/23 @ 100		1,144,000		1,146,646
Santander Drive Auto Receivables Trust, Series 2021-2, Class C, 0.90%, 6/15/26, Callable 5/15/25 @ 100		1,125,000		1,124,756
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 6/20/24 @ 100 (a) (b)		2,200,000		2,201,247
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 9/15/24 @ 100 (b)		1,230,000		1,228,598
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 8/15/24 @ 100 (b)		1,223,000		1,222,853
Total Asset-Backed Securities (Cost $12,809,050)				12,804,306
Collateralized Mortgage Obligations (2.8%)
Galaxy CLO Ltd., Series 2017-24A, Class A, 1.30% (LIBOR03M+112bps), 1/15/31, Callable 7/15/21 @ 100 (a) (b) (c)		2,000,000		2,000,444
Steele Creek CLO Ltd., Series 2017-1A, Class A, 1.43% (LIBOR03M+125bps), 1/15/30, Callable 7/15/21 @ 100 (a) (b) (c)		2,825,000		2,817,827
Voya CLO Ltd., Series 2017-4A, Class A1, 1.31% (LIBOR03M+113bps), 10/15/30, Callable 7/15/21 @ 100 (a) (b) (c)		2,000,000		2,000,419
Total Collateralized Mortgage Obligations (Cost $6,825,000)				6,818,690
Preferred Stocks (2.1%)
Financials (0.9%):
AMG Capital Trust II, 10/15/37, 5.15%		7,530		452,582
Bank of America Corp., Series L, 7.25% (d)		370		523,920
KKR & Co., Inc., Series C, 9/15/23, 6.00% (e)		6,495		500,505
Wells Fargo & Co., Series L, 7.50% (d)		450		686,795
				2,163,802
Health Care (0.1%):
Danaher Corp., Series B, 4/15/23, 5.00% (e)		146		215,389
Industrials (0.3%):
Stanley Black & Decker, Inc., 11/15/22, 5.25% (e)		5,055		610,290
Utilities (0.8%):
American Electric Power Co., Inc., 8/15/23, 6.13% (e)		3,530		180,877
Dominion Energy, Inc., Series A, 6/1/22, 7.25%		5,730		556,555
DTE Energy Co., 11/1/22, 6.25%		6,774		334,839

See notes to financial statements.

20

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  (Unaudited)

Security Description	Shares or Principal Amount		Value
NextEra Energy, Inc., 3/1/23, 5.27%		9,950	$	487,152
The Southern Co., Series 2019, 8/1/22, 6.75%		8,901		450,658
				2,010,081
Total Preferred Stocks (Cost $4,658,407)				4,999,562
Corporate Bonds (52.1%)
Communication Services (3.5%):
AT&T, Inc., 1.70%, 3/25/26, Callable 3/25/23 @ 100	$	2,500,000		2,526,850
CenturyLink, Inc., 6.75%, 12/1/23		424,000		470,004
Charter Communications Operating LLC/Charter Communications Operating Capital, 4.50%, 2/1/24, Callable 1/1/24 @ 100		496,000		540,253
Comcast Corp., 3.10%, 4/1/25, Callable 3/1/25 @ 100 (a) (e)		1,182,000		1,275,094
Fox Corp., 4.03%, 1/25/24, Callable 12/25/23 @ 100		1,388,000		1,503,690
Sirius XM Radio, Inc., 4.63%, 7/15/24, Callable 8/9/21 @ 102.31 (a) (b)		836,000		858,388
Verizon Communications, Inc. 3.38%, 2/15/25 (a)		354,000		384,607
1.26% (LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (c)		827,000		852,331
				8,411,217
Consumer Discretionary (8.5%):
Amazon.com, Inc., 1.00%, 5/12/26, Callable 4/12/26 @ 100 (e)		2,500,000		2,500,875
Aptiv Corp., 4.15%, 3/15/24, Callable 12/15/23 @ 100		1,599,000		1,733,700
AutoZone, Inc., 3.13%, 4/18/24, Callable 3/18/24 @ 100		2,632,000		2,802,185
Booking Holdings, Inc. 0.90%, 9/15/21		105,000		114,186
0.75%, 5/1/25 (e)		360,000		510,005
D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100 (a)		3,027,000		3,199,781
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100		1,020,000		1,083,730
2/15/26 (b)		220,000		238,152
General Motors Co., 4.88%, 10/2/23 (a)		1,297,000		1,411,798
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44		620,000		646,883
Kohl's Corp., 4.25%, 7/17/25, Callable 4/17/25 @ 100 (e)		1,194,000		1,304,421
LGI Homes, Inc., 6.88%, 7/15/26, Callable 7/15/21 @ 103.44 (a) (b)		244,000		252,786
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 (e)		1,247,000		1,328,741
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a) (e)		3,283,000		3,390,453
				20,517,696
Consumer Staples (2.3%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (b)		1,372,000		1,368,872
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)		322,000		364,250
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a)		792,000		808,656
Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100 (a)		695,000		740,786
Tyson Foods, Inc. 2.25%, 8/23/21, Callable 7/23/21 @ 100		1,080,000		1,081,339
3.95%, 8/15/24, Callable 5/15/24 @ 100		1,170,000		1,272,878
				5,636,781

See notes to financial statements.

21

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Energy (3.0%):
Boardwalk Pipelines LP, 3.38%, 2/1/23, Callable 11/1/22 @ 100	$	400,000	$	412,884
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		801,000		835,395
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (a)		329,000		343,483
HollyFrontier Corp., 2.63%, 10/1/23 (e)		971,000		1,004,800
Pioneer Natural Resources Co. 0.55%, 5/15/23		1,130,000		1,130,723
0.25%, 5/15/25		365,000		582,201
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a)		1,010,000		1,036,674
Valero Energy Corp. 2.70%, 4/15/23 (a)		951,000		986,120
1.20%, 3/15/24		1,020,000		1,028,252
				7,360,532
Financials (9.7%):
Ares Capital Corp., 4.63%, 3/1/24		590,000		647,631
Bank of America Corp., 4.20%, 8/26/24, MTN (a)		1,660,000		1,822,016
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a)		684,000		736,942
Dana Financing Luxembourg Sarl, 5.75%, 4/15/25, Callable 8/9/21 @ 102.88 (a) (b)		772,000		796,472
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100		1,660,000		1,693,167
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)		799,000		856,328
Ford Motor Credit Co. LLC, 3.10%, 5/4/23 (a)		1,500,000		1,530,420
General Motors Financial Co., Inc., 5.10%, 1/17/24, Callable 12/17/23 @ 100		1,549,000		1,705,991
Harley-Davidson Financial Services, Inc., 3.35%, 2/15/23, Callable 1/15/23 @ 100 (b) (e)		1,488,000		1,545,913
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (b)		435,000		470,470
Morgan Stanley 4.88%, 11/1/22 (a)		1,004,000		1,062,222
0.53% (SOFR+46bps), 1/25/24, Callable 1/25/23 @ 100 (c)		2,575,000		2,574,176
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		300,000		345,540
The Bank of New York Mellon Corp., 0.75%, 1/28/26, MTN, Callable 12/28/25 @ 100 (e)		1,097,000		1,085,844
The Goldman Sachs Group, Inc., 1.93% (LIBOR03M+175bps), 10/28/27, Callable 10/28/26 @ 100 (a) (c)		1,500,000		1,583,460
Unum Group, 4.00%, 3/15/24 (e)		1,310,000		1,414,643
Wells Fargo & Co., 0.81% (SOFR+51bps), 5/19/25, MTN, Callable 5/19/24 @ 100 (c)		585,000		583,941
Zions Bancorp NA 3.50%, 8/27/21 (a)		1,785,000		1,793,282
3.35%, 3/4/22, Callable 2/4/22 @ 100 (a)		1,090,000		1,108,759
				23,357,217
Health Care (5.0%):
AbbVie, Inc., 3.85%, 6/15/24, Callable 3/15/24 @ 100		2,545,000		2,759,442
Anthem, Inc., 2.75%, 10/15/42		110,000		592,561
Biogen, Inc., 3.63%, 9/15/22		1,025,000		1,064,339
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13		621,000		655,112

See notes to financial statements.

22

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
HCA, Inc., 5.00%, 3/15/24	$	2,479,000	$	2,739,964
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (a)		560,000		578,385
Illumina, Inc., 8/15/23 (e)		400,000		508,380
Mylan, Inc., 3.13%, 1/15/23 (b)		2,479,000		2,569,707
Upjohn, Inc., 1.13%, 6/22/22 (b)		525,000		528,738
				11,996,628
Industrials (4.3%):
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100		2,480,000		2,468,096
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a)		1,115,000		1,156,868
EnPro Industries, Inc., 5.75%, 10/15/26, Callable 10/15/21 @ 104.31 (a)		725,000		764,215
Fortive Corp., 0.88%, 2/15/22		580,000		581,897
Roper Technologies, Inc., 0.45%, 8/15/22		1,019,000		1,019,601
Southwest Airlines Co. 4.75%, 5/4/23		1,937,000		2,078,944
1.25%, 5/1/25		315,000		477,250
The Boeing Co., 2.20%, 2/4/26, Callable 2/4/23 @ 100 (a)		1,784,000		1,800,859
				10,347,730
Information Technology (5.4%):
Akamai Technologies, Inc., 0.13%, 5/1/25		305,000		399,526
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a) (e)		2,175,000		2,323,335
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a)		1,173,000		1,290,112
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (e)		445,000		511,354
KLA Corp., 4.65%, 11/1/24, Callable 8/1/24 @ 100		496,000		553,843
Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100		941,000		997,197
Maxim Integrated Products, Inc., 3.38%, 3/15/23, Callable 12/15/22 @ 100		901,000		938,680
Micron Technology, Inc., 2.50%, 4/24/23		2,479,000		2,561,799
NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (b)		642,000		663,468
PayPal Holdings, Inc., 2.20%, 9/26/22 (a)		757,000		775,221
Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100		1,000,000		1,082,580
ServiceNow, Inc., 6/1/22		20,000		81,330
Square, Inc., 0.25%, 11/1/27 (b) (e)		195,000		226,947
Western Digital Corp., 1.50%, 2/1/24		505,000		538,976
				12,944,368
Materials (3.1%):
Celanese US Holdings LLC, 4.63%, 11/15/22 (a)		855,000		901,136
Graphic Packaging International LLC, 0.82%, 4/15/24, Callable 3/15/24 @ 100 (b) (e)		1,987,000		1,973,965
Nucor Corp., 4.00%, 8/1/23, Callable 5/1/23 @ 100 (e)		1,190,000		1,267,279
Packaging Corp. of America, 4.50%, 11/1/23, Callable 8/1/23 @ 100		1,049,000		1,133,958
Southern Copper Corp., 3.88%, 4/23/25		2,050,000		2,234,090
				7,510,428
Real Estate (3.3%):
American Tower Corp., 3.00%, 6/15/23 (a)		1,000,000		1,047,440
Brandywine Operating Partnership LP, 3.95%, 2/15/23, Callable 11/15/22 @ 100		750,000		783,547
CyrusOne LP/CyrusOne Finance Corp., 2.90%, 11/15/24, Callable 10/15/24 @ 100		883,000		932,201

See notes to financial statements.

23

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Duke Realty LP, 3.63%, 4/15/23, Callable 1/15/23 @ 100 (a)	$	1,230,000	$	1,286,654
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b)		638,000		675,610
Kite Realty Group LP, 0.75%, 4/1/27 (b)		90,000		94,469
Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100 (a)		1,629,000		1,693,264
Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100		500,000		516,435
Weingarten Realty Investors 3.38%, 10/15/22, Callable 7/15/22 @ 100 (a)		365,000		375,359
3.50%, 4/15/23, Callable 1/15/23 @ 100		497,000		518,451
				7,923,430
Utilities (4.0%):
Ameren Corp., 2.50%, 9/15/24, Callable 8/15/24 @ 100		588,000		619,358
CenterPoint Energy, Inc., 4.57%, 9/15/29		3,880		253,675
Exelon Corp. 3.50%, 6/1/22, Callable 5/1/22 @ 100 (a)		2,681,000		2,749,339
3.95%, 6/15/25, Callable 3/15/25 @ 100 (a)		591,000		650,336
NextEra Energy Capital Holdings, Inc. 2.80%, 1/15/23, Callable 12/15/22 @ 100 (a)		1,462,000		1,511,167
0.65%, 3/1/23		1,129,000		1,132,906
Vistra Operations Co. LLC, 3.55%, 7/15/24, Callable 6/15/24 @ 100 (b)		2,500,000		2,642,725
				9,559,506
Total Corporate Bonds (Cost $122,704,807)				125,565,533
Residential Mortgage-Backed Securities (3.1%)
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.87%, 10/25/33, Callable 7/25/21 @ 100 (a) (f)		1,220,885		1,220,885
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23, Class 2A8, 4.50%, 10/31/33 (a)		13,210		13,773
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7, Class 4A1, 2.60%, 11/25/34, Callable 7/25/21 @ 100 (a) (f)		958,030		958,030
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 10/25/20, Callable 3/25/30 @ 100 (a)		15,579		15,409
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 7/25/21 @ 100 (a)		6,680		4,828
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 7/25/21 @ 100 (a)		44,062		42,011
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.91%, 10/25/29, Callable 5/25/22 @ 100 (a) (b) (f)		1,933,066		1,956,103
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 5/25/23 @ 100 (a) (b) (f)		925,503		931,560
Madison Park Funding Ltd., Series 2007-4A, Class AR, 1.38% (LIBOR03M+120bps), 7/29/30, Callable 7/29/21 @ 100 (a) (b) (c)		2,250,000		2,249,994
Total Residential Mortgage-Backed Securities (Cost $7,386,816)				7,392,593
Yankee Dollars (11.4%)
Communication Services (0.2%):
SES SA, 3.60%, 4/4/23 (b)		503,000		525,927

See notes to financial statements.

24

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Consumer Discretionary (0.9%):
Stellantis NV, 5.25%, 4/15/23	$	2,048,000	$	2,208,256
Consumer Staples (4.0%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (b)		2,346,000		2,548,190
Heineken NV, 3.40%, 4/1/22 (b) (e)		1,570,000		1,605,152
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b)		2,391,000		2,477,267
Pernod Ricard SA, 4.25%, 7/15/22 (a) (b)		833,000		864,621
Suntory Holdings Ltd., 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) (e)		2,122,000		2,163,591
				9,658,821
Energy (1.5%):
Canadian Natural Resources Ltd. 2.95%, 1/15/23, Callable 12/15/22 @ 100		1,305,000		1,352,110
3.80%, 4/15/24, Callable 1/15/24 @ 100		1,180,000		1,268,311
Ecopetrol SA, 5.88%, 9/18/23 (a)		846,000		916,286
				3,536,707
Financials (2.5%):
Barclays Bank PLC 2/4/25 (a)		270,000		388,028
2/18/25		230,000		262,809
Enel Finance International NV, 2.88%, 5/25/22 (a) (b)		1,675,000		1,712,068
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (b)		3,406,000		3,660,122
				6,023,027
Industrials (0.7%):
Aercap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100		1,100,000		1,087,361
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (b)		606,000		615,508
				1,702,869
Materials (1.3%):
Anglo American Capital PLC, 3.63%, 9/11/24 (b) (e)		2,880,000		3,109,421
Utilities (0.3%):
Enel Generacion Chile SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 (e)		655,000		700,974
Total Yankee Dollars (Cost $27,223,243)				27,466,002
U.S. Government Mortgage-Backed Agencies (5.5%)
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (a)		613,617		697,922
5.50%, 10/25/23 (a)		2,486		2,582
7.00%, 9/1/38 (a)		3,203		3,846
Series 4320, Class AP, 3.50%, 7/15/39 (a)		928,860		989,614
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (a)		2,975,602		3,041,833
Series 4444, Class CH, 3.00%, 1/15/41 (a)		809,352		821,069
Series 4049, Class AB, 2.75%, 12/15/41 (a)		293,909		298,539
				5,855,405

See notes to financial statements.

25

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June 30, 2021

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Federal National Mortgage Association 6.00%, 2/1/37 (a)	$	985,902	$	1,155,745
Series 2013-33, Class UD, 2.50%, 4/25/39 (a)		632,420		650,919
Series 2011-21, Class PA, 4.50%, 5/25/40 (a)		2,102,334		2,227,718
Series 2011-101, Class LA, 3.00%, 10/25/40 (a)		366,812		372,087
5.00%, 2/1/41 – 10/1/41 (a)		2,379,031		2,706,305
Series 2018-29, Class PA, 3.50%, 3/25/44 (a)		305,333		307,088
				7,419,862
Total U.S. Government Mortgage-Backed Agencies (Cost $12,986,438)				13,275,267
U.S. Treasury Obligations (13.9%)
U.S. Treasury Notes 0.13%, 4/15/22 (a)		6,435,362		6,600,928
0.13%, 6/30/22 (a)		11,526,000		11,529,152
0.13%, 7/15/23		5,328,000		5,314,264
0.13%, 2/15/24		10,000,000		9,935,937
Total U.S. Treasury Obligations (Cost $33,258,024)				33,380,281
Collateral for Securities Loaned^ (4.5%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (g)		213,438		213,438
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (g)		5,781,345		5,781,345
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (g)		106,516		106,516
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (g)		849,326		849,326
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (g)		3,818,735		3,818,735
Total Collateral for Securities Loaned (Cost $10,769,360)				10,769,360
Total Investments (Cost $238,621,145) — 100.7%				242,471,594
Liabilities in excess of other assets — (0.7)%				(1,709,765	)
NET ASSETS — 100.00%			$	240,761,829

^  Purchased with cash collateral from securities on loan.

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

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $50,797,594 and amounted to 21.1% of net assets.

(c)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.

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

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

(f)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2021.

(g)  Rate disclosed is the daily yield on June 30, 2021.

bps — Basis points

LIBOR — London InterBank Offered Rate

See notes to financial statements.

26

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June 30, 2021

  (Unaudited)

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
Canadian Dollar Futures		29	9/14/21	$	2,399,170	$	2,337,980	$	(61,190	)

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Futures		23	9/21/21	$	3,025,499	$	3,047,500	$	(22,001	)
5-Year U.S. Treasury Note Futures		95	9/30/21		11,741,886		11,725,820		16,066
Japanese Yen Futures		27	9/13/21		3,071,251		3,039,863		31,388
Mexican Peso Currency Futures		68	9/13/21		1,703,399		1,689,800		13,599
Ultra Long Term U.S. Treasury Bond Futures		4	9/21/21		733,145		770,750		(37,605	)
								$	1,447
Total unrealized appreciation								$	61,053
Total unrealized depreciation									(120,796	)
Total net unrealized appreciation (depreciation)								$	(59,743	)

See notes to financial statements.

27

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Victory High Yield Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Common Stocks (1.0%)
Communication Services (0.9%):
AMC Networks, Inc., Class A (a) (b)		5,800	$	387,440
iHeartMedia, Inc., Class A (a)		30,500		821,365
Nexstar Media Group, Inc., Class A		5,900		872,492
Sinclair Broadcast Group, Inc., Class A (b)		17,500		581,350
				2,662,647
Health Care (0.1%):
Surgery Partners, Inc. (a)		3,090		205,856
Total Common Stocks (Cost $2,081,723)				2,868,503
Senior Secured Loans (19.9%)
Air Methods Corp., Initial Term Loans, First Lien, 4.50% (LIBOR03M+350bps), 4/21/24 (c)	$	1,969,231		1,938,570
Alphabet Holding Co., Inc., Initial Term Loan, Second Lien, 7.84% (LIBOR01M+775bps), 8/15/25 (c)		568,750		568,926
Caesars Resort Collection LLC, Term B-1 Loans, First Lien, 4.59% (LIBOR01M+450bps), 6/19/25 (c)		1,985,000		1,989,963
Dayco Products LLC, Term Loans, First Lien, 4.39% (LIBOR03M+425bps),  5/19/24 (c)		960,000		910,800
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (c)		1,535,766		1,494,808
Endo Luxembourg Finance Co. I S.a.r.l., Term B-1, First Lien, 5.75% (LIBOR01M+500bps), 3/11/28 (c)		1,995,000		1,922,063
Global Medical Response, Inc., 2020 Term Loan, First Lien, 5.75% (LIBOR06M+475bps), 10/2/25 (c)		997,494		1,001,234
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25% (LIBOR02M+250bps), 10/4/23 (c)		1,977,556		1,961,577
Graham Packaging Co., Inc., New Term Loans, First Lien, 3.75% (LIBOR01M+300bps), 8/4/27 (c)		2,743,125		2,739,065
Great Outdoors Group LLC, Term B-1 Loan, First Lien, 5.00% (LIBOR03M+425bps), 2/26/28 (c)		2,985,000		2,992,463
Hertz Corp., Term Loan B, First Lien, 6/14/28 (d) (e)		2,524,272		2,521,117
Hertz Corp., Term Loan C, First Lien, 6/14/28 (d) (e)		475,728		475,133
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.19% (LIBOR03M+500bps), 10/26/25 (c)		2,666,616		2,657,736
Jo-Ann Stores LLC, Loan, First Lien, 6.00% (LIBOR01M+500bps), 10/16/23 (c)		3,000,000		2,995,500
Jo-Ann Stores LLC, Term Loan B, First Lien, 6/30/28 (d)		3,000,000		2,992,500
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 5.75% (LIBOR03M+475bps), 12/15/24 (c)		2,488,747		2,494,969
LifeScan Global Corp., Initial Term Loan, First Lien, 6.20% (LIBOR03M+600bps), 6/19/24 (c)		2,169,537		2,147,841
Men's Wearhouse, Inc., Term loan, First Lien		31,563		41,663
Navistar, Inc., Tranche B Term Loan, First Lien, 3.60% (LIBOR02M+350bps), 11/6/24 (c)		2,944,669		2,944,669
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 4.00% (LIBOR03M+325bps), 2/25/28 (c)		3,990,000		3,980,743
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (c)		1,675,000		1,675,419

See notes to financial statements.

28

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Reynolds Group Holdings, Inc., 2017 Incremental U.S. Term Loans, First Lien, 2.84% (LIBOR01M+275bps), 2/5/23 (c)	$	1,671,629	$	1,667,449
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.59% (LIBOR01M+850bps), 5/26/26 (c)		1,000,000		1,000,630
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (c)		1,864,865		2,028,041
Spectacle Gary Holdings LLC, Delayed Draw Term Loan Commitment, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (c)		135,135		146,959
SRS Distribution, Inc., 2021 Refinancing Term Loans, First Lien, 4.25% (LIBOR01M+375bps), 5/20/28 (c)		500,000		499,445
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (c)		825,681		803,660
Stars Group Holdings BV, Term Loan, First Lien, 3.70% (LIBOR03M+350bps), 6/27/25 (c)		870,665		870,779
Team Health Holdings, Inc., Initial Term Loans, First Lien, 3.75% (LIBOR01M+275bps), 2/6/24 (c)		1,469,309		1,423,394
The Men's Wearhouse LLC, Term Loan, First Lien, 9.00% (LIBOR01M+800bps), 12/1/25 (c)		1,677,874		1,373,759
The Michaels Cos., Inc., Term B Loans, First Lien, 5.00% (LIBOR03M+425bps), 4/15/28 (c)		2,500,000		2,509,100
Traverse Midstream Partners LLC, Advance, First Lien, 6.50% (LIBOR01M+550bps), 9/27/24 (c)		1,963,470		1,969,616
United Airlines, Inc., Class B Term Loans, First Lien, 4.50% (LIBOR03M+375bps), 4/21/28 (c)		1,496,250		1,514,534
Victoria's Secret & Co., Term B, First Lien, 6/30/28		900,000		893,250
Total Senior Secured Loans (Cost $58,431,594)				59,147,375
Corporate Bonds (68.9%)
Communication Services (13.7%):
AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/9/21 @ 102.38		3,000,000		3,079,350
Audacy Capital Corp., 6.50%, 5/1/27, Callable 5/1/22 @ 104.88 (b) (f)		2,500,000		2,599,250
CCO Holdings LLC/CCO Holdings Capital Corp., 5.00%, 2/1/28, Callable 8/1/22 @ 102.5 (f)		1,000,000		1,049,260
Cinemark USA, Inc., 5.25%, 7/15/28, Callable 7/15/24 @ 102.63 (f) (g)		2,600,000		2,666,170
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (b) (f)		4,210,000		4,404,756
Entercom Media Corp., 6.75%, 3/31/29, Callable 3/31/24 @ 103.38 (f)		1,800,000		1,870,866
Frontier Communications Holdings LLC, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (f)		2,250,000		2,327,310
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (b) (f)		2,750,000		2,738,340
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 5/1/22 @ 104.19		4,020,000		4,312,776
Meredith Corp., 6.88%, 2/1/26, Callable 8/9/21 @ 103.44		2,968,000		3,093,517
Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/15/22 @ 104.22 (f)		3,000,000		3,190,170
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (f) (g)		3,000,000		3,056,460
Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (f) (g)		2,350,000		2,560,301
Univision Communications, Inc. 5.13%, 2/15/25, Callable 7/19/21 @ 101.71 (b) (f)		2,500,000		2,550,500
6.63%, 6/1/27, Callable 6/1/23 @ 103.31 (f)		500,000		541,765
4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (f)		550,000		554,136
				40,594,927

See notes to financial statements.

29

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Consumer Discretionary (16.5%):
Academy Ltd., 6.00%, 11/15/27, Callable 11/15/23 @ 103 (f)	$	1,800,000	$	1,926,108
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (f)		2,750,000		2,923,882
Ambience Merger Sub, Inc., 7.13%, 7/15/29, Callable 7/15/24 @ 103.56 (e) (f)		1,800,000		1,816,254
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 (b)		2,000,000		2,100,860
Boyd Gaming Corp. 8.63%, 6/1/25, Callable 6/1/22 @ 104.31 (f)		1,700,000		1,872,312
4.75%, 6/15/31, Callable 6/15/26 @ 102.38 (f)		700,000		727,748
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25, Callable 7/19/21 @ 102.63 (f)		2,500,000		2,532,175
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27, Callable 5/15/22 @ 104.25 (f)		3,000,000		3,270,210
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27, Callable 8/15/22 @ 103.31 (b) (f) (g)		6,000,000		2,942,820
Ford Motor Co., 9.00%, 4/22/25, Callable 3/22/25 @ 100 (g)		3,000,000		3,696,780
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (b) (f)		2,750,000		2,777,143
LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (f)		1,800,000		1,813,644
Life Time, Inc., 5.75%, 1/15/26, Callable 1/15/23 @ 102.88 (f)		1,000,000		1,036,180
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (f)		2,200,000		2,266,858
Mattel, Inc., 5.45%, 11/1/41, Callable 5/1/41 @ 100		2,000,000		2,309,860
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100		2,475,000		2,717,352
PetSmart, Inc./PetSmart Finance Corp., 7.75%, 2/15/29, Callable 2/15/24 @ 103.88 (f) (g)		2,600,000		2,867,696
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (f)		3,000,000		3,221,640
Tenneco, Inc. 5.00%, 7/15/26, Callable 8/9/21 @ 102.5 (b)		2,350,000		2,338,062
7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (f)		650,000		734,006
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 5/15/22 @ 109.75 (f) (g)		2,700,000		3,175,308
				49,066,898
Consumer Staples (4.0%):
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.88%, 2/15/28, Callable 8/15/22 @ 104.41 (f)		2,750,000		2,962,905
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 8/9/21 @ 101.81 (f)		3,000,000		3,060,510
Simmons Foods, Inc./Simmons prepared Foods, Inc./Simmons Pet Food, Inc./ Simmons Feed, 4.63%, 3/1/29, Callable 3/1/24 @ 102.31 (f)		2,950,000		2,977,730
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (f)		2,800,000		2,819,404
				11,820,549
Energy (3.2%):
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (f)		950,000		992,104
Antero Resources Corp. 8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (f)		3,000,000		3,411,570
7.63%, 2/1/29, Callable 2/1/24 @ 103.81 (f)		900,000		1,000,728
5.38%, 3/1/30, Callable 3/1/25 @ 102.69 (f)		500,000		510,250
Comstock Resources, Inc., 6.75%, 3/1/29, Callable 3/1/24 @ 103.38 (f)		900,000		958,626
Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100		950,000		1,049,693
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100		1,350,000		1,404,635
				9,327,606

See notes to financial statements.

30

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Financials (6.0%):
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (f)	$	3,000,000	$	3,144,300
BCPE Ulysses Intermediate, Inc. PIK, 7.75%, 4/1/27, Callable 4/1/23 @ 102 (f) (h)		450,000		461,754
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (f)		1,200,000		1,249,200
Gray Television, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (f)		3,000,000		3,256,950
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (f) (g)		2,250,000		2,478,555
Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (f)		1,300,000		1,371,175
Victors Merger Corp., 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (f)		1,800,000		1,814,184
White Capital Parent LLC PIK, 8.25%, 3/15/26, Callable 3/15/22 @ 102 (f) (h)		2,100,000		2,172,786
Wolverine Escrow LLC, 13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (b) (f)		2,200,000		1,854,732
				17,803,636
Health Care (7.1%):
Air Methods Corp., 8.00%, 5/15/25, Callable 8/9/21 @ 102 (f) (g)		2,500,000		2,362,550
Bausch Health Cos., Inc. 4.88%, 6/1/28, Callable 6/1/24 @ 102.44 (f)		500,000		511,330
5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (f) (g)		250,000		233,245
CHS/Community Health Systems, Inc., 6.13%, 4/1/30, Callable 4/1/25 @ 103.06 (f)		1,450,000		1,471,721
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (f)		1,796,000		1,963,710
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (f) (g)		2,500,000		2,770,675
Regional Care Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%, 12/1/26, Callable 12/1/21 @ 104.88 (f)		3,000,000		3,231,360
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (b) (f)		2,500,000		2,745,700
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/23/21 @ 101.59 (f)		2,750,000		2,617,670
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (f)		3,000,000		3,192,180
				21,100,141
Industrials (11.6%):
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 8/9/21 @ 100 (b) (f)		2,000,000		1,812,280
American Airlines, Inc., 11.75%, 7/15/25 (f)		3,000,000		3,764,430
American Airlines, Inc./AAdvantage Loyalty IP Ltd. 5.50%, 4/20/26 (f)		1,300,000		1,380,132
5.75%, 4/20/29 (f)		1,850,000		2,000,627
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 8/9/21 @ 100 (b) (f)		2,000,000		2,009,400
Aramark Services, Inc., 6.38%, 5/1/25, Callable 5/1/22 @ 103.19 (f)		3,000,000		3,186,810
Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (f)		1,800,000		1,843,038
Hillenbrand, Inc., 3.75%, 3/1/31, Callable 3/1/26 @ 101.88		800,000		794,000
Madison IAQ LLC 4.13%, 6/30/28, Callable 6/30/24 @ 102.06 (f)		1,800,000		1,817,694
5.88%, 6/30/29, Callable 6/30/24 @ 102.94 (f)		1,800,000		1,831,608
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (f)		3,000,000		3,303,030
NESCO Holdings II, Inc., 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (f)		2,050,000		2,139,236
Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (f)		2,000,000		2,079,240
SRS Distribution, Inc., 6.13%, 7/1/29, Callable 7/1/24 @ 103.06 (f)		1,125,000		1,160,460
TransDigm, Inc., 4.63%, 1/15/29, Callable 1/15/24 @ 102.31 (f)		1,250,000		1,253,850

See notes to financial statements.

31

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Triumph Group, Inc., 6.25%, 9/15/24, Callable 8/9/21 @ 103.13 (f)	$	1,525,000	$	1,548,424
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (f)		2,250,000		2,505,555
				34,429,814
Information Technology (1.5%):
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (f)		2,250,000		2,503,868
Veritas U.S., Inc./Veritas Bermuda Ltd., 7.50%, 9/1/25, Callable 9/1/21 @ 103.75 (f)		1,800,000		1,873,674
				4,377,542
Materials (3.8%):
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27, Callable 8/15/22 @ 102.63 (f)		3,000,000		3,063,270
CVR Partners LP/CVR Nitrogen Finance Corp., 6.13%, 6/15/28, Callable 6/15/24 @ 103.06 (b) (f)		1,800,000		1,844,622
Forterra Finance LLC/FRTA Finance Corp., 6.50%, 7/15/25, Callable 7/15/22 @ 103.25 (f)		1,200,000		1,294,428
Greif, Inc., 6.50%, 3/1/27, Callable 3/1/22 @ 103.25 (f)		2,000,000		2,106,740
Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 8/9/21 @ 103.13 (b) (f)		3,000,000		3,067,500
				11,376,560
Real Estate (1.2%):
Adams Homes, Inc., 7.50%, 2/15/25, Callable 2/15/22 @ 103.75 (f)		3,371,000		3,534,325
Utilities (0.3%):
Vistra Operations Co. LLC, 4.38%, 5/1/29, Callable 5/1/24 @ 102.19 (f)		900,000		904,752
Total Corporate Bonds (Cost $195,153,812)				204,336,750
Yankee Dollars (7.4%)
Consumer Discretionary (1.4%):
1011778 BC ULC/New Red Finance, Inc., 4.38%, 1/15/28, Callable 11/15/22 @ 102.19 (f)		2,000,000		2,029,760
International Game Technology PLC, 5.25%, 1/15/29, Callable 1/15/24 @ 102.63 (f)		2,000,000		2,144,880
				4,174,640
Energy (1.3%):
Husky Holding Ltd. PIK, 13.00%, 2/15/25, Callable 8/9/21 @ 109.75 (b) (f) (g) (h)		500,000		542,365
TechnipFMC PLC, 6.50%, 2/1/26, Callable 2/1/23 @ 103.25 (f)		3,000,000		3,236,460
				3,778,825
Financials (0.4%):
Intelsat Jackson Holdings SA, 8.50%, 10/15/24, Callable 8/9/21 @ 106.38 (b) (f) (i)		2,000,000		1,175,980
Health Care (1.0%):
Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 8/9/21 @ 102.04 (f)		2,908,000		2,979,769
Industrials (1.8%):
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 7/19/21 @ 102.5 (f) (g)		2,200,000		2,282,456
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (f)		3,000,000		3,109,920
				5,392,376

See notes to financial statements.

32

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  (Unaudited)

Security Description	Shares or Principal Amount		Value
Information Technology (0.5%):
ION Trading Technologies Sarl, 5.75%, 5/15/28, Callable 5/15/24 @ 102.88 (f)	$	1,500,000	$	1,558,170
Materials (1.0%):
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 8/9/21 @ 103.88 (f) (g)		2,000,000		2,073,580
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 5.13%, 4/1/29, Callable 4/1/24 @ 102.56 (f)		900,000		919,188
				2,992,768
Total Yankee Dollars (Cost $21,525,673)				22,052,528
Collateral for Securities Loaned^ (8.2%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (j)		485,114		485,114
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (j)		13,140,170		13,140,170
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (j)		242,096		242,096
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (j)		1,930,397		1,930,397
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (j)		8,679,439		8,679,439
Total Collateral for Securities Loaned (Cost $24,477,216)				24,477,216
Total Investments (Cost $301,670,018) — 105.4%				312,882,372
Liabilities in excess of other assets — (5.4)%				(16,056,038	)
NET ASSETS — 100.00%			$	296,826,334

^  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)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.

(d)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

(e)  Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.

(f)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $199,492,393 and amounted to 67.2% of net assets.

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

(h)  All of the coupon is paid in kind.

(i)  Defaulted security.

(j)  Rate disclosed is the daily yield on June 30, 2021.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

See notes to financial statements.

33

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June 30, 2021

  (Unaudited)

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Payment-in-Kind

PLC — Public Limited Company

ULC — Unlimited Liability Co.

See notes to financial statements.

34

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Victory Tax-Exempt Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (99.4%)
Alabama (0.9%):
Columbia Industrial Development Board Revenue, Series C, 0.04%, 12/1/37, Continuously Callable @ 100 (a)	$	300,000	$	300,000
Columbia Industrial Development Board Revenue (NBGA — Southern Co.), Series A, 0.03%, 12/1/37, Continuously Callable @ 100 (a)		200,000		200,000
				500,000
Arkansas (2.0%):
Arkansas Development Finance Authority Revenue Bonds, 3.20%, 12/1/49, Continuously Callable @ 100		750,000		802,432
University of Central Arkansas Revenue Bonds, Series A, 3.00%, 11/1/49, Continuously Callable @ 100		265,000		279,257
				1,081,689
California (2.9%):
Golden State Tobacco Securitization Corp. Revenue Bonds, Series A2, 5.00%, 6/1/47, Continuously Callable @ 100		1,500,000		1,553,490
Colorado (1.6%):
Colorado Health Facilities Authority Revenue, Series A, 4.00%, 12/1/50, Continuously Callable @ 103		750,000		853,118
Connecticut (4.5%):
Connecticut Health and Educational Facilities Authority Revenue Bonds, Series 2016 CT, 5.00%, 12/1/41, Continuously Callable @ 100		2,000,000		2,376,500
Florida (9.6%):
Capital Trust Agency, Inc. Revenue Bonds, 5.00%, 8/1/55, Continuously Callable @ 100		400,000		462,472
City of Jacksonville Revenue Bonds, 0.03%, 5/1/29, Continuously Callable @ 100 (a)		100,000		100,000
City of Pompano Beach Revenue, 4.00%, 9/1/50, Continuously Callable @ 103		500,000		535,865
Florida Development Finance Corp. Revenue, Series A, 5.00%, 6/15/55, Continuously Callable @ 100 (b)		500,000		569,380
Hillsborough County IDA Revenue Bonds, 4.00%, 8/1/50, Continuously Callable @ 100		500,000		584,250
Miami-Dade County Public Facilities Revenue Bonds, Series A, 5.00%, 6/1/33, Continuously Callable @ 100		2,000,000		2,328,200
St. Johns County IDA Revenue, 4.00%, 8/1/55, Continuously Callable @ 103		500,000		541,785
				5,121,952
Georgia (0.9%):
Appling County Development Authority Revenue, 0.06%, 9/1/41, Continuously Callable @ 100 (a)		400,000		400,000
The Development Authority of Monroe County Revenue, 0.06%, 11/1/48, Continuously Callable @ 100 (a)		100,000		100,000
				500,000
Guam (2.2%):
Port Authority of Guam Revenue, Series A, 5.00%, 7/1/48, Continuously Callable @ 100		1,000,000		1,174,760

See notes to financial statements.

35

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Illinois (25.1%):
Chicago Board of Education Revenue Bonds, 6.00%, 4/1/46, Continuously Callable @ 100	$	2,275,000	$	2,831,965
Chicago General Obligation Refunding Bonds, Series A, 5.75%, 1/1/33, Continuously Callable @ 100		1,000,000		1,234,470
Chicago Transit Authority Sales Tax Receipts Revenue Bonds, Series 2014, 5.00%, 12/1/44, Continuously Callable @ 100		1,450,000		1,640,994
City of Chicago General Obligation Bonds, Series A, 5.50%, 1/1/49, Continuously Callable @ 100		1,000,000		1,247,270
City of Chicago Wastewater Transmission Revenue Series A, 5.00%, 1/1/47, Continuously Callable @ 100		1,000,000		1,201,270
Series C, 5.00%, 1/1/34, Continuously Callable @ 100		1,000,000		1,144,770
Illinois General Obligation Bonds, Series 2013, 5.50%, 7/1/27, Continuously Callable @ 100		2,000,000		2,183,640
Sales Tax Securitization Corp. Revenue Bonds, Series 2018 C, 5.00%, 1/1/43, Continuously Callable @ 100		1,500,000		1,850,475
				13,334,854
Iowa (1.0%):
Iowa Finance Authority Revenue Bonds, Series A-1, 4.00%, 5/15/55, Continuously Callable @ 103		500,000		543,685
Massachusetts (1.8%):
University of Massachusetts Building Authority Revenue Bonds 5.00%, 11/1/39, Pre-refunded 11/1/24 @ 100		220,000		253,974
Series 1-2021, 5.00%, 11/1/39, Pre-refunded 11/1/24 @ 100		190,000		219,342
Series 1-2021, 5.00%, 11/1/39, Continuously Callable @ 100		410,000		467,269
				940,585
Missouri (2.5%):
Health & Educational Facilities Authority of the State of Missouri Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @ 100 (b)		1,150,000		1,317,256
New Jersey (8.0%):
New Jersey Economic Development Authority Biomedical Research Facilities Revenue Bonds, Series 2016 A, 5.00%, 7/15/29, Continuously Callable @ 100		885,000		1,062,195
New Jersey Transportation Trust Fund Authority Revenue Bonds 5.00%, 6/15/28, Continuously Callable @ 100		1,000,000		1,182,590
Series BB, 3.50%, 6/15/46, Continuously Callable @ 100		200,000		217,610
Tobacco Settlement Financing Corp. Revenue Bonds, Series 2018 A, 5.00%, 6/1/46, Continuously Callable @ 100		1,500,000		1,795,785
				4,258,180
New York (12.3%):
Metropolitan Transportation Authority Dedicated Tax Green Fund Revenue Bonds, Series 2016 B1, 5.00%, 11/15/56, Continuously Callable @ 100		1,545,000		1,826,314
Metropolitan Transportation Authority Revenue, Series D-3, 4.00%, 11/15/49, Continuously Callable @ 100		500,000		583,620
New York Counties Tobacco Trust II Revenue Bonds, 5.75%, 6/1/43, Continuously Callable @ 100		200,000		200,810
New York State Dormitory Authority Revenue, 6.00%, 7/1/40, Continuously Callable @ 100 (c)		500,000		505,365

See notes to financial statements.

36

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Port Authority of New York & New Jersey Revenue Bonds, 5.00%, 12/1/32, Continuously Callable @ 100	$	1,000,000	$	1,105,330
TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @ 100		2,000,000		2,324,200
				6,545,639
North Carolina (5.4%):
City of Charlotte Certificate of Participation, 4.00%, 6/1/49, Continuously Callable @ 100		1,670,000		1,934,895
North Carolina Medical Care Commission Revenue, Series A, 4.00%, 10/1/50, Continuously Callable @ 103		350,000		389,750
North Carolina Medical Care Commission Revenue Bonds, Series A, 4.00%, 9/1/50, Continuously Callable @ 100		500,000		529,095
				2,853,740
Ohio (7.3%):
Buckeye Tobacco Settlement Financing Authority Revenue Bonds, Series B-2, 5.00%, 6/1/55, Continuously Callable @ 100		1,000,000		1,169,640
County of Franklin Revenue, Series B, 5.00%, 7/1/45, Continuously Callable @ 103		500,000		601,260
County of Hardin Economic Development Facilities Revenue Bonds, 5.00%, 5/1/30, Continuously Callable @ 103		350,000		381,153
Logan Elm Local School District General Obligation Bonds, 4.00%, 11/1/55, Continuously Callable @ 100		1,500,000		1,717,065
				3,869,118
Pennsylvania (5.2%):
Philadelphia School District, GO, Series A, 5.00%, 9/1/44, Continuously Callable @ 100		1,000,000		1,259,740
The Philadelphia School District General Obligation Bonds, Series A, 5.00%, 9/1/38, Continuously Callable @ 100		1,200,000		1,494,636
				2,754,376
Texas (2.8%):
New Hope Cultural Education Facilities Finance Corp. Revenue, 5.00%, 7/1/47, Continuously Callable @ 102		500,000		448,160
Port of Port Arthur Navigation District Revenue Series A, 0.06%, 4/1/40, Continuously Callable @ 100 (a)		730,000		730,000
Series B, 0.06%, 4/1/40, Continuously Callable @ 100 (a)		300,000		300,000
				1,478,160
Utah (3.4%):
Jordanelle Special Service District Special Assessment, Series C, 12.00%, 8/1/30, Continuously Callable @ 100 (b)		600,000		602,316
Utah Infrastructure Agency Revenue Bonds, Series A, 5.00%, 10/15/40, Continuously Callable @ 100		1,000,000		1,186,370
				1,788,686
Total Municipal Bonds (Cost $47,714,696)				52,845,788
Total Investments (Cost $47,714,696) — 99.4%				52,845,788
Other assets in excess of liabilities — 0.6%				302,609
NET ASSETS — 100.00%			$	53,148,397

See notes to financial statements.

37

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

(a)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $2,488,952 and amounted to 4.7% of net assets.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $505,365 and amounted to 1.0% of net assets.

GO — General Obligation

IDA — Industrial Development Authority

See notes to financial statements.

38

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (94.1%)
Arizona (2.1%):
Arizona IDA Revenue Bonds, 4.00%, 12/15/51, Continuously Callable @ 100 (a)	$	700,000	$	753,487
La Paz County IDA Revenue Bonds, 4.00%, 2/15/51, Continuously Callable @ 100		280,000		314,840
				1,068,327
California (2.7%):
California County Tobacco Securitization Agency Revenue Bonds, Series B-1, 5.00%, 6/1/49, Continuously Callable @ 100		250,000		310,320
Golden State Tobacco Securitization Corp. Revenue Bonds, Series A2, 5.00%, 6/1/47, Continuously Callable @ 100		1,000,000		1,035,660
				1,345,980
District of Columbia (1.0%):
District of Columbia Tobacco Settlement Financing Corp. Revenue Bonds, 6.50%, 5/15/33		460,000		512,895
Florida (5.7%):
Escambia County Health Facilities Authority Revenue Bonds, 3.00%, 8/15/50, Continuously Callable @ 100		1,000,000		1,038,630
Florida Development Finance Corp. Revenue, 4.00%, 7/1/55, Continuously Callable @ 100		500,000		527,755
Sumter County Village Community Development District No. 10 Special Assessment Revenue Bonds, Series 2014, 5.75%, 5/1/31, Continuously Callable @ 100		1,225,000		1,311,583
				2,877,968
Georgia (2.5%):
The Burke County Development Authority Revenue, Series 1, 0.04%, 7/1/49, Continuously Callable @ 100 (b)		1,035,000		1,035,000
The Burke County Development Authority Revenue (NBGA — Southern Co.), 0.06%, 11/1/52, Continuously Callable @ 100 (b)		200,000		200,000
				1,235,000
Illinois (14.3%):
Chicago Board of Education Revenue Bonds, 6.00%, 4/1/46, Continuously Callable @ 100		1,500,000		1,867,230
Chicago General Obligation Refunding Bonds, Series 2015 C, 5.00%, 1/1/38, Continuously Callable @ 100		1,000,000		1,144,840
City of Chicago General Obligation Bonds, Series A, 5.50%, 1/1/49, Continuously Callable @ 100		1,000,000		1,247,270
Illinois Finance Authority Revenue Bonds, 4.75%, 10/15/40, (Put Date 8/01/30) (a) (c)		500,000		532,275
Illinois General Obligation Bonds 5.50%, 7/1/33, Continuously Callable @ 100		1,000,000		1,084,800
5.50%, 7/1/38, Continuously Callable @ 100		1,250,000		1,350,825
				7,227,240
Indiana (3.3%):
Indiana Finance Authority Revenue Bonds 4.13%, 12/1/26		1,000,000		1,091,180

See notes to financial statements.

39

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Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Series A, 5.00%, 7/1/55, Continuously Callable @ 100	$	500,000	$	569,825
				1,661,005
Iowa (2.2%):
Iowa Finance Authority Revenue Bonds Series A, 5.00%, 5/15/48, Continuously Callable @ 100		500,000		570,085
Series A-1, 4.00%, 5/15/55, Continuously Callable @ 103		500,000		543,685
				1,113,770
Maryland (0.5%):
Maryland Economic Development Corp. Revenue Bonds, 4.25%, 7/1/50, Continuously Callable @ 100		200,000		233,826
Massachusetts (2.6%):
Massachusetts Development Finance Agency Revenue, 4.00%, 10/1/32, Continuously Callable @ 105 (a)		300,000		326,604
Massachusetts Educational Financing Authority, Education Loan Revenue Bonds, Issue J Series 2011, 5.63%, 7/1/28, Continuously Callable @ 100		275,000		275,283
Series 2011, 5.63%, 7/1/29, Continuously Callable @ 100		560,000		560,577
Series 2011, 5.63%, 7/1/33, Continuously Callable @ 100		140,000		140,144
				1,302,608
Minnesota (0.9%):
City of Woodbury Revenue Bonds, 4.00%, 7/1/51, Continuously Callable @ 103		400,000		435,408
Missouri (1.1%):
Health & Educational Facilities Authority of the State of Missouri Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @ 100 (a)		500,000		572,720
New Hampshire (2.7%):
New Hampshire Business Finance Authority Revenue, 4.00%, 1/1/51, Continuously Callable @ 103		500,000		546,860
New Hampshire Business Finance Authority Revenue Bonds, Series B, 3.75%, 7/1/45, (Put Date 7/02/40) (a) (c)		750,000		796,448
				1,343,308
New Jersey (6.7%):
New Jersey Economic Development Authority Revenue Bonds, Series S, 4.00%, 6/15/50, Continuously Callable @ 100		450,000		525,681
New Jersey Economic Development Authority School Facilities Construction Revenue Bonds, Series 2015 WW, 5.25%, 6/15/32, Continuously Callable @ 100		1,000,000		1,163,490
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Revenue Bonds, Series A, 5.00%, 7/1/33, Continuously Callable @ 100		500,000		591,125
New Jersey Higher Education Student Assistance Authority, Student Loan Revenue Bonds, Series 2011-1, 5.75%, 12/1/28, Continuously Callable @ 100		540,000		550,028
New Jersey Transportation Trust Fund Authority Revenue Bonds, Series BB, 3.50%, 6/15/46, Continuously Callable @ 100		500,000		544,025
				3,374,349

See notes to financial statements.

40

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Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
New Mexico (1.1%):
New Mexico Hospital Equipment Loan Council Revenue, Series A, 5.00%, 7/1/49, Continuously Callable @ 102	$	500,000	$	555,250
New York (9.1%):
Build NYC Resource Corp. Revenue Bonds, 4.00%, 6/15/51, Continuously Callable @ 100		500,000		542,090
Huntington Local Development Corp. Revenue Bonds, Series S, 3.00%, 7/1/25		500,000		523,435
Metropolitan Transportation Authority Revenue Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (c)		365,000		478,041
Series D-3, 4.00%, 11/15/49, Continuously Callable @ 100		500,000		583,620
New York State Dormitory Authority Revenue, 6.00%, 7/1/40, Continuously Callable @ 100 (d)		1,000,000		1,010,730
New York State Dormitory Authority Revenue Bonds, 4.00%, 7/1/40, Continuously Callable @ 100		200,000		221,634
New York Transportation Development Corp. Revenue Bonds, 5.00%, 10/1/40, Continuously Callable @ 100		750,000		948,555
Onondaga Civic Development Corp. Revenue, 5.00%, 10/1/40, Continuously Callable @ 100		250,000		264,132
				4,572,237
North Carolina (3.7%):
North Carolina Medical Care Commission Revenue Bonds, 5.00%, 10/1/50, Continuously Callable @ 103		250,000		286,410
University of North Carolina Hill Revenue Bonds, 5.00%, 2/1/49		1,000,000		1,570,030
				1,856,440
North Dakota (2.0%):
Grand Forks, North Dakota Senior Housing and Nursing Facility Revenue Bonds, 5.00%, 12/1/36, Continuously Callable @ 100		1,000,000		1,033,230
Ohio (3.9%):
Buckeye Tobacco Settlement Financing Authority Revenue Bonds, Series B-2, 5.00%, 6/1/55, Continuously Callable @ 100		1,000,000		1,169,640
County of Hardin Revenue Bonds, 5.50%, 5/1/50, Continuously Callable @ 103		500,000		541,025
Northeast Ohio Medical University Revenue Bonds, Series A, 4.00%, 12/1/45, Continuously Callable @ 100		225,000		251,136
				1,961,801
Oklahoma (0.0%): (e)
Oklahoma Development Finance Authority Continuing Care Retirement Community Revenue Bonds, Series 2012, 6.00%, 1/1/32, Continuously Callable @ 100 (f) (g)		1,885,000		21,037
Oregon (1.9%):
Clackamas County Hospital Facility Authority Revenue Bonds Series A, 5.00%, 11/15/52, Continuously Callable @ 102		500,000		549,875
Series A, 5.38%, 11/15/55, Continuously Callable @ 102		100,000		110,521
Yamhill County Hospital Authority Revenue Bonds, Series A, 5.00%, 11/15/51, Continuously Callable @ 103		250,000		291,560
				951,956

See notes to financial statements.

41

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Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Pennsylvania (2.4%):
Bucks County IDA Revenue Bonds, 5.00%, 7/1/54, Continuously Callable @ 100	$	500,000	$	598,625
Pennsylvania Economic Development Financing Authority Revenue Bonds, 9.00%, 4/1/51, (Put Date 4/13/28) (a) (c)		500,000		603,100
				1,201,725
South Carolina (3.5%):
Lancaster County, Walnut Creek Improvement District Assessment Refunding Revenue Bonds, Series 2016 A-1, 5.00%, 12/1/37, Continuously Callable @ 100		1,675,000		1,763,122
South Dakota (1.1%):
Oglala Sioux Tribe, Series 2012, 5.00%, 10/1/22, Callable 8/9/21 @ 100 (a)		545,000		545,820
Texas (5.6%):
New Hope Cultural Education Facilities Finance Corp. Revenue, 5.00%, 7/1/47, Continuously Callable @ 102		1,000,000		703,400
Port of Port Arthur Navigation District Revenue Series A, 0.06%, 4/1/40, Continuously Callable @ 100 (b)		400,000		400,000
Series C, 0.07%, 4/1/40, Continuously Callable @ 100 (b)		600,000		600,000
Texas Private Activity Bond Surface Transportation Corp. Revenue Bonds, NTE Mobility Partners Segments 3 LLC — Segments 3A & 3B Facility, Series 2013, 7.00%, 12/31/38, Continuously Callable @ 100		1,000,000		1,123,500
				2,826,900
Utah (6.5%):
Jordanelle Special Service District Special Assessment, Series C, 12.00%, 8/1/30, Continuously Callable @ 100 (a)		1,337,656		1,342,819
Utah Charter School Finance Authority Revenue Bonds, 2.75%, 4/15/50, Continuously Callable @ 100		525,000		532,865
Utah Infrastructure Agency Revenue Bonds, Series A, 5.38%, 10/15/40, Continuously Callable @ 100		1,150,000		1,395,847
				3,271,531
Vermont (0.6%):
Vermont Educational & Health Buildings Financing Agency Revenue, 5.00%, 10/15/46, Continuously Callable @ 100		250,000		284,987
West Virginia (2.3%):
The County Commission of Monongalia County, WV Special District Excise Tax Revenue Bonds, Series 2017 A, 5.75%, 6/1/43, Continuously Callable @ 100 (a)		1,000,000		1,166,300
Wisconsin (2.1%):
Public Finance Authority Revenue Bonds Series A, 5.25%, 3/1/55, Continuously Callable @ 100 (a)		500,000		543,870
Series A, 5.00%, 7/1/55, Continuously Callable @ 100 (a)		500,000		545,875
				1,089,745
Total Municipal Bonds (Cost $44,345,649)				47,406,485

See notes to financial statements.

42

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Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Exchange-Traded Funds (4.9%)
SPDR Nuveen Bloomberg Barclays High Yield Municipal Bond ETF		8,000	$	486,560
VanEck Vectors High-Yield Municipal Index ETF		31,000		1,971,910
Total Exchange-Traded Funds (Cost $2,163,378)				2,458,470
Total Investments (Cost $46,509,027) — 99.0%				49,864,955
Other assets in excess of liabilities — 1.0%				500,461
NET ASSETS — 100.00%			$	50,365,416

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $7,729,318 and amounted to 15.3% of net assets.

(b)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(c)  Put Bond.

(d)  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 illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $1,010,730 and amounted to 2.0% of net assets.

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

(f)  Defaulted security.

(g)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, illiquid securities were less than 0.05% of net assets.

ETF — Exchange-Traded Fund

IDA — Industrial Development Authority

LLC — Limited Liability Company

See notes to financial statements.

43

Victory Portfolios
Victory Floating Rate Fund Schedule of Portfolio Investments
June 30, 2021

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Warrants (0.0%) (a)
Communication Services (0.0%) (a):
Cineworld		377,856	$	240,403
Total Warrants (Cost $—)				240,403
Senior Secured Loans (83.4%)
84 Lumber Co., Term B-1 Loans, First Lien (LIBOR01M+300bps), 11/13/26 (b) (c) (d)	$	3,000,000		2,997,000
84 Lumber Co., Term B-1 Loans, First Lien, 3.75% (LIBOR01M+300bps), 11/13/26 (b)		13,947,456		13,933,509
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien, 5.50% (LIBOR01M+475bps), 3/24/28 (b)		10,500,000		10,938,375
Academy Ltd., Refinancing Term Loans, First Lien, 4.50% (LIBOR01M+375bps), 11/6/27 (b)		8,216,250		8,244,514
ACProducts, Inc. Initial Term Loans, First Lien, 5/6/28 (c) (d)		3,000,000		2,982,870
ACProducts, Inc. Initial Term Loans, First Lien, 4.75% (LIBOR01M+425bps), 5/17/28 (b)		23,000,000		22,868,670
Acrisure LLC, Term Loan B 2020, First Lien, 3.70% (LIBOR03M+350bps), 2/15/27 (b)		15,335,566		15,156,600
Admi Corp. Amendment No. 4, Refinancing Term Loans, First Lien, 3.25% (LIBOR01M+275bps), 12/23/27 (b)		15,461,250		15,277,725
Air Medical Group Holdings, Inc., Incremental Term Loan B, First Lien, 5.25% (LIBOR06M+425bps), 3/14/25 (b)		4,886,076		4,895,653
Air Methods Corp., Initial Term Loans, First Lien, 4.50% (LIBOR03M+350bps), 4/21/24 (b)		10,872,128		10,702,848
Aldevron LLC, Term Loan B, First Lien, 4.25% (LIBOR01M+325bps), 10/11/26 (b)		7,129,849		7,127,639
Alliance Laundry Systems LLC, Initial Term B Loans, First Lien, 4.25% (LIBOR03M+350bps), 10/8/27 (b)		13,398,620		13,409,071
Alliant Holdings Intermediate LLC, New Term Loan, First Lien, 11/6/27 (c) (d)		1,200,000		1,200,996
Alphabet Holding Co., Inc., Initial Term Loan, Second Lien, 7.84% (LIBOR01M+775bps), 8/15/25 (b)		1,859,375		1,859,951
Alphabet Holding Co., Inc., Term Loan B, First Lien, 3.59% (LIBOR01M+350bps), 9/28/24 (b)		14,353,798		14,330,831
American Axle & Manufacturing, Inc., Term Loan B, First Lien, 3.00% (LIBOR01M+225bps), 4/6/24 (b)		4,736,505		4,715,380
Amneal Pharmaceuticals LLC, Initial Term Loans, First Lien, 3.63% (LIBOR01M+350bps), 3/23/25 (b)		7,716,670		7,562,336
Anchor Packaging LLC, Initial Term Loans, First Lien, 4.09% (LIBOR01M+400bps), 7/18/26 (b)		8,918,102		8,929,250
AOT Packaging Products Acquisitionco LLC, Closing Date Initial Term Loans, First Lien, 3.75% (LIBOR06M+325bps), 3/3/28 (b)		8,571,920		8,504,459
AOT Packaging Products Acquisitionco LLC, Delayed Draw Term Loan Commitment, First Lien, 3.75% (LIBOR06M+325bps), 1/29/28 (b) (d) (h)		1,926,043		1,910,885
Apex Tool Group LLC, 2019 Term Loan B, First Lien (LIBOR01M+525bps), 8/21/24 (b) (c) (d)		2,000,000		2,006,380
AT Home Group, Inc., Term Loan B, First Lien, 6/24/28 (c) (d)		12,000,000		12,000,000

See notes to financial statements.

44

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June 30, 2021

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Security Description	Principal Amount		Value
AthenaHealth, Inc., Additional Term B-1, First Lien, 4.41% (LIBOR03M+425bps), 2/11/26 (b)	$	12,468,750	$	12,496,057
Blount International, Inc., Initial Term Loan Repricing, First Lien, 4.75% (LIBOR01M+375bps), 4/12/23 (b)		5,806,125		5,819,595
Boyd Gaming Corp., Refinancing Term B Loans, First Lien, 2.34% (LIBOR01M+225bps), 9/15/23 (b) (d)		11,791,890		11,772,669
Brand Energy and Infrastructure Services, Inc., Initial Term Loan, First Lien, 5.25% (LIBOR03M+425bps), 6/21/24 (b)		7,683,346		7,552,498
Brookfield Property REIT, Inc., Initial Term B Loans, First Lien, 2.59% (LIBOR01M+250bps), 8/24/25 (b)		9,948,847		9,700,126
BW NHHC Holdco, Inc., Term Loan Lien 2, Second Lien, 9.16% (LIBOR03M+900bps), 5/15/26 (b)		3,000,000		1,800,000
BWAY Holding Co., Initial Term Loan, First Lien, 3.39% (LIBOR01M+325bps), 4/3/24 (b)		9,948,187		9,701,074
Caesars Resort Collection LLC, Term B-1 Loans, First Lien, 4.59% (LIBOR01M+450bps), 6/19/25 (b)		7,947,462		7,967,331
Calpine Corp., 2020 Term Loans, First Lien, 2.60% (LIBOR01M+250bps), 12/16/27 (b)		2,980,143		2,958,299
Chassix, Inc., Term Loan B, First Lien, 6.50% (LIBOR03M+550bps), 11/10/23 (b)		1,854,079		1,837,856
Chassix, Inc., Term Loan B, First Lien, 6.50% (LIBOR06M+550bps), 11/10/23 (b)		1,991,336		1,973,912
CityCenter Holdings LLC, Term B Loan, First Lien, 3.00% (LIBOR01M+225bps), 4/18/24 (b)		13,937,797		13,815,841
CLARIOS GLOBAL LP, Term B-1, First Lien, 3.34% (LIBOR01M+325bps), 4/30/26 (b)		8,234,783		8,152,436
Consolidated Communications, Inc., 2020 Term B-1, First Lien, 4.25% (LIBOR01M+350bps), 10/2/27 (b) (d)		7,644,610		7,654,165
Cornerstone Building Brands, Inc., New Term Loan B, First Lien, 3.75% (LIBOR01M+325bps), 4/12/28 (b)		16,770,406		16,745,250
CP ATLAS BUYER, Inc., Term B Loans, First Lien, 4.25% (LIBOR06M+375bps), 11/23/27 (b)		18,952,500		18,891,283
CPM Holdings, Inc., Initial Term Loans, First Lien, 3.59% (LIBOR01M+350bps), 11/17/25 (b)		2,924,996		2,900,133
CPM Holdings, Inc., Initial Term Loans, Second Lien, 8.34% (LIBOR01M+825bps), 11/16/26 (b)		1,595,960		1,574,685
Crown Finance US, Inc., Initial Term B-1 Loan, First Lien, 7.00% (LIBOR+700bps), 5/23/24 (b)		1,174,322		1,476,710
Cumulus Media New Holdings, Inc., Initial Term Loan, First Lien, 4.75% (LIBOR03M+375bps), 3/31/26 (b)		3,044,142		3,047,186
Dayco Products LLC, Term Loans, First Lien, 4.39% (LIBOR03M+425bps), 5/19/24 (b)		7,680,000		7,286,400
Delta 2 (Lux) S.a.r.l., New Term Loan B, First Lien, 3.50% (LIBOR01M+250bps), 2/1/24 (b) (d)		18,000,000		17,890,380
DELTA AIR LINES, Inc. and SKYMILES IP Ltd., Initial Term Loan, First Lien, 10/20/27 (c) (d)		8,411,595		8,880,037
DELTA AIR LINES, Inc. and SKYMILES IP Ltd., Initial Term Loan, First Lien, 4.75% (LIBOR03M+375bps), 9/16/27 (b)		7,500,000		7,917,675
Dole Food Co., Inc., Tranche B Term Loan, First Lien, 3.75% (LIBOR01M+275bps), 4/6/24 (b)		13,634,129		13,617,087

See notes to financial statements.

45

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (b)	$	5,519,394	$	5,372,192
Endo Luxembourg Finance Co. I S.a.r.l., Term B-1, First Lien, 5.75% (LIBOR01M+500bps), 3/11/28 (b)		15,071,729		14,520,706
ENTERCOM MEDIA Corp., New Term Loan, First Lien, 2.60% (LIBOR01M+250bps), 11/17/24 (b)		15,629,292		15,461,277
Eyemart Express LLC, Term Loan, First Lien, 4.00% (LIBOR01M+300bps), 8/2/24 (b) (d)		3,994,819		3,984,832
First Brands Group LLC, 2021 Term Loans, First Lien, 6.00% (LIBOR03M+500bps), 3/24/27 (b)		5,000,000		5,052,100
Forterra Finance LLC, Replacement Term Loan, First Lien, 4.00% (LIBOR01M+300bps), 10/25/23 (b)		16,464,102		16,459,986
Froneri International Ltd., Facility B2 Loan, First Lien, 2.34% (LIBOR01M+225bps), 1/31/27 (b)		6,934,962		6,825,737
Frontier Communications Corp., DIP Term Loan, First Lien, 4.50% (LIBOR01M+375bps), 10/8/27 (b)		9,975,000		9,975,000
Gates Global LLC, Initial B-3 Dollar Term Loan, First Lien, 3.50% (LIBOR01M+275bps), 3/31/27 (b)		10,984,115		10,955,557
Global Medical Response, Inc., 2020 Term Loan, First Lien, 5.75% (LIBOR06M+475bps), 10/2/25 (b)		8,964,975		8,998,594
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25% (LIBOR02M+250bps), 10/4/23 (b)		11,024,589		10,935,511
Graham Packaging Co., Inc., New Term Loans, First Lien, 3.75% (LIBOR01M+300bps), 8/4/27 (b)		15,817,983		15,794,572
Great Outdoors Group LLC, Term B-1 Loan, First Lien, 5.00% (LIBOR03M+425bps), 2/26/28 (b)		16,915,000		16,957,288
GTT Communications BV, Delayed Draw Term Loan, First Lien, 3.50% (LIBOR01M+250bps), 12/28/21 (b)		520,144		524,414
Gulf Finance LLC, Term Loan B, First Lien, 6.25% (LIBOR01M+525bps), 8/25/23 (b)		3,974,245		3,365,351
Hertz Corp., Term Loan B, First Lien, 6/14/28 (c) (d)		12,831,715		12,815,676
Hertz Corp., Term Loan C, First Lien, 6/14/28 (c) (d)		2,418,285		2,415,262
Hillman Group, Inc., Delayed Draw Term loan, First Lien, 2/24/28 (c) (d) (h)		1,603,376		1,598,630
Hillman Group, Inc., Term Loan B, First Lien, 4.09% (LIBOR01M+400bps), 5/31/25 (b)		5,931,297		5,916,469
Hillman Group, Inc., Term Loan B1, First Lien, 2/24/28 (c) (d)		1,202,532		1,198,972
Hillman Group, Inc., Term Loan B1, First Lien, 2/24/28 (c) (d)		6,694,093		6,674,278
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.19% (LIBOR03M+500bps), 10/26/25 (b)		7,045,765		7,022,303
Hub International Ltd., Term Loan B, First Lien, 2.93% (LIBOR03M+275bps), 4/25/25 (b)		10,259,615		10,140,501
iHeartCommunications, Inc., Second Amendment Incremental Term Loan, First Lien, 4.75% (LIBOR01M+400bps), 5/1/26 (b)		4,969,887		4,969,887
iHeartCommunications, Inc., Term Loan B, First Lien, 5/1/26 (c) (d)		2,500,000		2,500,000
iHeartCommunications, Inc., Term Loans, First Lien, 3.09% (LIBOR01M+300bps), 5/1/26 (b) (d)		20,136,806		19,948,124
Ineos U.S Petrochem LLC, 2026 Tranche B Dollar Term Loans, First Lien, 3.25% (LIBOR03M+275bps), 1/29/26 (b)		8,000,000		7,972,480
Ingram Micro, Inc., Term Loan B, First Lien, 4/1/28 (c) (d)		3,500,000		3,504,375
Innio North America Holding, Inc., Facility B USD, First Lien, 3.20% (LIBOR03M+300bps), 11/6/25 (b)		8,893,785		8,626,971

See notes to financial statements.

46

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Insulet Corp., Term Loan B, First Lien, 3.75% (LIBOR01M+325bps), 5/3/28 (b)	$	4,000,000	$	4,002,520
Intelsat Jackson Holdings S.A., DIP Term Loan Commitment, First Lien, 6.50% (LIBOR03M+550bps), 7/13/21 (b)		4,172,613		4,196,105
Intelsat Jackson Holdings S.A.,Term B-3, First Lien, 8.00% (Prime+475bps), 11/27/23 (b) (d)		11,750,000		11,916,497
Janus International Group LLC Amendment No 3, Refinancing Term Loans, First Lien, 4.25% (LIBOR01M+325bps), 2/15/25 (b)		8,902,388		8,902,388
Jo-Ann Stores LLC, Loan, First Lien, 6.00% (LIBOR01M+500bps), 10/16/23 (b)		23,000,000		22,965,500
Jo-Ann Stores LLC, Term Loan B, First Lien, 6/30/28 (c)		22,500,000		22,443,750
Kindred Healthcare LLC, Term Loan New, First Lien, 4.63% (LIBOR01M+450bps), 7/2/25 (b)		15,825,338		15,785,774
LABL, Inc., Term B USD Facility, First Lien, 4.09% (LIBOR01M+400bps), 7/2/26 (b)		6,409,636		6,396,304
LBM Acquisition LLC, Initial Delayed Draw Term Loan Commitment, First Lien, 12/8/27 (c) (d) (h)		2,666,667		2,646,107
LBM Acquisition LLC, Initial Delayed Draw Term Loan Commitment, First Lien, 4.50% (LIBOR02M+375bps), 12/17/27 (b)		362,955		360,156
LBM Acquisition LLC, Initial Term Loan, First Lien, 4.50% (LIBOR03M+375bps), 12/17/27 (b)		9,545,455		9,471,859
LBM Acquisition LLC, Initial Term Loan, First Lien, 12/17/27 (c) (d)		4,090,909		4,059,368
Leslie's Poolmart, Inc., Term Loan B, First Lien, 3.25% (LIBOR03M+275bps), 3/9/28 (b)		14,556,626		14,493,014
Leslie's Poolmart, Inc., Term Loan B, First Lien, 3/9/28 (c) (d)		6,000,000		5,973,780
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 5.75% (LIBOR03M+475bps), 12/15/24 (b)		13,487,500		13,492,356
Lifepoint Health, Inc., Term B Loans, First Lien, 3.84% (LIBOR01M+375bps), 11/16/25 (b)		4,934,991		4,920,779
LifeScan Global Corp., Initial Term Loan, First Lien, 6.20% (LIBOR03M+600bps), 6/19/24 (b)		15,293,442		15,140,508
LifeScan Global Corp., Initial Term Loan, Second Lien, 9.70% (LIBOR03M+950bps), 6/19/25 (b)		2,250,000		2,118,757
Lower Cadence Holdings LLC, Initial Term Loans, First Lien, 4.09% (LIBOR01M+400bps), 5/22/26 (b) (d)		6,994,894		6,942,432
Lucid Energy Group II Borrower LLC, Initial Term Loan, First Lien, 4.00% (LIBOR01M+300bps), 2/18/25 (b)		9,974,227		9,870,894
Madison IAQ LLC, Initial Term Loans, First Lien, 3.75% (LIBOR03M+325bps), 6/16/28 (b)		9,000,000		9,000,000
Majordrive Holdings IV LLC, Initial term Loans, First Lien, 4.50% (LIBOR03M+400bps), 6/1/28 (b)		3,750,000		3,751,162
Men's Wearhouse, Inc., Term loan, First Lien		51,299		67,715
Meredith Corp., Term B-2 Facility, First Lien, 2.59% (LIBOR01M+250bps), 1/31/25 (b)		5,000,000		4,976,250
Meredith Corp., Tranche B-3 Term Loans, First Lien, 5.25% (LIBOR03M+425bps), 1/31/25 (b)		16,396,548		16,744,975
MHI Holdings LLC, Initial Term Loans, First Lien, 5.10% (LIBOR01M+500bps), 9/20/26 (b)		8,879,857		8,902,057
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 6.25% (LIBOR03M+525bps), 6/20/27 (b)		11,000,000		11,738,760

See notes to financial statements.

47

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Momentive Performance Materials, Inc., Initial Dollar Term Loan, First Lien, 3.35% (LIBOR01M+325bps), 5/15/24 (b)	$	5,696,197	$	5,655,868
Navicure, Inc., Initial Term Loans, First Lien, 4.09% (LIBOR01M+400bps), 10/23/26 (b)		9,443,511		9,450,876
Navistar, Inc., Tranche B Term Loan, First Lien, 3.60% (LIBOR02M+350bps), 11/6/24 (b)		9,943,548		9,943,548
NorthRiver Midstream Finance LP, Initial Term Loan B, First Lien, 3.45% (LIBOR03M+325bps), 10/1/25 (b)		5,979,513		5,924,681
Organon & Co., Dollar Term Loan, First Lien, 3.50% (LIBOR06M+300bps), 6/2/28 (b)		10,000,000		10,006,300
Ortho-Clinical Diagnostics, Inc., Term Loan B New, First Lien, 3.09% (LIBOR01M+300bps), 5/22/25 (b)		5,097,949		5,092,494
Packaging Coordinators Midco, Inc., Term B Loans, First Lien, 4.25% (LIBOR03M+350bps), 12/1/27 (b)		9,476,250		9,480,989
Park River Holdings, Inc., Initial Term Loans, First Lien, 4.00% (LIBOR03M+325bps), 1/20/28 (b)		10,000,000		9,939,100
Peraton Corp., Term Loan B, First Lien, 4.50% (LIBOR01M+375bps), 2/1/28 (b)		11,471,250		11,495,110
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 4.00% (LIBOR03M+325bps), 2/25/28 (b)		25,286,625		25,227,960
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (b)		17,750,000		17,754,438
PG&E Corp., Term Loan, First Lien, 3.50% (LIBOR03M+300bps), 6/23/25 (b)		10,904,925		10,748,221
Pluto Acquisition I, Inc., 2021 Term Loans, First Lien, 6/20/26 (c) (d)		11,000,000		11,000,000
PQ Group Holdings, Inc., Term Loan, First Lien, 4/30/28 (c) (d)		4,000,000		4,001,240
Presidio Holdings, Inc., Term Loan B, First Lien, 3.69% (LIBOR03M+350bps), 12/19/26 (b)		3,752,764		3,744,545
Presidio Holdings, Inc., Term Loan B, First Lien, 3.60% (LIBOR01M+350bps) (b)		227,136		226,638
Radiology Partners, Inc., Term Loan New, First Lien, 4.33% (LIBOR01M+425bps), 7/9/25 (b)		9,201,802		9,194,165
Rent-A-Center, Initial Term Loans, First Lien, 4.75% (LIBOR01M+400bps), 1/17/28 (b)		8,179,500		8,179,500
Revint Intermediate II LLC, Initial Term Loans, First Lien, 5.75% (LIBOR01M+500bps), 10/15/27 (b)		9,975,000		10,046,720
Reynolds Group Holdings, Inc., 2017 Incremental U.S. Term Loans, First Lien, 2.84% (LIBOR01M+275bps), 2/5/23 (b)		3,122,333		3,114,528
Reynolds Group Holdings, Inc., Tranche B-2 U.S. Term Loans, First Lien, 3.34% (LIBOR01M+325bps), 2/16/26 (b)		6,965,000		6,915,270
Rising Tide Holdings, Inc., Initial Term Loan, First Lien, 6/1/28 (c) (d)		6,000,000		6,003,780
Robertshaw U.S. Holding Corp., 2nd Lien Initial Term Loans, Second Lien, 9.00% (LIBOR01M+800bps), 2/15/26 (b)		4,000,000		3,440,000
Robertshaw U.S. Holding Corp., Term Loan B, First Lien, 4.50% (LIBOR01M+350bps), 2/28/25 (b)		9,945,000		9,596,925
Ryan Specialty Group LLC, Term Loan, First Lien, 3.75% (LIBOR01M+300bps), 9/1/27 (b)		7,947,462		7,939,992
Sabert Corp., Initial Term Loans, First Lien, 5.50% (LIBOR01M+450bps), 12/10/26 (b)		7,782,110		7,767,558
Scientific Games International, Inc., Term Loan B-5, First Lien, 2.84% (LIBOR01M+275bps), 8/14/24 (b)		7,958,869		7,899,177

See notes to financial statements.

48

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June 30, 2021

  (Unaudited)

Security Description	Principal Amount		Value
Sedgwick Claims Management Services, Inc., Initial Term Loans, First Lien, 12/31/25 (c) (d)	$	5,000,000	$	4,943,750
Sinclair Television Group, Inc., Term Loan B-3, First Lien, 3.10% (LIBOR01M+300bps), 3/25/28 (b)		5,000,000		4,950,000
SIWF Holdings, Inc., Initial Term Loan, First Lien, 4.34% (LIBOR01M+425bps), 6/15/25 (b)		11,821,306		11,821,306
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.59% (LIBOR01M+850bps), 5/26/26 (b)		1,500,000		1,500,945
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (b)		5,594,595		6,084,122
Spectacle Gary Holdings LLC, Delayed Draw Term Loan Commitment, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (b)		405,405		440,878
SRS Distribution, Inc., 2021 Refinancing Term Loans, First Lien, 4.25% (LIBOR01M+375bps), 5/20/28 (b) (d)		14,500,000		14,483,905
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (b)		2,967,416		2,888,275
Station Casinos LLC, Term B-1 Facility Loans, First Lien, 2.50% (LIBOR01M+225bps), 2/8/27 (b)		14,428,757		14,251,428
Surgery Center Holdings, Inc., New Term Loans, First Lien, 4.50% (LIBOR01M+375bps), 8/31/24 (b)		12,005,681		12,048,781
Surgery Center Holdings, Inc., New Term Loans, First Lien, 8/31/26 (c)		500,000		501,795
Tailwind Smith Cooper Intermediate Corp., Initial Term Loans, Second Lien, 9.10% (LIBOR01M+900bps), 5/28/27 (b)		3,000,000		2,640,000
Team Health Holdings, Inc., Initial Term Loans, First Lien, 3.75% (LIBOR01M+275bps), 2/6/24 (b)		13,597,883		13,172,949
Tenneco, Inc., Tranche B Term Loan, First Lien (LIBOR01M+300bps), 10/1/25 (b) (c) (d)		2,322,746		2,294,873
Tenneco, Inc., Tranche B Term Loan, First Lien, 3.09% (LIBOR01M+300bps), 10/1/25 (b)		13,322,103		13,162,238
The Men's Wearhouse LLC, Term Loan, First Lien, 9.00% (LIBOR01M+800bps), 12/1/25 (b)		2,727,093		2,232,807
The Michaels Cos., Inc., Term B Loans, First Lien, 5.00% (LIBOR03M+425bps), 4/15/28 (b)		24,000,000		24,087,360
Thor Industries, Inc., Term B-1, First Lien, 3.13% (LIBOR01M+300bps), 2/1/26 (b)		8,753,496		8,742,554
Titan Acquisition Ltd., Initial Term Loan, First Lien, 3.27% (LIBOR03M+300bps), 3/28/25 (b)		13,830,391		13,578,540
TransDigm, Inc., Tranche F Refinancing Term Loan, First Lien, 2.34% (LIBOR01M+225bps), 12/9/25 (b)		14,931,799		14,699,759
Traverse Midstream Partners LLC, Advance, First Lien, 6.50% (LIBOR01M+550bps), 9/27/24 (b)		7,815,362		7,839,824
TRUCK HERO, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR01M+375bps), 1/20/28 (b)		8,977,500		8,973,011
U.S. Renal Care, Inc., Initial Term Loan, First Lien, 5.13% (LIBOR01M+500bps), 7/26/26 (b) (d)		19,380,717		19,449,325
United Airlines, Inc., Class B Term Loans, First Lien, 4.50% (LIBOR03M+375bps), 4/21/28 (b)		9,975,000		10,096,895
Univision Communications, Inc., 2020 Replacement New First-Lien Term Loans, First Lien, 4.75% (LIBOR01M+375bps), 3/24/26 (b)		11,842,808		11,855,716
Univision Communications, Inc., Term Loan B, First Lien, 5/7/28 (c) (d)		3,500,000		3,483,970

See notes to financial statements.

49

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  (Unaudited)

Security Description	Principal Amount		Value
USI, Inc., 2017 New Term Loans, First Lien, 3.20% (LIBOR03M+300bps), 5/16/24 (b)	$	12,687,393	$	12,562,549
Utz Quality Foodz LLC, 2021 New Term Loans, First Lien, 3.09% (LIBOR01M+300bps), 1/20/28 (b)		7,960,003		7,947,187
Verscend Holding Corp., New Term Loan B-1 Facility, First Lien, 4.09% (LIBOR01M+400bps), 8/27/25 (b)		7,877,731		7,890,414
Vertex Aerospace Services Corp., Term Loan, First Lien, 4.09% (LIBOR01M+400bps), 6/29/27 (b)		6,907,688		6,901,194
Victoria's Secret & Co., Term B, First Lien, 6/30/28		3,000,000		2,977,500
Weber-Stephen Products LLC, Initial Term B Loans, First Lien, 4.00% (LIBOR01M+325bps), 10/30/27 (b)		16,387,354		16,407,839
Welbilt, Inc., Facility Term Loan, First Lien, 2.59% (LIBOR01M+250bps), 10/23/25 (b)		15,000,000		14,868,750
WestJet Airlines Ltd., Initial Term Loan, First Lien, 4.00% (LIBOR06M+300bps), 12/11/26 (b)		9,949,495		9,750,505
WHITE CAP BUYER LLC, Initial Closing Date Term Loan, First Lien, 4.50% (LIBOR03M+400bps), 10/19/27 (b)		11,452,475		11,466,791
WireCo WorldGroup, Inc., Term Loans, First Lien, 6.00% (LIBOR06M+500bps), 9/30/23 (b)		9,710,821		9,707,325
WP CPP Holdings LLC, Term Loan, Second Lien, 8.75% (LIBOR03M+775bps), 4/30/26 (b)		2,000,000		1,941,660
WP CPP Holdings LLC, Term Loans, First Lien, 4.75% (LIBOR03M+375bps), 4/30/25 (b)		9,863,721		9,656,583
Total Senior Secured Loans (Cost $1,446,637,016)				1,448,843,365
Corporate Bonds (13.2%)
Communication Services (3.1%):
Audacy Capital Corp., 6.50%, 5/1/27, Callable 5/1/22 @ 104.88 (e)		2,000,000		2,079,400
CSC Holdings LLC, 6.50%, 2/1/29, Callable 2/1/24 @ 103.25 (e)		4,500,000		4,983,255
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (e)		10,997,000		11,505,721
Frontier Communications Holdings LLC, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (e)		8,460,000		8,750,686
Nexstar Broadcasting, Inc., 4.75%, 11/1/28, Callable 11/1/23 @ 102.38 (e)		5,000,000		5,139,800
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (e) (f)		13,350,000		13,601,247
Univision Communications, Inc. 6.63%, 6/1/27, Callable 6/1/23 @ 103.31 (e)		6,500,000		7,042,945
4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (e)		750,000		755,640
				53,858,694
Consumer Discretionary (3.2%):
Academy Ltd., 6.00%, 11/15/27, Callable 11/15/23 @ 103 (e)		2,000,000		2,140,120
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (e)		7,000,000		7,442,610
Boyd Gaming Corp., 4.75%, 6/15/31, Callable 6/15/26 @ 102.38 (e)		3,050,000		3,170,902
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27, Callable 8/15/22 @ 103.31 (e) (f)		14,000,000		6,866,580
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (e)		6,000,000		6,059,220

See notes to financial statements.

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Security Description	Principal Amount		Value
Life Time, Inc., 5.75%, 1/15/26, Callable 1/15/23 @ 102.88 (e)	$	6,000,000	$	6,217,080
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (e)		2,000,000		2,060,780
PetSmart, Inc./PetSmart Finance Corp., 7.75%, 2/15/29, Callable 2/15/24 @ 103.88 (e) (f)		1,650,000		1,819,884
Scientific Games International, Inc. 8.63%, 7/1/25, Callable 7/1/22 @ 104.31 (e)		1,000,000		1,094,430
8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (e)		6,000,000		6,443,280
Tenneco, Inc. 5.00%, 7/15/26, Callable 8/9/21 @ 102.5		3,840,000		3,820,493
7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (e)		2,160,000		2,439,158
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 5/15/22 @ 109.75 (e) (f)		6,000,000		7,056,240
				56,630,777
Consumer Staples (0.6%):
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (e)		10,595,000		10,668,423
Energy (0.7%):
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (e)		2,000,000		2,088,640
Antero Resources Corp. 8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (e)		5,000,000		5,685,950
5.38%, 3/1/30, Callable 3/1/25 @ 102.69 (e)		1,000,000		1,020,500
Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100		1,500,000		1,657,410
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100		2,000,000		2,080,940
				12,533,440
Financials (1.3%):
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (e)		4,000,000		4,164,000
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (e) (f)		6,500,000		7,160,270
White Capital Parent LLC PIK, 8.25%, 3/15/26, Callable 3/15/22 @ 102 (e) (g)		2,250,000		2,327,985
Wolverine Escrow LLC 9.00%, 11/15/26, Callable 11/15/22 @ 106.75 (e)		4,453,000		4,341,764
13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (e)		4,750,000		4,004,535
				21,998,554
Health Care (2.3%):
Air Methods Corp., 8.00%, 5/15/25, Callable 8/9/21 @ 102 (e) (f)		13,250,000		12,521,515
Bausch Health Cos., Inc. 4.88%, 6/1/28, Callable 6/1/24 @ 102.44 (e)		2,500,000		2,556,650
5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (e) (f)		3,000,000		2,798,940
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.38%, 6/1/25, Callable 6/1/22 @ 103.69 (e) (f)		1,196,000		1,283,691
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (e) (f)		2,500,000		2,770,675
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (e)		2,150,000		2,361,302
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/23/21 @ 101.59 (e)		8,383,000		7,979,610
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (e)		7,000,000		7,448,420
				39,720,803

See notes to financial statements.

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  (Unaudited)

Security Description	Principal Amount		Value
Industrials (1.4%):
American Airlines, Inc., 11.75%, 7/15/25 (e)	$	12,185,000	$	15,289,860
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 8/9/21 @ 100 (e)		4,000,000		4,018,800
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (e)		4,000,000		4,404,040
				23,712,700
Information Technology (0.6%):
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (e)		8,800,000		9,792,904
Total Corporate Bonds (Cost $223,558,740)				228,916,295
Yankee Dollars (1.2%)
Energy (0.5%):
Husky Holding Ltd. PIK, 13.00%, 2/15/25, Callable 8/9/21 @ 109.75 (e) (f) (g)		4,500,000		4,881,285
TechnipFMC PLC, 6.50%, 2/1/26, Callable 2/1/23 @ 103.25 (e)		2,800,000		3,020,696
				7,901,981
Industrials (0.6%):
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 7/19/21 @ 102.5 (e) (f)		4,000,000		4,149,920
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (e)		6,500,000		6,738,160
				10,888,080
Materials (0.1%):
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 8/9/21 @ 103.88 (e) (f)		2,500,000		2,591,975
Total Yankee Dollars (Cost $20,427,434)				21,382,036
Total Investments (Cost $1,690,623,190) — 97.8%				1,699,382,099
Other assets in excess of liabilities — 2.2%				38,798,350
NET ASSETS — 100.00%			$	1,738,180,449

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

(b)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.

(c)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

(d)  Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $242,739,488 and amounted to 14.0% of net assets.

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

(g)  All of the coupon is paid in kind.

See notes to financial statements.

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(h)  The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. At June 30, 2021, the Fund held unfunded or partially unfunded loan commitments of $4,450,085, which included a $30,563 unrealized loss.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Payment-in-Kind

PLC — Public Limited Company

PRIME — U.S. Prime Rate

REIT — Real Estate Investment Trust

See notes to financial statements.

53

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  (Unaudited)

Security Description	Principal Amount		Value
Asset-Backed Securities (0.9%)
Commonbond Student Loan Trust, Series 2021-AGS, Class A, 1.20%, 8/25/50, Callable 4/25/30 @ 100 (a)	$	270,757	$	269,420
Stack Infrastructure Issuer LLC, Series 2021-1A, Class A2, 1.88%, 3/26/46, Callable 3/25/24 @ 100 (a)		500,000		502,026
Total Asset-Backed Securities (Cost $770,694)				771,446
Collateralized Mortgage Obligations (8.3%)
AIMCO CLO, Series 2017-AA, Class DR, 3.34% (LIBOR03M+315bps), 4/20/34, Callable 4/20/23 @ 100 (a) (b)		400,000		399,995
Aimco CLO 14 Ltd., Series 2021-14A, Class D (LIBOR03M+290bps), 4/20/34, Callable 4/20/23 @ 100 (a) (b) (c)		800,000		793,439
Battalion CLO XIX Ltd., Series 2021-19A, Class D, 3.43% (LIBOR03M+325bps), 4/15/34 (a) (b) (c)		800,000		800,696
BB-UBS Trust, Series 2012-SHOW, Class A, 3.43%, 11/5/36, Callable 11/5/24 @ 100 (a)		300,000		317,943
Grace Trust, Series 2020-GRCE, Class C, 2.77%, 12/10/40, Callable 12/10/30 @ 100 (a) (c) (d)		650,000		662,579
Greywolf CLO II Ltd., Series 2013-1A, Class C2RR, 4.38% (LIBOR03M+420bps), 4/15/34, Callable 4/15/23 @ 100 (a) (b) (c)		900,000		899,985
GS Mortgage Securities Trust, Series 2017-FARM, Class B, 3.66%, 1/10/43, Callable 1/10/28 @ 100 (a) (d)		650,000		704,277
GS Mortgage Securities Trust, Series 2012-GCJ7, Class A4, 3.38%, 5/10/45, Callable 2/10/22 @ 100 (c)		171,418		172,367
Hilton USA Trust, Series 2016-SFP, Class A, 2.83%, 11/5/35 (a) (c)		500,000		502,106
JPMCC Mortgage Securities Trust, Series 2017-JP5, Class B, 4.08%, 3/15/50 (d)		200,000		220,507
OHA Credit Funding 2 Ltd., Series 2019-2A, Class CR, 2.39% (LIBOR03M+220bps), 4/21/34, Callable 4/21/23 @ 100 (a) (b)		600,000		600,210
SLG Office Trust, Series 2021-OVA, Class A, 2.59%, 7/15/41 (a)		600,000		625,128
Wells Fargo Commercial Mortgage Trust, Series 2017-C42, Class B, 4.00%, 12/15/50 (d)		150,000		165,488
Total Collateralized Mortgage Obligations (Cost $6,856,966)				6,864,720
Corporate Bonds (66.3%)
Communication Services (13.9%):
AMC Networks, Inc., 4.25%, 2/15/29, Callable 2/15/24 @ 102.13 (c) (e)		1,000,000		1,010,340
AT&T, Inc., 3.50%, 9/15/53, Callable 3/15/53 @ 100 (a) (c)		1,000,000		1,002,920
Charter Communications Operating LLC/Charter Communications Operating Capital 2.30%, 2/1/32, Callable 11/1/31 @ 100 (c)		800,000		770,504
3.70%, 4/1/51, Callable 10/1/50 @ 100		130,000		129,371
Cinemark USA, Inc., 5.25%, 7/15/28, Callable 7/15/24 @ 102.63 (a) (c)		850,000		871,633
Comcast Corp., 2.45%, 8/15/52, Callable 2/15/52 @ 100		400,000		361,120
CSC Holdings LLC, 7.50%, 4/1/28, Callable 4/1/23 @ 103.75 (a) (c)		1,000,000		1,095,200
Frontier Communications Holdings LLC, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (a)		500,000		517,180
iHeartCommunications, Inc., 5.25%, 8/15/27, Callable 8/15/22 @ 102.63 (a) (c)		1,000,000		1,046,720

See notes to financial statements.

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  (Unaudited)

Security Description	Principal Amount		Value
Scripps Escrow, Inc., 5.88%, 7/15/27, Callable 7/15/22 @ 104.41 (a)	$	250,000	$	258,858
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (a) (c)		1,500,000		1,528,230
Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (a) (c)		500,000		544,745
Sprint Corp., 7.63%, 3/1/26, Callable 11/1/25 @ 100		500,000		611,670
TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5 (c)		1,000,000		1,046,820
Univision Communications, Inc., 4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (a)		200,000		201,504
ViacomCBS, Inc. 4.38%, 3/15/43		150,000		173,158
4.95%, 5/19/50, Callable 11/19/49 @ 100 (e)		250,000		315,905
				11,485,878
Consumer Discretionary (8.8%):
Expedia Group, Inc., 2.95%, 3/15/31, Callable 12/15/30 @ 100		1,500,000		1,526,100
General Motors Co., 5.95%, 4/1/49, Callable 10/1/48 @ 100		300,000		408,444
Kohl's Corp., 5.55%, 7/17/45, Callable 1/17/45 @ 100 (c) (e)		400,000		479,664
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (a)		500,000		515,195
Marriott International, Inc., 2.85%, 4/15/31, Callable 1/15/31 @ 100 (c) (e)		1,750,000		1,778,385
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100		500,000		548,960
PetSmart, Inc./PetSmart Finance Corp., 7.75%, 2/15/29, Callable 2/15/24 @ 103.88 (a) (c)		750,000		827,220
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 5/15/22 @ 109.75 (a) (c)		1,000,000		1,176,040
				7,260,008
Consumer Staples (5.3%):
Altria Group, Inc., 2.45%, 2/4/32, Callable 11/4/31 @ 100 (c)		1,400,000		1,353,170
Constellation Brands, Inc. 2.88%, 5/1/30, Callable 2/1/30 @ 100 (c) (e)		800,000		840,200
4.10%, 2/15/48, Callable 8/15/47 @ 100 (c)		500,000		574,340
Kraft Heinz Foods Co., 4.25%, 3/1/31, Callable 12/1/30 @ 100 (c)		1,400,000		1,593,382
				4,361,092
Energy (6.3%):
Energy Transfer LP
3.75%, 5/15/30, Callable 2/15/30 @ 100 (c) (e)		200,000		217,436
5.00%, 5/15/50, Callable 11/15/49 @ 100 (c)		400,000		462,096
Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100 (c)		1,600,000		1,782,336
Marathon Petroleum Corp., 4.50%, 4/1/48, Callable 10/1/47 @ 100 (c)		280,000		320,219
ONEOK, Inc., 3.40%, 9/1/29, Callable 6/1/29 @ 100 (c) (e)		200,000		213,236
Ovintiv Exploration, Inc., 5.38%, 1/1/26, Callable 10/1/25 @ 100 (c) (e)		2,000,000		2,255,120
				5,250,443
Financials (12.0%):
AON Corp., 2.80%, 5/15/30, Callable 2/15/30 @ 100		695,000		731,168
Bank of America Corp. 2.69% (SOFR+110bps), 4/22/32, Callable 4/22/31 @ 100 (b) (c)		1,000,000		1,030,080
2.83% (SOFR+188bps), 10/24/51, Callable 10/24/50 @ 100, MTN (b) (c)		700,000		684,215
Chubb INA Holdings, Inc., 1.38%, 9/15/30, Callable 6/15/30 @ 100		1,000,000		951,330
Citigroup, Inc., 4.65%, 7/23/48, Callable 6/23/48 @ 100		200,000		261,968
CNA Financial Corp., 2.05%, 8/15/30, Callable 5/15/30 @ 100 (c)		1,600,000		1,572,880
Discover Bank, 2.70%, 2/6/30, Callable 11/6/29 @ 100 (c) (e)		2,000,000		2,093,960
General Motors Financial Co., Inc., 3.60%, 6/21/30, Callable 3/21/30 @ 100 (c)		500,000		541,980

See notes to financial statements.

55

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  (Unaudited)

Security Description	Principal Amount		Value
JPMorgan Chase & Co. 1.04% (SOFR+70bps), 2/4/27, Callable 2/4/26 @ 100 (b) (e)	$	500,000	$	491,455
3.33% (SOFR+158bps), 4/22/52, Callable 4/22/51 @ 100 (b)		200,000		213,446
Liberty Mutual Group, Inc., 3.95%, 10/15/50, Callable 4/15/50 @ 100 (a)		200,000		221,912
Morgan Stanley, 3.22% (SOFR+149bps), 4/22/42, Callable 4/22/41 @ 100 (b)		200,000		211,626
Willis North America, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100		885,000		930,816
				9,936,836
Health Care (2.6%):
AbbVie, Inc., 4.25%, 11/21/49, Callable 5/21/49 @ 100 (c)		400,000		479,596
Bausch Health Cos., Inc., 5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (a) (c)		1,000,000		932,980
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (a) (e)		500,000		549,140
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/23/21 @ 101.59 (a)		250,000		237,970
				2,199,686
Industrials (8.6%):
Air Lease Corp. 4.63%, 10/1/28, Callable 7/1/28 @ 100 (c) (e)		1,400,000		1,582,154
3.00%, 2/1/30, Callable 11/1/29 @ 100, MTN		400,000		405,256
American Airlines, Inc., 11.75%, 7/15/25 (a)		200,000		250,962
Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (a)		400,000		409,564
Caterpillar, Inc. 1.90%, 3/12/31, Callable 12/12/30 @ 100 (e)		500,000		500,965
3.25%, 4/9/50, Callable 10/9/49 @ 100		100,000		110,831
Cornerstone Building Brands, Inc., 6.13%, 1/15/29, Callable 9/15/23 @ 103.06 (a) (c)		1,000,000		1,074,300
The Boeing Co. 5.15%, 5/1/30, Callable 2/1/30 @ 100 (c)		800,000		948,040
3.75%, 2/1/50, Callable 8/1/49 @ 100		400,000		412,620
Waste Connections, Inc., 2.60%, 2/1/30, Callable 11/1/29 @ 100		1,000,000		1,034,290
Waste Management, Inc. 1.50%, 3/15/31, Callable 12/15/30 @ 100		300,000		283,923
2.50%, 11/15/50, Callable 5/15/50 @ 100		100,000		93,246
				7,106,151
Information Technology (2.0%):
Broadcom, Inc., 4.30%, 11/15/32, Callable 8/15/32 @ 100 (c)		1,450,000		1,650,999
Materials (2.1%):
Amcor Flexibles North America, Inc., 2.69%, 5/25/31, Callable 2/25/31 @ 100		1,300,000		1,325,337
Freeport-McMoRan, Inc., 5.45%, 3/15/43, Callable 9/15/42 @ 100		350,000		427,896
				1,753,233
Real Estate (2.5%):
Simon Property Group LP, 2.20%, 2/1/31, Callable 11/1/30 @ 100 (c) (e)		2,100,000		2,074,401
Utilities (2.2%):
FirstEnergy Corp., 2.65%, 3/1/30, Callable 12/1/29 @ 100 (c)		1,800,000		1,790,100
Total Corporate Bonds (Cost $53,811,704)				54,868,827

See notes to financial statements.

56

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  (Unaudited)

Security Description	Shares or Principal Amount		Value
Residential Mortgage-Backed Securities (0.2%)
Bank of America Funding Corp., Series 2004-2, Class 1CB1, 5.75%, 9/20/34, Callable 5/20/22 @ 100 (c)	$	48,020	$	50,123
Countrywide Home Loans, Inc., Series 2004-5, Class 2A9, 5.25%, 5/25/34, Callable 7/25/21 @ 100 (c)		71,546		75,455
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 10/25/20, Callable 3/25/30 @ 100 (c)		1,614		1,596
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 2.45%, 2/25/35, Callable 7/25/21 @ 100 (c) (d)		12,416		12,416
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 7/25/21 @ 100 (c)		1,306		944
Total Residential Mortgage-Backed Securities (Cost $137,301)				140,534
Yankee Dollars (5.8%)
Energy (0.7%):
Cenovus Energy, Inc., 5.40%, 6/15/47, Callable 12/15/46 @ 100		500,000		620,830
Financials (5.1%):
Credit Suisse Group AG, 3.87% (LIBOR03M+141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (b) (c)		2,000,000		2,200,960
NXP BV/NXP Funding LLC/NXP USA, Inc., 3.40%, 5/1/30, Callable 2/1/30 @ 100 (a) (c)		1,850,000		2,016,759
				4,217,719
Total Yankee Dollars (Cost $4,749,126)				4,838,549
U.S. Government Mortgage-Backed Agencies (0.1%)
Federal National Mortgage Association 3.50%, 7/1/43 (c)		55,999		60,090
Total U.S. Government Mortgage-Backed Agencies (Cost $57,244)				60,090
U.S. Treasury Obligations (7.1%)
U.S. Treasury Bonds 1.88%, 2/15/41 (c)		3,950,000		3,867,914
1.38%, 8/15/50		500,000		421,406
U.S. Treasury Notes 0.13%, 11/30/22 (c)		700,000		699,672
1.25%, 5/31/28		500,000		501,328
1.63%, 5/15/31		390,000		396,094
Total U.S. Treasury Obligations (Cost $5,792,336)				5,886,414
Exchange-Traded Funds (9.2%)
Invesco Senior Loan ETF (c)		171,700		3,803,155
SPDR Blackstone Senior Loan ETF (c)		82,000		3,795,780
Total Exchange-Traded Funds (Cost $7,590,986)				7,598,935

See notes to financial statements.

57

Victory Portfolios
Victory Strategic Income Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned^ (5.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (f)		87,420	$	87,420
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (f)		2,367,939		2,367,939
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (f)		43,627		43,627
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (f)		347,869		347,869
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (f)		1,564,088		1,564,088
Total Collateral for Securities Loaned (Cost $4,410,943)				4,410,943
Total Investments (Cost $84,177,300) — 103.2%				85,440,458
Liabilities in excess of other assets — (3.2)%				(2,618,599	)
NET ASSETS — 100.00%			$	82,821,859

^  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 June 30, 2021, the fair value of these securities was $24,557,796 and amounted to 29.7% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.

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

(d)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2021.

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

(f)  Rate disclosed is the daily yield on June 30, 2021.

bps — Basis points

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

SOFR — Secured Overnight Financing Rate

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Futures		47	9/30/21	$	10,372,500	$	10,355,055	$	(17,445	)
30-Year U.S. Treasury Bond Futures		7	9/21/21		1,110,710		1,125,250		14,540
5-Year U.S. Treasury Note Futures		17	9/30/21		2,098,493		2,098,305		(188	)
Ultra Long Term U.S. Treasury Bond Futures		14	9/21/21		2,649,358		2,697,625		48,267
								$	45,174

See notes to financial statements.

58

Victory Portfolios
Victory Strategic Income Fund Schedule of Portfolio Investments — continued
June 30, 2021

  (Unaudited)

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
U.S. 10-Year U.S. Treasury Note Futures		158	9/21/21	$	22,972,522	$	23,258,094	$	(285,572	)
Total unrealized appreciation								$	62,807
Total unrealized depreciation									(303,205	)
Total net unrealized appreciation (depreciation)								$	(240,398	)

See notes to financial statements.

59

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
Assets:
Investments, at value (Cost $25,357,178, $238,621,145 and $301,670,018)	$	26,381,076	(a)	$	242,471,594	(b)	$	312,882,372	(c)
Cash		673,866			4,519,326			12,680,800
Deposit with broker for futures contracts		298,924			1,222,681			—
Deposit with broker for swap agreements		274,872			2,050,948			—
Receivables:
Interest and dividends		165,341			1,316,059			4,223,874
Capital shares issued		1,046			683,499			1,163,893
Investments sold		72,905			—			494,465
Variation margin on open futures contracts		11,331			27,249			—
From Adviser		22,028			29,920			25,104
Prepaid expenses		25,472			43,402			50,332
Total Assets		27,926,861			252,364,678			331,520,840
Liabilities:
Payables:
Collateral received on loaned securities		829,707			10,769,360			24,477,216
Distributions		776			32,780			189,183
Investments purchased		146,018			—			9,150,625
Capital shares redeemed		8,240			594,421			630,788
Variation margin on open futures contracts		3,951			18,003			—
Accrued expenses and other payables:
Investment advisory fees		11,129			89,999			142,255
Administration fees		1,405			12,448			14,790
Custodian fees		1,231			2,911			4,864
Transfer agent fees		7,880			40,593			36,298
Compliance fees		16			130			143
12b-1 fees		3,089			10,877			20,825
Other accrued expenses		11,126			31,327			27,519
Total Liabilities		1,024,568			11,602,849			34,694,506
Net Assets:
Capital		25,645,503			266,092,296			288,768,312
Total accumulated earnings/(loss)		1,256,790			(25,330,467	)		8,058,022
Net Assets	$	26,902,293		$	240,761,829		$	296,826,334
Net Assets
Class A	$	20,852,951		$	79,264,829		$	48,139,105
Class C		625,689			6,136,542			29,172,834
Class R		3,378,365			1,066,556			19,753,985
Class Y		2,045,288			154,293,902			199,760,410
Total	$	26,902,293		$	240,761,829		$	296,826,334
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		2,065,137			7,767,702			6,934,448
Class C		62,002			601,292			4,193,381
Class R		333,736			104,542			2,838,131
Class Y		202,810			15,115,556			28,915,822
Total		2,663,685			23,589,092			42,881,782
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	10.10		$	10.20		$	6.94
Class C (d)		10.09			10.21			6.96
Class R		10.12			10.20			6.96
Class Y		10.08			10.21			6.91
Maximum Sales Charge — Class A		2.25	%		2.25	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	10.33		$	10.43		$	7.10

(a)  Includes $807,442 of securities on loan.

(b)  Includes $10,492,618 of securities on loan.

(c)  Includes $23,579,203 of securities on loan.

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

See notes to financial statements.

60

Victory Portfolios Statements of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
Assets:
Investments, at value (Cost $47,714,696, $46,509,027 and $1,690,623,190)	$	52,845,788		$	49,864,955		$	1,699,382,099
Cash		34,223			11,819			212,290,903
Receivables:
Interest and dividends		551,213			570,307			8,952,894
Capital shares issued		5,473			4,290			6,694,890
Investments sold		—			—			19,957,280
From Adviser		26,792			26,012			143,500
Prepaid expenses		20,006			19,176			155,395
Total Assets		53,483,495			50,496,559			1,947,576,961
Liabilities:
Payables:
Distributions		8,471			8,398			674,951
Investments purchased		—			—			194,710,878
Capital shares redeemed		269,808			78,748			12,913,307
Accrued expenses and other payables:
Investment advisory fees		21,852			20,577			894,282
Administration fees		2,743			2,510			80,282
Custodian fees		1,303			969			39,262
Transfer agent fees		14,970			5,744			—
Compliance fees		28			26			687
Trustees' fees		—			—			3,587
12b-1 fees		4,698			4,679			61,153
Other accrued expenses		11,225			9,492			18,123
Total Liabilities		335,098			131,143			209,396,512
Net Assets:
Capital		47,244,949			46,858,331			1,913,433,170
Total accumulated earnings/(loss)		5,903,448			3,507,085			(175,252,721	)
Net Assets	$	53,148,397		$	50,365,416		$	1,738,180,449
Net Assets
Class A	$	36,401,939		$	34,458,002		$	303,771,050
Class C		2,266,730			2,789,666			75,492,711
Class R		—			—			534,127
Class Y		14,479,728			12,246,848			1,357,498,419
Member Class		—			870,900			884,142
Total	$	53,148,397		$	50,365,416		$	1,738,180,449
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		3,594,247			3,087,823			32,230,449
Class C		223,913			250,020			8,008,221
Class R		—			—			56,694
Class Y		1,430,220			1,097,389			143,956,027
Member Class		—			78,020			93,837
Total		5,248,380			4,513,252			184,345,228
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	10.13		$	11.16		$	9.42
Class C (a)		10.12		$	11.16			9.43
Class R		—		$	—			9.42
Class Y		10.12		$	11.16			9.43
Member Class		—			11.16			9.42
Maximum Sales Charge — Class A		2.25	%		2.25	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	10.36		$	11.42		$	9.64

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

See notes to financial statements.

61

Victory Portfolios Statement of Assets and Liabilities
June 30, 2021

  (Unaudited)

	Victory Strategic Income Fund
Assets:
Investments, at value (Cost $84,177,300)	$	85,440,458	(a)
Cash		472,029
Deposit with broker for futures contracts		457,773
Receivables:
Interest and dividends		744,884
Capital shares issued		18,674
Investments sold		1,154,719
Variation margin on open futures contracts		24,494
From Adviser		27,198
Prepaid expenses		13,122
Total Assets		88,353,351
Liabilities:
Payables:
Collateral received on loaned securities		4,410,943
Distributions		73,940
Investments purchased		807,720
Capital shares redeemed		73,427
Variation margin on open futures contracts		81,547
Accrued expenses and other payables:
Investment advisory fees		42,330
Administration fees		4,550
Custodian fees		2,431
Transfer agent fees		15,281
Compliance fees		42
12b-1 fees		7,565
Other accrued expenses		11,716
Total Liabilities		5,531,492
Net Assets:
Capital		80,440,906
Total accumulated earnings/(loss)		2,380,953
Net Assets	$	82,821,859
Net Assets
Class A	$	43,391,956
Class C		6,164,883
Class R		2,860,660
Class Y		30,404,360
Total	$	82,821,859
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		4,000,515
Class C		565,765
Class R		262,329
Class Y		2,818,785
Total		7,647,394
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	10.85
Class C (b)		10.90
Class R		10.90
Class Y		10.79
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	11.10

(a)  Includes $4,274,943 of securities on loan.

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

See notes to financial statements.

62

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
Investment Income:
Dividends	$	17,876		$	138,085		$	16,550
Interest		288,229			2,116,908			8,400,547
Securities lending (net of fees)		552			3,618			42,443
Total Income		306,657			2,258,611			8,459,540
Expenses:
Investment advisory fees		71,111			555,510			792,514
Administration fees		7,982			69,260			74,000
Sub-Administration fees		8,287			8,288			8,287
12b-1 fees — Class A		27,155			101,801			54,062
12b-1 fees — Class C		4,559			42,983			132,949
12b-1 fees — Class R		8,710			2,769			48,034
Custodian fees		5,096			9,605			13,473
Transfer agent fees — Class A		18,140			40,476			17,165
Transfer agent fees — Class C		1,171			9,787			4,485
Transfer agent fees — Class R		3,293			1,007			2,086
Transfer agent fees — Class Y		1,549			79,153			87,776
Trustees' fees		1,752			9,268			9,071
Compliance fees		111			940			950
Legal and audit fees		6,038			12,316			13,179
State registration and filing fees		28,049			33,911			40,013
Other expenses		10,635			24,628			23,003
Total Expenses		203,638			1,001,702			1,321,047
Expenses waived/reimbursed by Adviser		(67,619	)		(96,850	)		(88,775	)
Net Expenses		136,019			904,852			1,232,272
Net Investment Income (Loss)		170,638			1,353,759			7,227,268
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		189,966			1,498,762			4,256,744
Net realized gains (losses) from futures contracts		(139,021	)		294,726			—
Net realized gains (losses) from swap agreements		36,573			211,736			—
Net change in unrealized appreciation/depreciation on investment securities		(586,845	)		(1,637,059	)		24,535
Net change in unrealized appreciation/depreciation on futures contracts		28,554			(39,968	)		—
Net realized/unrealized gains (losses) on investments		(470,773	)		328,197			4,281,279
Change in net assets resulting from operations	$	(300,135	)	$	1,681,956		$	11,508,547

See notes to financial statements.

63

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
Investment Income:
Dividends	$	—		$	44,514		$	—
Interest		1,057,377			971,205			30,253,722
Securities lending (net of fees)		507			—			—
Total Income		1,057,884			1,015,719			30,253,722
Expenses:
Investment advisory fees		130,318			117,376			3,997,586
Administration fees		14,616			13,156			343,309
Sub-Administration fees		8,101			8,136			8,287
12b-1 fees — Class A		44,458			40,231			310,650
12b-1 fees — Class C		13,503			17,187			342,101
12b-1 fees — Class R		—			—			1,103
Custodian fees		3,698			3,752			123,919
Transfer agent fees — Class A		13,882			9,592			99,184
Transfer agent fees — Class C		2,901			2,850			44,746
Transfer agent fees — Class R		—			—			265
Transfer agent fees — Class Y		17,358			4,018			238,055
Transfer agent fees — Member Class		—			315			326
Trustees' fees		2,635			2,259			31,576
Compliance fees		202			171			3,743
Legal and audit fees		5,948			5,888			67,601
State registration and filing fees		21,758			30,333			55,942
Interfund lending fees		139			—			—
Other expenses		7,962			9,506			97,217
Total Expenses		287,479			264,770			5,765,610
Expenses waived/reimbursed by Adviser		(75,897	)		(76,600	)		(320,963	)
Net Expenses		211,582			188,170			5,444,647
Net Investment Income (Loss)		846,302			827,549			24,809,075
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		1,035,711			245,684			(129,865	)
Net change in unrealized appreciation/depreciation on investment securities		(44,251	)		1,171,904			7,982,825
Net realized/unrealized gains (losses) on investments		991,460			1,417,588			7,852,960
Change in net assets resulting from operations	$	1,837,762		$	2,245,137		$	32,662,035

See notes to financial statements.

64

Victory Portfolios Statement of Operations
For the Six Months Ended June 30, 2021

  (Unaudited)

	Victory Strategic Income Fund
Investment Income:
Dividends	$	128,498
Interest		1,170,191
Securities lending (net of fees)		17,778
Total Income		1,316,467
Expenses:
Investment advisory fees		293,419
Administration fees		27,472
Sub-Administration fees		8,287
12b-1 fees — Class A		52,866
12b-1 fees — Class C		33,845
12b-1 fees — Class R		7,191
Custodian fees		7,104
Transfer agent fees — Class A		7,664
Transfer agent fees — Class C		2,617
Transfer agent fees — Class R		259
Transfer agent fees — Class Y		31,017
Trustees' fees		4,134
Compliance fees		375
Legal and audit fees		8,493
State registration and filing fees		27,960
Interfund lending fees		197
Other expenses		10,375
Total Expenses		523,275
Expenses waived/reimbursed by Adviser		(74,851	)
Net Expenses		448,424
Net Investment Income (Loss)		868,043
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		298,254
Net realized gains (losses) from futures contracts		110,604
Net realized gains (losses) from swap agreements		90,280
Net change in unrealized appreciation/depreciation on investment securities		(2,051,431	)
Net change in unrealized appreciation/depreciation on futures contracts		(212,430	)
Net realized/unrealized gains (losses) on investments		(1,764,723	)
Change in net assets resulting from operations	$	(896,680	)

See notes to financial statements.

65

Victory Portfolios Statements of Changes in Net Assets

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	170,638		$	469,256		$	1,353,759		$	3,749,720		$	7,227,268		$	11,999,966
Net realized gains (losses) from investments		87,518			956,039			2,005,224			1,551,713			4,256,744			(286,139	)
Net change in unrealized appreciation/ depreciation on investments		(558,291	)		884,218			(1,677,027	)		4,094,555			24,535			6,963,613
Change in net assets resulting from operations		(300,135	)		2,309,513			1,681,956			9,395,988			11,508,547			18,677,440
Distributions to Shareholders:
Class A		(193,987	)		(443,929	)		(491,629	)		(868,824	)		(1,159,925	)		(1,891,442	)
Class C		(4,063	)		(31,603	)		(15,700	)		(238,443	)		(617,406	)		(1,103,322	)
Class R		(23,960	)		(56,460	)		(4,321	)		(10,980	)		(486,563	)		(990,013	)
Class Y		(23,573	)		(74,664	)		(1,112,755	)		(2,422,766	)		(4,935,344	)		(8,004,170	)
From return of capital:
Class A		—			—			—			(220,729	)		—			—
Class C		—			—			—			(60,578	)		—			—
Class R		—			—			—			(2,790	)		—			—
Class Y		—			—			—			(615,514	)		—			—
Change in net assets resulting from distributions to shareholders		(245,583	)		(606,656	)		(1,624,405	)		(4,440,624	)		(7,199,238	)		(11,988,947	)
Change in net assets resulting from capital transactions		(2,873,525	)		(2,983,450	)		(19,615,716	)		(11,232,054	)		39,898,502			66,176,609
Change in net assets		(3,419,243	)		(1,280,593	)		(19,558,165	)		(6,276,690	)		44,207,811			72,865,102
Net Assets:
Beginning of period		30,321,536			31,602,129			260,319,994			266,596,684			252,618,523			179,753,421
End of period	$	26,902,293		$	30,321,536		$	240,761,829		$	260,319,994		$	296,826,334		$	252,618,523

(continues on next page)

See notes to financial statements.

66

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	2,550,802		$	3,741,042		$	22,056,456		$	26,390,247		$	12,530,317		$	11,313,136
Distributions reinvested		188,528			432,981			445,209			998,870			782,179			1,207,222
Cost of shares redeemed		(2,904,733	)		(5,934,340	)		(13,620,882	)		(20,255,290	)		(4,597,602	)		(6,047,019	)
Total Class A	$	(165,403	)	$	(1,760,317	)	$	8,880,783		$	7,133,827		$	8,714,894		$	6,473,339
Class C
Proceeds from shares issued	$	918		$	371,418		$	829,504		$	1,293,466		$	5,356,966		$	6,325,319
Distributions reinvested		4,020			28,275			14,577			255,292			285,153			363,233
Cost of shares redeemed		(1,877,878	)		(853,248	)		(18,224,304	)		(17,694,441	)		(2,856,686	)		(2,370,736	)
Total Class C	$	(1,872,940	)	$	(453,555	)	$	(17,380,223	)	$	(16,145,683	)	$	2,785,433		$	4,317,816
Class R
Proceeds from shares issued	$	109,647		$	520,871		$	61,327		$	440,750		$	795,167		$	573,952
Distributions reinvested		23,927			56,322			4,300			13,406			50,588			101,913
Cost of shares redeemed		(293,272	)		(529,270	)		(128,090	)		(494,683	)		(650,981	)		(503,868	)
Total Class R	$	(159,698	)	$	47,923		$	(62,463	)	$	(40,527	)	$	194,774		$	171,997
Class Y
Proceeds from shares issued	$	363,404		$	1,142,128		$	32,831,262		$	84,768,131		$	98,404,996		$	169,162,794
Distributions reinvested		23,506			73,672			909,996			2,450,105			4,928,562			7,507,572
Cost of shares redeemed		(1,062,394	)		(2,033,301	)		(44,795,071	)		(89,397,907	)		(75,130,157	)		(121,456,909	)
Total Class Y	$	(675,484	)	$	(817,501	)	$	(11,053,813	)	$	(2,179,671	)	$	28,203,401		$	55,213,457
Change in net assets resulting from capital transactions	$	(2,873,525	)	$	(2,983,450	)	$	(19,615,716	)	$	(11,232,054	)	$	39,898,502		$	66,176,609

(continues on next page)

See notes to financial statements.

67

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		251,115			374,189			2,160,697			2,611,845			1,818,188			1,750,643
Reinvested		18,765			42,958			43,629			99,098			113,516			188,872
Redeemed		(288,916	)		(596,219	)		(1,333,577	)		(2,017,103	)		(667,089	)		(962,364	)
Total Class A		(19,036	)		(179,072	)		870,749			693,840			1,264,615			977,151
Class C
Issued		91			37,380			81,284			128,943			775,142			971,560
Reinvested		399			2,808			1,428			25,402			41,253			56,460
Redeemed		(184,364	)		(84,915	)		(1,786,359	)		(1,751,574	)		(414,446	)		(372,697	)
Total Class C		(183,874	)		(44,727	)		(1,703,647	)		(1,597,229	)		401,949			655,323
Class R
Issued		10,899			51,521			6,013			43,544			115,003			87,110
Reinvested		2,376			5,574			421			1,331			7,320			15,967
Redeemed		(29,168	)		(52,365	)		(12,542	)		(49,038	)		(94,299	)		(80,100	)
Total Class R		(15,893	)		4,730			(6,108	)		(4,163	)		28,024			22,977
Class Y
Issued		35,752			114,222			3,214,294			8,403,448			14,341,854			27,361,536
Reinvested		2,342			7,320			89,140			242,992			718,357			1,177,131
Redeemed		(105,091	)		(203,029	)		(4,388,959	)		(8,905,756	)		(10,957,168	)		(19,870,790	)
Total Class Y		(66,997	)		(81,487	)		(1,085,525	)		(259,316	)		4,103,043			8,667,877
Change in Shares		(285,800	)		(300,556	)		(1,924,531	)		(1,166,868	)		5,797,631			10,323,328

See notes to financial statements.

68

Victory Portfolios Statements of Changes in Net Assets

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	846,302		$	1,817,046		$	827,549		$	1,501,425		$	24,809,075		$	29,438,801
Net realized gains (losses) from investments		1,035,711			799,972			245,684			894,229			(129,865	)		(12,797,385	)
Net change in unrealized appreciation/ depreciation on investments		(44,251	)		651,008			1,171,904			(455,689	)		7,982,825			6,115,431
Change in net assets resulting from operations		1,837,762			3,268,026			2,245,137			1,939,965			32,662,035			22,756,847
Distributions to Shareholders:
Class A		(580,253	)		(1,310,488	)		(568,557	)		(900,322	)		(4,924,181	)		(7,509,760	)
Class C		(32,997	)		(275,865	)		(46,006	)		(416,434	)		(1,078,764	)		(5,483,129	)
Class R		—			—			—			—			(7,407	)		(13,890	)
Class Y		(232,892	)		(993,693	)		(203,111	)		(434,615	)		(18,944,390	)		(16,288,620	)
Member Class (a)		—			—			(9,750	)		(633	)		(8,640	)		(293	)
Change in net assets resulting from distributions to shareholders		(846,142	)		(2,580,046	)		(827,424	)		(1,752,004	)		(24,963,382	)		(29,295,692	)
Change in net assets resulting from capital transactions		(9,339,313	)		(5,160,426	)		3,418,509			1,573,250			1,066,519,725			84,613,158
Change in net assets		(8,347,693	)		(4,472,446	)		4,836,222			1,761,211			1,074,218,378			78,074,313
Net Assets:
Beginning of period		61,496,090			65,968,536			45,529,194			43,767,983			663,962,071			585,887,758
End of period	$	53,148,397		$	61,496,090		$	50,365,416		$	45,529,194		$	1,738,180,449		$	663,962,071

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

69

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	5,418,762		$	5,775,996		$	8,862,450		$	9,315,877		$	169,648,085		$	79,846,398
Distributions reinvested		532,806			1,202,398			528,493			818,111			4,367,922			6,658,816
Cost of shares redeemed		(2,210,291	)		(5,606,292	)		(2,225,065	)		(3,158,508	)		(36,899,762	)		(66,492,431	)
Total Class A	$	3,741,277		$	1,372,102		$	7,165,878		$	6,975,480		$	137,116,245		$	20,012,783
Class C
Proceeds from shares issued	$	108,177		$	658,815		$	147,257		$	382,792		$	31,267,162		$	8,695,794
Distributions reinvested		30,841			245,751			42,521			379,132			999,186			4,727,020
Cost of shares redeemed		(4,434,483	)		(5,678,979	)		(6,888,045	)		(5,351,211	)		(52,462,719	)		(63,036,997	)
Total Class C	$	(4,295,465	)	$	(4,774,413	)	$	(6,698,267	)	$	(4,589,287	)	$	(20,196,371	)	$	(49,614,183	)
Class R
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	293,259		$	81,023
Distributions reinvested		—			—			—			—			7,293			13,070
Cost of shares redeemed		—			—			—			—			(69,240	)		(245,870	)
Total Class R	$	—		$	—		$	—		$	—		$	231,312		$	(151,777	)
Class Y
Proceeds from shares issued	$	2,432,242		$	4,408,153		$	3,016,825		$	2,332,661		$	1,051,360,740		$	286,860,980
Distributions reinvested		225,519			974,393			197,094			417,909			16,588,186			14,104,888
Cost of shares redeemed		(11,442,886	)		(7,140,661	)		(975,734	)		(3,702,429	)		(119,400,144	)		(186,660,948	)
Total Class Y	$	(8,785,125	)	$	(1,758,115	)	$	2,238,185		$	(951,859	)	$	948,548,782		$	114,304,920
Member Class (a)
Proceeds from shares issued	$	—		$	—		$	753,397		$	138,283		$	914,225		$	69,505
Distributions reinvested		—			—			9,749			633			8,640			290
Cost of shares redeemed		—			—			(50,433	)		—			(103,108	)		(8,380	)
Total Member Class	$	—		$	—		$	712,713		$	138,916		$	819,757		$	61,415
Change in net assets resulting from capital transactions	$	(9,339,313	)	$	(5,160,426	)	$	3,418,509		$	1,573,250		$	1,066,519,725		$	84,613,158

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

70

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020			Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Share Transactions:
Class A
Issued		541,610			591,255			812,342			869,235			18,031,799			8,856,174
Reinvested		53,144			122,799			48,131			76,906			464,414			752,843
Redeemed		(219,955	)		(568,616	)		(202,486	)		(297,732	)		(3,920,227	)		(7,516,037	)
Total Class A		374,799			145,438			657,987			648,409			14,575,986			2,092,980
Class C
Issued		10,887			67,589			13,381			35,772			3,321,874			966,114
Reinvested		3,076			25,122			3,874			35,679			106,227			535,700
Redeemed		(443,941	)		(583,439	)		(632,737	)		(507,680	)		(5,577,497	)		(7,162,986	)
Total Class C		(429,978	)		(490,728	)		(615,482	)		(436,229	)		(2,149,396	)		(5,661,172	)
Class R
Issued		—			—			—			—			31,169			8,818
Reinvested		—			—			—			—			776			1,480
Redeemed		—			—			—			—			(7,355	)		(26,479	)
Total Class R		—			—			—			—			24,590			(16,181	)
Class Y
Issued		242,463			454,324			274,860			219,079			111,661,895			32,140,981
Reinvested		22,495			99,525			17,943			39,262			1,762,364			1,588,219
Redeemed		(1,149,416	)		(725,840	)		(88,822	)		(352,658	)		(12,683,600	)		(21,256,634	)
Total Class Y		(884,458	)		(171,991	)		203,981			(94,317	)		100,740,659			12,472,566
Member Class (a)
Issued		—			—			68,837			12,839			97,210			7,549
Reinvested		—			—			887			59			919			31
Redeemed		—			—			(4,602	)		—			(10,973	)		(899	)
Total Member Class		—			—			65,122			12,898			87,156			6,681
Change in Shares		(939,637	)		(517,281	)		311,608			130,761			113,278,995			8,894,874

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

71

Victory Portfolios Statements of Changes in Net Assets

	Victory Strategic Income Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	868,043		$	1,095,766
Net realized gains (losses) from investments		499,138			3,530,799
Net change in unrealized appreciation/depreciation on investments		(2,263,861	)		1,693,463
Change in net assets resulting from operations		(896,680	)		6,320,028
Distributions to Shareholders:
Class A		(387,824	)		(1,174,119	)
Class C		(33,714	)		(212,356	)
Class R		(20,574	)		(78,861	)
Class Y		(450,108	)		(1,372,240	)
Change in net assets resulting from distributions to shareholders		(892,220	)		(2,837,576	)
Change in net assets resulting from capital transactions		(21,908,574	)		52,004,480
Change in net assets		(23,697,474	)		55,486,932
Net Assets:
Beginning of period		106,519,333			51,032,401
End of period	$	82,821,859		$	106,519,333

(continues on next page)

See notes to financial statements.

72

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Strategic Income Fund
	Six Months Ended June 30, 2021 (Unaudited)			Year Ended December 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	5,461,461		$	6,584,986
Distributions reinvested		117,071			249,590
Cost of shares redeemed		(2,766,377	)		(1,612,948	)
Total Class A	$	2,812,155		$	5,221,628
Class C
Proceeds from shares issued	$	17,175		$	1,041,663
Distributions reinvested		20,498			153,572
Cost of shares redeemed		(3,249,406	)		(1,365,907	)
Total Class C	$	(3,211,733	)	$	(170,672	)
Class R
Proceeds from shares issued	$	2,208		$	119,388
Distributions reinvested		2,126			9,184
Cost of shares redeemed		(101,689	)		(169,583	)
Total Class R	$	(97,355	)	$	(41,011	)
Class Y
Proceeds from shares issued	$	24,097,911		$	82,375,402
Distributions reinvested		423,222			1,284,394
Cost of shares redeemed		(45,932,774	)		(36,665,261	)
Total Class Y	$	(21,411,641	)	$	46,994,535
Change in net assets resulting from capital transactions	$	(21,908,574	)	$	52,004,480
Share Transactions:
Class A
Issued		505,077			608,160
Reinvested		10,901			23,022
Redeemed		(257,552	)		(150,322	)
Total Class A		258,426			480,860
Class C
Issued		1,591			98,031
Reinvested		1,900			14,102
Redeemed		(298,706	)		(128,480	)
Total Class C		(295,215	)		(16,347	)
Class R
Issued		207			10,816
Reinvested		197			845
Redeemed		(9,457	)		(15,565	)
Total Class R		(9,053	)		(3,904	)
Class Y
Issued		2,238,873			7,730,049
Reinvested		39,659			118,940
Redeemed		(4,330,504	)		(3,490,501	)
Total Class Y		(2,051,972	)		4,358,488
Change in Shares		(2,097,814	)		4,819,097

See notes to financial statements.

73

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	10.28		0.06		(0.15	)		(0.09	)		(0.09	)		—
Year Ended:
December 31, 2020	$	9.72		0.16		0.61			0.77			(0.21	)		—
December 31, 2019	$	9.26		0.20		0.49			0.69			(0.23	)		—
December 31, 2018	$	9.59		0.21		(0.29	)		(0.08	)		(0.25	)		—
December 31, 2017	$	9.48		0.18		0.16			0.34			(0.23	)		—
December 31, 2016	$	9.57		0.22		0.16			0.38			(0.23	)		(0.24	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	10.27		0.03		(0.16	)		(0.13	)		(0.05	)		—
Year Ended:
December 31, 2020	$	9.72		0.08		0.59			0.67			(0.12	)		—
December 31, 2019	$	9.25		0.12		0.49			0.61			(0.14	)		—
December 31, 2018	$	9.58		0.13		(0.29	)		(0.16	)		(0.17	)		—
December 31, 2017	$	9.47		0.10		0.16			0.26			(0.15	)		—
December 31, 2016	$	9.56		0.14		0.16			0.30			(0.15	)		(0.24	)
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	10.30		0.04		(0.15	)		(0.11	)		(0.07	)		—
Year Ended:
December 31, 2020	$	9.75		0.12		0.59			0.71			(0.16	)		—
December 31, 2019	$	9.28		0.16		0.50			0.66			(0.19	)		—
December 31, 2018	$	9.61		0.18		(0.30	)		(0.12	)		(0.21	)		—
December 31, 2017	$	9.50		0.14		0.16			0.30			(0.19	)		—
December 31, 2016	$	9.58		0.19		0.17			0.36			(0.20	)		(0.24	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	10.27		0.08		(0.17	)		(0.09	)		(0.10	)		—
Year Ended:
December 31, 2020	$	9.71		0.19		0.60			0.79			(0.23	)		—
December 31, 2019	$	9.25		0.22		0.49			0.71			(0.25	)		—
December 31, 2018	$	9.58		0.23		(0.29	)		(0.06	)		(0.27	)		—
December 31, 2017	$	9.47		0.20		0.16			0.36			(0.25	)		—
December 31, 2016	$	9.56		0.25		0.16			0.41			(0.26	)		(0.24	)

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

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

(c)  Annualized for periods less than one year.

(d)  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.

74

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		(0.09	)	$	10.10		(0.88	)%		0.90	%		1.25	%		1.29	%	$	20,853		33	%
Year Ended:
December 31, 2020		(0.21	)	$	10.28		7.94	%		0.90	%		1.60	%		1.27	%	$	21,423		80	%
December 31, 2019		(0.23	)	$	9.72		7.49	%		0.90	%		2.13	%		1.23	%	$	22,004		92	%
December 31, 2018		(0.25	)	$	9.26		(0.80	)%		0.90	%		2.27	%		1.13	%	$	24,049		115	%
December 31, 2017		(0.23	)	$	9.59		3.62	%		0.90	%		1.86	%		1.07	%	$	31,306		70	%
December 31, 2016		(0.47	)	$	9.48		4.01	%		0.90	%		2.29	%		1.14	%	$	40,510		148	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		(0.05	)	$	10.09		(1.30	)%		1.77	%		0.52	%		3.46	%	$	626		33	%
Year Ended:
December 31, 2020		(0.12	)	$	10.27		6.89	%		1.77	%		0.76	%		2.39	%	$	2,526		80	%
December 31, 2019		(0.14	)	$	9.72		6.65	%		1.77	%		1.28	%		2.23	%	$	2,824		92	%
December 31, 2018		(0.17	)	$	9.25		(1.66	)%		1.77	%		1.42	%		2.10	%	$	3,634		115	%
December 31, 2017		(0.15	)	$	9.58		2.74	%		1.77	%		0.99	%		1.91	%	$	6,127		70	%
December 31, 2016		(0.39	)	$	9.47		3.11	%		1.77	%		1.42	%		1.92	%	$	8,915		148	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		(0.07	)	$	10.12		(1.07	)%		1.30	%		0.84	%		1.79	%	$	3,378		33	%
Year Ended:
December 31, 2020		(0.16	)	$	10.30		7.37	%		1.30	%		1.16	%		1.84	%	$	3,603		80	%
December 31, 2019		(0.19	)	$	9.75		7.14	%		1.30	%		1.71	%		1.83	%	$	3,362		92	%
December 31, 2018		(0.21	)	$	9.28		(1.20	)%		1.30	%		1.88	%		1.69	%	$	3,192		115	%
December 31, 2017		(0.19	)	$	9.61		3.16	%		1.30	%		1.44	%		1.65	%	$	3,940		70	%
December 31, 2016		(0.44	)	$	9.50		3.71	%		1.30	%		1.90	%		1.44	%	$	4,477		148	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		(0.10	)	$	10.08		(0.86	)%		0.66	%		1.54	%		1.48	%	$	2,045		33	%
Year Ended:
December 31, 2020		(0.23	)	$	10.27		8.21	%		0.66	%		1.91	%		1.31	%	$	2,770		80	%
December 31, 2019		(0.25	)	$	9.71		7.76	%		0.66	%		2.35	%		1.24	%	$	3,412		92	%
December 31, 2018		(0.27	)	$	9.25		(0.56	)%		0.66	%		2.51	%		1.12	%	$	3,265		115	%
December 31, 2017		(0.25	)	$	9.58		3.87	%		0.66	%		2.09	%		0.98	%	$	4,421		70	%
December 31, 2016		(0.50	)	$	9.47		4.26	%		0.66	%		2.53	%		0.94	%	$	6,133		148	%

See notes to financial statements.

75

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Return of Capital			Total Distributions
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	10.20		0.05		0.01			0.06			(0.06	)		—			(0.06	)
Year Ended:
December 31, 2020	$	9.99		0.14		0.24			0.38			(0.14	)		(0.03	)		(0.17	)
December 31, 2019	$	9.86		0.19		0.15			0.34			(0.20	)		(0.01	)		(0.21	)
December 31, 2018	$	9.99		0.16		(0.08	)		0.08			(0.21	)		—			(0.21	)
December 31, 2017	$	10.03		0.12		0.02			0.14			(0.18	)		—			(0.18	)
December 31, 2016	$	9.95		0.12		0.06			0.18			(0.10	)		—			(0.10	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	10.20		0.01		0.02			0.03			(0.02	)		—			(0.02	)
Year Ended:
December 31, 2020	$	9.99		0.08		0.22			0.30			(0.07	)		(0.02	)		(0.09	)
December 31, 2019	$	9.85		0.12		0.16			0.28			(0.14	)		—	(f)		(0.14	)
December 31, 2018	$	9.99		0.09		(0.09	)		—	(f)		(0.14	)		—			(0.14	)
December 31, 2017	$	10.02		0.04		0.03			0.07			(0.10	)		—			(0.10	)
December 31, 2016	$	9.95		0.04		0.05			0.09			(0.02	)		—			(0.02	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

76

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Capital Contributions from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		—		$	10.20		0.60	%		0.85	%		0.99	%		0.93	%	$	79,265		41	%
Year Ended:
December 31, 2020		—		$	10.20		3.85	%		0.85	%		1.39	%		0.95	%	$	70,357		85	%
December 31, 2019		—		$	9.99		3.51	%		0.85	%		1.93	%		0.95	%	$	61,972		50	%
December 31, 2018		—		$	9.86		0.73	%		0.85	%		1.66	%		0.90	%	$	96,210		45	%
December 31, 2017		—		$	9.99		1.47	%		0.85	%		1.21	%		0.90	%	$	149,287		62	%
December 31, 2016		—	(f)	$	10.03		1.80	%(b)		0.85	%		1.21	%		0.89	%	$	214,825		49	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		—		$	10.21		0.30	%		1.62	%		0.22	%		1.99	%	$	6,137		41	%
Year Ended:
December 31, 2020		—		$	10.20		3.05	%		1.62	%		0.76	%		1.72	%	$	23,504		85	%
December 31, 2019		—		$	9.99		2.81	%		1.62	%		1.17	%		1.70	%	$	38,969		50	%
December 31, 2018		—		$	9.85		(0.04	)%		1.62	%		0.88	%		1.68	%	$	62,103		45	%
December 31, 2017		—		$	9.99		0.70	%		1.62	%		0.44	%		1.65	%	$	82,847		62	%
December 31, 2016		—	(f)	$	10.02		0.94	%(b)		1.62	%		0.44	%		1.65	%	$	117,544		49	%

(continues on next page)

See notes to financial statements.

77

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities							Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities		Net Investment Income			Return of Capital			Total Distributions
Victory INCORE Low Duration Bond Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	10.20		0.03		0.01			0.04		(0.04	)		—			(0.04	)
Year Ended:
December 31, 2020	$	9.99		0.10		0.24			0.34		(0.10	)		(0.03	)		(0.13	)
December 31, 2019	$	9.86		0.15		0.15			0.30		(0.16	)		(0.01	)		(0.17	)
December 31, 2018	$	9.99		0.12		(0.08	)		0.04		(0.17	)		—			(0.17	)
December 31, 2017	$	10.02		0.08		0.03			0.11		(0.14	)		—			(0.14	)
December 31, 2016	$	9.95		0.08		0.05			0.13		(0.06	)		—			(0.06	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	10.20		0.06		0.02			0.08		(0.07	)		—			(0.07	)
Year Ended:
December 31, 2020	$	9.99		0.17		0.23			0.40		(0.15	)		(0.04	)		(0.19	)
December 31, 2019	$	9.86		0.21		0.16			0.37		(0.23	)		(0.01	)		(0.24	)
December 31, 2018	$	10.00		0.19		(0.10	)		0.09		(0.23	)		—			(0.23	)
December 31, 2017	$	10.03		0.15		0.02			0.17		(0.20	)		—			(0.20	)
December 31, 2016	$	9.95		0.14		0.06			0.20		(0.12	)		—			(0.12	)

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

(b)  The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was less than 0.005% for the period shown.

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

(d)  Annualized for periods less than one year.

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

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

See notes to financial statements.

78

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)  

									Ratios to Average Net Assets									Supplemental Data
	Capital Contribution from Prior Custodian, Net(b)			Net Asset Value, End of Period		Total Return(c)			Net Expenses(d)			Net Investment Income (Loss)(d)			Gross Expenses(d)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(e)
Victory INCORE Low Duration Bond Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)		—		$	10.20		0.39	%		1.27	%		0.57	%		2.31	%	$	1,067		41	%
Year Ended:
December 31, 2020		—		$	10.20		3.41	%		1.27	%		0.99	%		2.38	%	$	1,129		85	%
December 31, 2019		—		$	9.99		3.17	%		1.27	%		1.50	%		2.13	%	$	1,147		50	%
December 31, 2018		—		$	9.86		0.31	%		1.27	%		1.20	%		1.87	%	$	1,554		45	%
December 31, 2017		—		$	9.99		1.05	%		1.27	%		0.79	%		1.68	%	$	2,078		62	%
December 31, 2016		—	(f)	$	10.02		1.33	%(b)		1.23	%		0.83	%		1.25	%	$	2,583		49	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		—		$	10.21		0.81	%		0.62	%		1.21	%		0.67	%	$	154,294		41	%
Year Ended:
December 31, 2020		—		$	10.20		4.08	%		0.62	%		1.64	%		0.68	%	$	165,330		85	%
December 31, 2019		—		$	9.99		3.76	%		0.62	%		2.12	%		0.69	%	$	164,509		50	%
December 31, 2018		—		$	9.86		0.96	%		0.62	%		1.87	%		0.68	%	$	180,034		45	%
December 31, 2017		—		$	10.00		1.71	%		0.62	%		1.44	%		0.65	%	$	271,294		62	%
December 31, 2016		—	(f)	$	10.03		2.04	%(b)		0.60	%		1.42	%		0.63	%	$	334,841		49	%

See notes to financial statements.

79

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*(b)
Victory High Yield Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	6.83		0.18		0.11			0.29			(0.18	)		(0.18	)	$	6.94		4.34	%
Year Ended:
December 31, 2020	$	6.73		0.37		0.10			0.47			(0.37	)		(0.37	)	$	6.83		7.61	%
December 31, 2019	$	6.20		0.37		0.54			0.91			(0.38	)		(0.38	)	$	6.73		14.90	%
December 31, 2018	$	6.57		0.39		(0.37	)		0.02			(0.39	)		(0.39	)	$	6.20		0.28	%
December 31, 2017	$	6.34		0.39		0.22			0.61			(0.38	)		(0.38	)	$	6.57		9.93	%
December 31, 2016	$	5.85		0.38		0.49			0.87			(0.38	)		(0.38	)	$	6.34		15.40	%
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	6.85		0.16		0.11			0.27			(0.16	)		(0.16	)	$	6.96		3.97	%
Year Ended:
December 31, 2020	$	6.75		0.33		0.10			0.43			(0.33	)		(0.33	)	$	6.85		6.84	%
December 31, 2019	$	6.21		0.33		0.54			0.87			(0.33	)		(0.33	)	$	6.75		14.24	%
December 31, 2018	$	6.58		0.34		(0.36	)		(0.02	)		(0.35	)		(0.35	)	$	6.21		(0.43	)%
December 31, 2017	$	6.35		0.34		0.23			0.57			(0.34	)		(0.34	)	$	6.58		9.19	%
December 31, 2016	$	5.86		0.34		0.49			0.83			(0.34	)		(0.34	)	$	6.35		14.58	%
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	6.85		0.17		0.11			0.28			(0.17	)		(0.17	)	$	6.96		4.19	%
Year Ended:
December 31, 2020	$	6.75		0.35		0.10			0.45			(0.35	)		(0.35	)	$	6.85		7.24	%
December 31, 2019	$	6.22		0.35		0.53			0.88			(0.35	)		(0.35	)	$	6.75		14.48	%
December 31, 2018	$	6.59		0.37		(0.37	)		—	(e)		(0.37	)		(0.37	)	$	6.22		(0.07	)%
December 31, 2017	$	6.35		0.37		0.23			0.60			(0.36	)		(0.36	)	$	6.59		9.64	%
December 31, 2016	$	5.87		0.36		0.48			0.84			(0.36	)		(0.36	)	$	6.35		14.78	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	6.80		0.19		0.11			0.30			(0.19	)		(0.19	)	$	6.91		4.50	%
Year Ended:
December 31, 2020	$	6.70		0.39		0.10			0.49			(0.39	)		(0.39	)	$	6.80		7.88	%
December 31, 2019	$	6.17		0.39		0.53			0.92			(0.39	)		(0.39	)	$	6.70		15.25	%
December 31, 2018	$	6.54		0.41		(0.37	)		0.04			(0.41	)		(0.41	)	$	6.17		0.52	%
December 31, 2017	$	6.31		0.40		0.23			0.63			(0.40	)		(0.40	)	$	6.54		10.24	%
December 31, 2016	$	5.82		0.39		0.49			0.88			(0.39	)		(0.39	)	$	6.31		15.72	%

*  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

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

(c)  Annualized for periods less than one year.

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

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

See notes to financial statements.

80

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory High Yield Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.00	%		5.38	%		1.07	%	$	48,139		42	%
Year Ended:
December 31, 2020		1.00	%		5.85	%		1.12	%	$	38,735		124	%
December 31, 2019		1.00	%		5.70	%		1.12	%	$	31,602		87	%
December 31, 2018		1.00	%		6.01	%		1.12	%	$	23,797		87	%
December 31, 2017		1.00	%		5.99	%		1.13	%	$	21,882		174	%
December 31, 2016		1.00	%		6.32	%		1.18	%	$	25,530		165	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		1.70	%		4.67	%		1.78	%	$	29,173		42	%
Year Ended:
December 31, 2020		1.70	%		5.14	%		1.81	%	$	25,957		124	%
December 31, 2019		1.70	%		5.00	%		1.82	%	$	21,163		87	%
December 31, 2018		1.70	%		5.29	%		1.84	%	$	19,432		87	%
December 31, 2017		1.70	%		5.27	%		1.84	%	$	22,283		174	%
December 31, 2016		1.70	%		5.61	%		1.91	%	$	22,498		165	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.29	%		5.09	%		1.29	%	$	19,754		42	%
Year Ended:
December 31, 2020		1.33	%		5.51	%		1.33	%	$	19,248		124	%
December 31, 2019		1.33	%		5.37	%		1.33	%	$	18,818		87	%
December 31, 2018		1.35	%		5.64	%		1.35	%	$	17,595		87	%
December 31, 2017		1.35	%		5.61	%		1.36	%	$	19,217		174	%
December 31, 2016		1.35	%		5.96	%		1.45	%	$	18,742		165	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		0.76	%		5.65	%		0.83	%	$	199,760		42	%
Year Ended:
December 31, 2020		0.76	%		6.11	%		0.90	%	$	168,677		124	%
December 31, 2019		0.76	%		5.96	%		0.92	%	$	108,171		87	%
December 31, 2018		0.76	%		6.32	%		0.97	%	$	21,060		87	%
December 31, 2017		0.76	%		6.27	%		1.04	%	$	5,213		174	%
December 31, 2016		0.76	%		6.54	%		1.00	%	$	6,938		165	%

See notes to financial statements.

81

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Tax-Exempt Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	9.94		0.16		0.19			0.35			(0.16	)		—
Year Ended:
December 31, 2020	$	9.84		0.29		0.23			0.52			(0.32	)		(0.10	)
December 31, 2019	$	9.47		0.30		0.53			0.83			(0.34	)		(0.12	)
December 31, 2018	$	9.91		0.36		(0.30	)		0.06			(0.36	)		(0.14	)
December 31, 2017	$	9.65		0.36		0.39			0.75			(0.37	)		(0.12	)
December 31, 2016	$	10.53		0.35		(0.49	)		(0.14	)		(0.35	)		(0.39	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	9.94		0.12		0.18			0.30			(0.12	)		—
Year Ended:
December 31, 2020	$	9.84		0.22		0.22			0.44			(0.24	)		(0.10	)
December 31, 2019	$	9.47		0.23		0.52			0.75			(0.26	)		(0.12	)
December 31, 2018	$	9.90		0.28		(0.29	)		(0.01	)		(0.28	)		(0.14	)
December 31, 2017	$	9.65		0.29		0.37			0.66			(0.29	)		(0.12	)
December 31, 2016	$	10.53		0.26		(0.48	)		(0.22	)		(0.27	)		(0.39	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	9.94		0.17		0.18			0.35			(0.17	)		—
Year Ended:
December 31, 2020	$	9.84		0.30		0.23			0.53			(0.33	)		(0.10	)
December 31, 2019	$	9.46		0.30		0.55			0.85			(0.35	)		(0.12	)
December 31, 2018	$	9.90		0.37		(0.30	)		0.07			(0.37	)		(0.14	)
December 31, 2017	$	9.65		0.37		0.38			0.75			(0.38	)		(0.12	)
December 31, 2016	$	10.52		0.36		(0.48	)		(0.12	)		(0.36	)		(0.39	)

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

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

(c)  Annualized for periods less than one year.

(d)  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.

82

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory Tax-Exempt Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		(0.16	)	$	10.13		3.57	%		0.80	%		3.26	%		1.03	%	$	36,402		1	%
Year Ended:
December 31, 2020		(0.42	)	$	9.94		5.39	%		0.80	%		3.00	%		1.04	%	$	32,001		44	%
December 31, 2019		(0.46	)	$	9.84		8.82	%		0.80	%		3.04	%		1.02	%	$	30,251		64	%
December 31, 2018		(0.50	)	$	9.47		0.69	%		0.80	%		3.68	%		0.97	%	$	29,993		42	%
December 31, 2017		(0.49	)	$	9.91		7.89	%		0.80	%		3.70	%		0.96	%	$	37,570		84	%
December 31, 2016		(0.74	)	$	9.65		(1.40	)%		0.80	%		3.30	%		0.95	%	$	54,658		39	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		(0.12	)	$	10.12		3.07	%		1.60	%		2.46	%		2.40	%	$	2,267		1	%
Year Ended:
December 31, 2020		(0.34	)	$	9.94		4.56	%		1.60	%		2.28	%		1.91	%	$	6,497		44	%
December 31, 2019		(0.38	)	$	9.84		7.97	%		1.60	%		2.34	%		1.82	%	$	11,259		64	%
December 31, 2018		(0.42	)	$	9.47		(0.01	)%		1.60	%		2.88	%		1.78	%	$	17,986		42	%
December 31, 2017		(0.41	)	$	9.90		6.92	%		1.60	%		2.89	%		1.74	%	$	26,520		84	%
December 31, 2016		(0.66	)	$	9.65		(2.19	)%		1.60	%		2.51	%		1.71	%	$	33,369		39	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		(0.17	)	$	10.12		3.53	%		0.69	%		3.37	%		1.03	%	$	14,480		1	%
Year Ended:
December 31, 2020		(0.43	)	$	9.94		5.51	%		0.69	%		3.12	%		0.85	%	$	22,998		44	%
December 31, 2019		(0.47	)	$	9.84		9.06	%		0.69	%		3.07	%		0.83	%	$	24,459		64	%
December 31, 2018		(0.51	)	$	9.46		0.80	%		0.69	%		3.79	%		0.77	%	$	20,260		42	%
December 31, 2017		(0.50	)	$	9.90		7.90	%		0.69	%		3.80	%		0.73	%	$	27,420		84	%
December 31, 2016		(0.75	)	$	9.65		(1.20	)%		0.69	%		3.41	%		0.71	%	$	31,762		39	%

See notes to financial statements.

83

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory High Income Municipal Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	10.84		0.19		0.32			0.51			(0.19	)		—
Year Ended:
December 31, 2020	$	10.75		0.42		0.15			0.57			(0.39	)		(0.09	)
December 31, 2019	$	10.39		0.35		0.47			0.82			(0.40	)		(0.06	)
December 31, 2018	$	10.79		0.43		(0.40	)		0.03			(0.43	)		—
December 31, 2017	$	10.35		0.46		0.44			0.90			(0.46	)		—
December 31, 2016	$	10.89		0.44		(0.54	)		(0.10	)		(0.44	)		—
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	10.84		0.15		0.32			0.47			(0.15	)		—
Year Ended:
December 31, 2020	$	10.75		0.33		0.16			0.49			(0.31	)		(0.09	)
December 31, 2019	$	10.39		0.28		0.46			0.74			(0.32	)		(0.06	)
December 31, 2018	$	10.79		0.35		(0.40	)		(0.05	)		(0.35	)		—
December 31, 2017	$	10.35		0.38		0.44			0.82			(0.38	)		—
December 31, 2016	$	10.89		0.36		(0.54	)		(0.18	)		(0.36	)		—
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	10.84		0.20		0.32			0.52			(0.20	)		—
Year Ended:
December 31, 2020	$	10.75		0.44		0.16			0.60			(0.42	)		(0.09	)
December 31, 2019	$	10.39		0.38		0.47			0.85			(0.43	)		(0.06	)
December 31, 2018	$	10.79		0.46		(0.40	)		0.06			(0.46	)		—
December 31, 2017	$	10.35		0.48		0.44			0.92			(0.48	)		—
December 31, 2016	$	10.89		0.47		(0.54	)		(0.07	)		(0.47	)		—
Member Class
Six Months Ended June 30, 2021 (Unaudited)	$	10.84		0.20		0.32			0.52			(0.20	)		—
November 3, 2020(e) through December 31, 2020	$	10.56		0.12		0.31			0.43			(0.06	)		(0.09	)

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

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

(c)  Annualized for periods less than one year.

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

(e)  Commencement of operations.

See notes to financial statements.

84

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)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory High Income Municipal Bond Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		(0.19	)	$	11.16		4.76	%		0.80	%		3.53	%		1.02	%	$	34,458		9	%
Year Ended:
December 31, 2020		(0.48	)	$	10.84		5.52	%		0.80	%		3.95	%		1.10	%	$	26,330		74	%
December 31, 2019		(0.46	)	$	10.75		8.04	%		0.80	%		3.27	%		1.09	%	$	19,153		49	%
December 31, 2018		(0.43	)	$	10.39		0.34	%		0.80	%		4.13	%		1.02	%	$	16,483		48	%
December 31, 2017		(0.46	)	$	10.79		8.85	%		0.80	%		4.31	%		0.96	%	$	25,831		66	%
December 31, 2016		(0.44	)	$	10.35		(1.04	)%		0.80	%		4.02	%		0.96	%	$	32,943		49	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		(0.15	)	$	11.16		4.38	%		1.57	%		2.71	%		2.23	%	$	2,790		9	%
Year Ended:
December 31, 2020		(0.40	)	$	10.84		4.72	%		1.57	%		3.11	%		1.90	%	$	9,378		74	%
December 31, 2019		(0.38	)	$	10.75		7.22	%		1.57	%		2.61	%		1.85	%	$	13,995		49	%
December 31, 2018		(0.35	)	$	10.39		(0.43	)%		1.57	%		3.35	%		1.78	%	$	19,282		48	%
December 31, 2017		(0.38	)	$	10.79		8.01	%		1.57	%		3.54	%		1.73	%	$	25,175		66	%
December 31, 2016		(0.36	)	$	10.35		(1.79	)%		1.57	%		3.26	%		1.73	%	$	29,563		49	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		(0.20	)	$	11.16		4.88	%		0.57	%		3.76	%		0.85	%	$	12,247		9	%
Year Ended:
December 31, 2020		(0.51	)	$	10.84		5.76	%		0.57	%		4.14	%		0.93	%	$	9,682		74	%
December 31, 2019		(0.49	)	$	10.75		8.29	%		0.57	%		3.56	%		0.88	%	$	10,620		49	%
December 31, 2018		(0.46	)	$	10.39		0.57	%		0.57	%		4.36	%		0.78	%	$	11,683		48	%
December 31, 2017		(0.48	)	$	10.79		9.10	%		0.57	%		4.55	%		0.73	%	$	26,864		66	%
December 31, 2016		(0.47	)	$	10.35		(0.81	)%		0.57	%		4.26	%		0.72	%	$	36,603		49	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)		(0.20	)	$	11.16		4.84	%		0.65	%		3.68	%		5.86	%	$	871		9	%
November 3, 2020(e) through December 31, 2020		(0.15	)	$	10.84		4.12	%		0.65	%		6.78	%		42.32	%	$	140		74	%

See notes to financial statements.

85

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*(b)
Victory Floating Rate Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	9.34		0.18		0.09			0.27			(0.19	)		(0.19	)	$	9.42		2.86	%
Year Ended:
December 31, 2020	$	9.42		0.49		(0.08	)		0.41			(0.49	)		(0.49	)	$	9.34		4.81	%
December 31, 2019	$	9.13		0.55		0.29			0.84			(0.55	)		(0.55	)	$	9.42		9.43	%
December 31, 2018	$	9.60		0.52		(0.47	)		0.05			(0.52	)		(0.52	)	$	9.13		0.43	%
December 31, 2017	$	9.71		0.46		(0.10	)		0.36			(0.47	)		(0.47	)	$	9.60		3.76	%
December 31, 2016	$	9.08		0.46		0.63			1.09			(0.46	)		(0.46	)	$	9.71		12.35	%
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	9.34		0.15		0.09			0.24			(0.15	)		(0.15	)	$	9.43		2.56	%
Year Ended:
December 31, 2020	$	9.42		0.43		(0.09	)		0.34			(0.42	)		(0.42	)	$	9.34		3.96	%
December 31, 2019	$	9.14		0.48		0.28			0.76			(0.48	)		(0.48	)	$	9.42		8.49	%
December 31, 2018	$	9.61		0.44		(0.47	)		(0.03	)		(0.44	)		(0.44	)	$	9.14		(0.38	)%
December 31, 2017	$	9.72		0.38		(0.10	)		0.28			(0.39	)		(0.39	)	$	9.61		2.93	%
December 31, 2016	$	9.08		0.39		0.64			1.03			(0.39	)		(0.39	)	$	9.72		11.57	%
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	9.33		0.16		0.09			0.25			(0.16	)		(0.16	)	$	9.42		2.68	%
Year Ended:
December 31, 2020	$	9.41		0.45		(0.09	)		0.36			(0.44	)		(0.44	)	$	9.33		4.23	%
December 31, 2019	$	9.13		0.50		0.28			0.78			(0.50	)		(0.50	)	$	9.41		8.75	%
December 31, 2018	$	9.60		0.46		(0.46	)		—	(e)		(0.47	)		(0.47	)	$	9.13		(0.13	)%
December 31, 2017	$	9.72		0.41		(0.12	)		0.29			(0.41	)		(0.41	)	$	9.60		3.07	%
December 31, 2016	$	9.08		0.42		0.63			1.05			(0.41	)		(0.41	)	$	9.72		11.88	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	9.35		0.19		0.09			0.28			(0.20	)		(0.20	)	$	9.43		2.98	%
Year Ended:
December 31, 2020	$	9.43		0.51		(0.08	)		0.43			(0.51	)		(0.51	)	$	9.35		5.03	%
December 31, 2019	$	9.14		0.57		0.29			0.86			(0.57	)		(0.57	)	$	9.43		9.65	%
December 31, 2018	$	9.61		0.54		(0.47	)		0.07			(0.54	)		(0.54	)	$	9.14		0.64	%
December 31, 2017	$	9.72		0.48		(0.10	)		0.38			(0.49	)		(0.49	)	$	9.61		3.98	%
December 31, 2016	$	9.08		0.49		0.63			1.12			(0.48	)		(0.48	)	$	9.72		12.71	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)	$	9.34		0.19		0.08			0.27			(0.19	)		(0.19	)	$	9.42		2.93	%
November 3, 2020(f) through December 31, 2020	$	9.02		0.08		0.32	(g)		0.40			(0.08	)		(0.08	)	$	9.34		4.41	%

*  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

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

(c)  Annualized for periods less than one year.

(d)  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.

86

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory Floating Rate Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)		1.00	%		3.92	%		1.10	%	$	303,771		18	%
Year Ended:
December 31, 2020		1.00	%		5.54	%		1.17	%	$	164,864		54	%
December 31, 2019		1.00	%		5.89	%		1.17	%	$	146,584		35	%
December 31, 2018		1.00	%		5.41	%		1.14	%	$	118,672		48	%
December 31, 2017		1.00	%		4.76	%		1.10	%	$	148,060		57	%
December 31, 2016		1.00	%		4.95	%		1.11	%	$	221,022		56	%
Class C
Six Months Ended June 30, 2021 (Unaudited)		1.80	%		3.16	%		1.92	%	$	75,493		18	%
Year Ended:
December 31, 2020		1.80	%		4.81	%		1.94	%	$	94,885		54	%
December 31, 2019		1.80	%		5.08	%		1.92	%	$	149,054		35	%
December 31, 2018		1.80	%		4.60	%		1.90	%	$	211,462		48	%
December 31, 2017		1.80	%		3.97	%		1.87	%	$	265,486		57	%
December 31, 2016		1.80	%		4.18	%		1.89	%	$	341,169		56	%
Class R
Six Months Ended June 30, 2021 (Unaudited)		1.56	%		3.35	%		3.57	%	$	534		18	%
Year Ended:
December 31, 2020		1.56	%		5.01	%		6.20	%	$	300		54	%
December 31, 2019		1.56	%		5.34	%		3.73	%	$	455		35	%
December 31, 2018		1.56	%		4.84	%		2.99	%	$	716		48	%
December 31, 2017		1.56	%		4.20	%		2.26	%	$	916		57	%
December 31, 2016		1.53	%		4.48	%		1.53	%	$	1,319		56	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)		0.78	%		4.10	%		0.81	%	$	1,357,498		18	%
Year Ended:
December 31, 2020		0.78	%		5.73	%		0.93	%	$	403,852		54	%
December 31, 2019		0.78	%		6.10	%		0.92	%	$	289,796		35	%
December 31, 2018		0.78	%		5.64	%		0.89	%	$	281,545		48	%
December 31, 2017		0.78	%		4.99	%		0.88	%	$	276,195		57	%
December 31, 2016		0.78	%		5.21	%		0.88	%	$	370,035		56	%
Member Class
Six Months Ended June 30, 2021 (Unaudited)		0.85	%		3.99	%		6.95	%	$	884		18	%
November 3, 2020(f) through December 31, 2020		0.85	%		5.46	%		56.41	%	$	62		54	%

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

(f)  Commencement of operations.

(g)  The amount shown reflects a net realized and unrealized gain per share, whereas the statement of operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

See notes to financial statements.

87

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital			Total Distributions
Victory Strategic Income Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	10.95		0.10		(0.10	)		—	(e)		(0.10	)		—			—			(0.10	)
Year Ended:
December 31, 2020	$	10.35		0.15		0.78			0.93			(0.15	)		(0.18	)		—			(0.33	)
December 31, 2019	$	9.74		0.27		0.61			0.88			(0.25	)		—			(0.02	)		(0.27	)
December 31, 2018	$	10.14		0.34		(0.41	)		(0.07	)		(0.33	)		—			—			(0.33	)
December 31, 2017	$	9.99		0.33		0.17			0.50			(0.35	)		—			—			(0.35	)
December 31, 2016	$	9.68		0.23		0.36			0.59			(0.27	)		—			(0.01	)		(0.28	)
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	11.01		0.05		(0.10	)		(0.05	)		(0.06	)		—			—			(0.06	)
Year Ended:
December 31, 2020	$	10.40		0.06		0.80			0.86			(0.07	)		(0.18	)		—			(0.25	)
December 31, 2019	$	9.79		0.19		0.61			0.80			(0.18	)		—			(0.01	)		(0.19	)
December 31, 2018	$	10.19		0.26		(0.41	)		(0.15	)		(0.25	)		—			—			(0.25	)
December 31, 2017	$	10.04		0.25		0.17			0.42			(0.27	)		—			—			(0.27	)
December 31, 2016	$	9.72		0.15		0.38			0.53			(0.20	)		—			(0.01	)		(0.21	)

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

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

(c)  Annualized for periods less than one year.

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

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

See notes to financial statements.

88

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory Strategic Income Fund
Class A
Six Months Ended June 30, 2021 (Unaudited)	$	10.85		(0.01	)%		0.95	%		1.78	%		1.05	%	$	43,392		142	%
Year Ended:
December 31, 2020	$	10.95		9.09	%		0.95	%		1.39	%		1.08	%	$	40,993		194	%
December 31, 2019	$	10.35		9.17	%		0.95	%		2.61	%		1.11	%	$	33,767		106	%
December 31, 2018	$	9.74		(0.66	)%		0.95	%		3.46	%		1.09	%	$	32,053		115	%
December 31, 2017	$	10.14		5.12	%		0.95	%		3.24	%		1.07	%	$	34,957		138	%
December 31, 2016	$	9.99		6.20	%		0.95	%		2.28	%		1.17	%	$	37,121		79	%
Class C
Six Months Ended June 30, 2021 (Unaudited)	$	10.90		(0.49	)%		1.74	%		0.94	%		1.97	%	$	6,165		142	%
Year Ended:
December 31, 2020	$	11.01		8.28	%		1.74	%		0.59	%		1.96	%	$	9,477		194	%
December 31, 2019	$	10.40		8.26	%		1.74	%		1.83	%		2.00	%	$	9,126		106	%
December 31, 2018	$	9.79		(1.45	)%		1.74	%		2.65	%		1.97	%	$	10,221		115	%
December 31, 2017	$	10.19		4.27	%		1.74	%		2.44	%		1.89	%	$	11,671		138	%
December 31, 2016	$	10.04		5.46	%		1.74	%		1.49	%		2.00	%	$	11,547		79	%

(continues on next page)

See notes to financial statements.

89

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital			Total Distributions
Victory Strategic Income Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	11.01		0.07		(0.10	)		(0.03	)		(0.08	)		—			—			(0.08	)
Year Ended:
December 31, 2020	$	10.41		0.11		0.78			0.89			(0.11	)		(0.18	)		—			(0.29	)
December 31, 2019	$	9.79		0.23		0.62			0.85			(0.22	)		—			(0.01	)		(0.23	)
December 31, 2018	$	10.20		0.30		(0.42	)		(0.12	)		(0.29	)		—			—			(0.29	)
December 31, 2017	$	10.04		0.29		0.18			0.47			(0.31	)		—			—			(0.31	)
December 31, 2016	$	9.73		0.19		0.37			0.56			(0.24	)		—			(0.01	)		(0.25	)
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	10.89		0.10		(0.09	)		0.01			(0.11	)		—			—			(0.11	)
Year Ended:
December 31, 2020	$	10.29		0.16		0.80			0.96			(0.18	)		(0.18	)		—			(0.36	)
December 31, 2019	$	9.69		0.29		0.61			0.90			(0.28	)		—			(0.02	)		(0.30	)
December 31, 2018	$	10.09		0.36		(0.41	)		(0.05	)		(0.35	)		—			—			(0.35	)
December 31, 2017	$	9.94		0.35		0.18			0.53			(0.38	)		—			—			(0.38	)
December 31, 2016	$	9.63		0.25		0.36			0.61			(0.29	)		—			(0.01	)		(0.30	)

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

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

(c)  Annualized for periods less than one year.

(d)  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.

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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(b)			Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
Victory Strategic Income Fund
Class R
Six Months Ended June 30, 2021 (Unaudited)	$	10.90		(0.29	)%		1.34	%		1.37	%		1.60	%	$	2,861		142	%
Year Ended:
December 31, 2020	$	11.01		8.61	%		1.34	%		0.99	%		1.72	%	$	2,989		194	%
December 31, 2019	$	10.41		8.79	%		1.34	%		2.21	%		1.77	%	$	2,866		106	%
December 31, 2018	$	9.79		(1.15	)%		1.34	%		3.05	%		1.70	%	$	2,761		115	%
December 31, 2017	$	10.20		4.78	%		1.34	%		2.83	%		1.61	%	$	2,927		138	%
December 31, 2016	$	10.04		5.77	%		1.34	%		1.89	%		1.53	%	$	2,979		79	%
Class Y
Six Months Ended June 30, 2021 (Unaudited)	$	10.79		0.10	%		0.74	%		1.92	%		0.92	%	$	30,404		142	%
Year Ended:
December 31, 2020	$	10.89		9.37	%		0.74	%		1.53	%		0.91	%	$	53,060		194	%
December 31, 2019	$	10.29		9.35	%		0.74	%		2.83	%		1.11	%	$	5,274		106	%
December 31, 2018	$	9.69		(0.45	)%		0.74	%		3.72	%		1.06	%	$	4,798		115	%
December 31, 2017	$	10.09		5.38	%		0.74	%		3.46	%		0.95	%	$	10,180		138	%
December 31, 2016	$	9.94		6.45	%		0.74	%		2.50	%		0.99	%	$	11,768		79	%

See notes to financial statements.

91

Victory Portfolios Notes to Financial Statements
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1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 41 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

The accompanying financial statements are those of the following seven Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

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

*  Member Class commenced operations on November 3, 2020

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. A Fund's 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 Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification 946.

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.

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  (Unaudited)

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

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

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

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

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

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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

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

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2021

  (Unaudited)

A summary of the valuations as of June 30, 2021, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1			Level 2		Level 3		Total
INCORE Investment Quality Bond Fund
Asset-Backed Securities	$	—		$	795,189	$	—	$	795,189
Collateralized Mortgage Obligations		—			260,229		—		260,229
Preferred Stocks		847,984			88,653		—		936,637
Corporate Bonds		—			14,730,017		—		14,730,017
Residential Mortgage-Backed Securities		—			62,503		—		62,503
Yankee Dollars		—			3,001,067		—		3,001,067
U.S. Government Mortgage-Backed Agencies		—			4,764,946		—		4,764,946
U.S. Treasury Obligations		—			1,000,781		—		1,000,781
Collateral for Securities Loaned		829,707			—		—		829,707
Total	$	1,677,691		$	24,703,385	$	—	$	26,381,076
Other Financial Investments^:
Assets:
Futures Contracts	$	50,056		$	—	$	—	$	50,056
Liabilities:
Futures Contracts		(19,087	)		—		—		(19,087	)
Total	$	30,969		$	—	$	—	$	30,969
INCORE Low Duration Bond Fund
Asset-Backed Securities	$	—		$	12,804,306	$	—	$	12,804,306
Collateralized Mortgage Obligations		—			6,818,690		—		6,818,690
Preferred Stocks		4,546,980			452,582		—		4,999,562
Corporate Bonds		—			125,565,533		—		125,565,533
Residential Mortgage-Backed Securities		—			7,392,593		—		7,392,593
Yankee Dollars		—			27,466,002		—		27,466,002
U.S. Government Mortgage-Backed Agencies		—			13,275,267		—		13,275,267
U.S. Treasury Obligations		—			33,380,281		—		33,380,281
Collateral for Securities Loaned		10,769,360			—		—		10,769,360
Total	$	15,316,340		$	227,155,254	$	—	$	242,471,594
Other Financial Investments^:
Assets:
Futures Contracts	$	61,053		$	—	$	—	$	61,053
Liabilities:
Futures Contracts		(120,796	)		—		—		(120,796	)
Total	$	(59,743	)	$	—	$	—	$	(59,743	)
High Yield Fund
Common Stocks	$	2,868,503		$	—	$	—	$	2,868,503
Senior Secured Loans		41,663			59,105,712		—		59,147,375
Corporate Bonds		—			204,336,750		—		204,336,750
Yankee Dollars		—			22,052,528		—		22,052,528
Collateral for Securities Loaned		24,477,216			—		—		24,477,216
Total	$	27,387,382		$	285,494,990	$	—	$	312,882,372

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  (Unaudited)

	Level 1			Level 2		Level 3		Total
Tax-Exempt Fund
Municipal Bonds	$	—		$	52,845,788	$	—	$	52,845,788
Total	$	—		$	52,845,788	$	—	$	52,845,788
High Income Municipal Bond Fund
Municipal Bonds	$	—		$	47,406,485	$	—	$	47,406,485
Exchange-Traded Funds		2,458,470			—		—		2,458,470
Total	$	2,458,470		$	47,406,485	$	—	$	49,864,955
Floating Rate Fund
Warrants	$	240,403		$	—	$	—	$	240,403
Senior Secured Loans		67,715			1,448,775,650		—		1,448,843,365
Corporate Bonds		—			228,916,295		—		228,916,295
Yankee Dollars		—			21,382,036		—		21,382,036
Total	$	308,118		$	1,699,073,981	$	—	$	1,699,382,099
Strategic Income Fund
Asset-Backed Securities	$	—		$	771,446	$	—	$	771,446
Collateralized Mortgage Obligations		—			6,864,720		—		6,864,720
Corporate Bonds		—			54,868,827		—		54,868,827
Residential Mortgage-Backed Securities		—			140,534		—		140,534
Yankee Dollars		—			4,838,549		—		4,838,549
U.S. Government Mortgage-Backed Agencies		—			60,090		—		60,090
U.S. Treasury Obligations		—			5,886,414		—		5,886,414
Exchange-Traded Funds		7,598,935			—		—		7,598,935
Collateral for Securities Loaned		4,410,943			—		—		4,410,943
Total	$	12,009,878		$	73,430,580	$	—	$	85,440,458
Other Financial Investments^:
Assets:
Futures Contracts	$	62,807		$	—	$	—	$	62,807
Liabilities:
Futures Contracts		(303,205	)		—		—		(303,205	)
Total	$	(240,398	)	$	—	$	—	$	(240,398	)

^ Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the 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:

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

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  (Unaudited)

performance and dividend yield of a particular domestic or foreign market index. The Funds 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.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Funds may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by a Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time 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.

Municipal Obligations:

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

Mortgage- and Asset-Backed Securities:

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

Loans:

Floating rate loans in which a Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structures of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by

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subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of a Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See the note below regarding below investment grade securities.

A Fund may purchase second-lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.

Transactions in loans often settle on a delayed basis, and a Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.

Below-Investment-Grade-Securities:

Certain Funds may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Funds may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Funds may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Funds the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Funds to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Funds based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Funds may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Funds had not entered into any futures transactions. In addition, the value of the Funds' futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Funds' ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Funds is presented on the Statements of Assets and Liabilities under Deposit with broker for futures contracts.

During the six months ended June 30, 2021, the Funds entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

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Credit Derivatives:

The Funds may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Funds may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Funds' asset allocations or risk exposures, or (iii) for hedging purposes. The use by the Funds of centrally cleared credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Funds to greater volatility than investments in more traditional securities, as described in the Funds' Statement of Additional Information.

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

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

The Funds may enter into CDS agreements either as a buyer or seller. The Funds may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Funds may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.

For swaps entered with an individual counterparty, the Funds bear the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Funds may also enter into cleared swaps.

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

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

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As of June 30, 2021, the INCORE Investment Quality Bond Fund, INCORE Low Duration Bond Fund and Strategic Income Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk management.

Offsetting of Financial Assets and Derivatives Assets:

The Funds are subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Funds to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.

The table below, as of June 30, 2021, discloses both gross information and net information about instruments and transactions eligible for offset on the Statements of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

					Net Amounts Presented in the		Gross Amounts not offset in the Statements of Assets and Liabilities
	Gross Amounts of Recognized Assets		Gross Amounts Available for Offset		Statements of Assets and Liabilities		Financial Instruments for Offset			Cash Collateral Received			Net Amount
INCORE Investment Quality Bond Fund
Futures Contracts — Goldman Sachs & Co.	$	11,331	$	—	$	11,331	$	(3,951	)	$	—		$	7,380
INCORE Low Duration Bond Fund
Futures Contracts — Goldman Sachs & Co.		27,249		—		27,249		(18,003	)		—			9,246
Strategic Income Fund
Futures Contracts — Goldman Sachs & Co.		24,494		—		24,494		(24,494	)		—			—
					Net Amounts Presented in the		Gross Amounts not offset in the Statements of Assets and Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts Available for Offset		Statements of Assets and Liabilities		Financial Instruments for Offset			Cash Collateral Pledged*			Net Amount
INCORE Investment Quality Bond Fund
Futures Contracts — Goldman Sachs & Co.	$	3,951	$	—	$	3,951	$	(3,951	)	$	—		$	—
INCORE Low Duration Bond Fund
Futures Contracts — Goldman Sachs & Co.		18,003		—		18,003		(18,003	)		—			—
Strategic Income Fund
Futures Contracts — Goldman Sachs & Co.		81,547		—		81,547		(24,494	)		(57,053	)		—

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

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Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of June 30, 2021:

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund	$	50,056	$	19,087
INCORE Low Duration Bond Fund		61,053		120,796
Strategic Income Fund		62,807		303,205

*  Includes cumulative appreciation/depreciation of futures contracts as reported on the Schedules of Portfolio Investments. Only current day's variation margin for futures contracts are reported within the Statements of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the six months ended June 30, 2021:

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations					Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Realized Gains (Losses) from Swap Agreements		Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts			Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements
Credit Risk Exposure:
INCORE Investment Quality Bond Fund	$	—		$	36,573	$	—		$	—
INCORE Low Duration Bond Fund		—			211,736		—			—
Strategic Income Fund		—			90,280		—			—
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund		(139,021	)		—		28,554			—
INCORE Low Duration Bond Fund		294,726			—		(39,968	)		—
Strategic Income Fund		110,604			—		(212,430	)		—

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

Investment Transactions and Related Income:

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

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The Funds may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statements of Operations.

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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 on 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 Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.

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

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.

	Gross Amount of Recognized		Value of Cash		Value of Non-cash Collateral Received by Maturity
	Assets (Value of Securities on Loan)		Collateral Received*		<30 days		Between 30 & 90 days		>90 days		Net Amount
INCORE Investment Quality Bond Fund	$	807,442	$	807,442	$	—	$	—	$	—	$	—
INCORE Low Duration Bond Fund		10,492,618		10,492,618		—		—		—		—
High Yield Fund		23,579,203		23,579,203		—		—		—		—
Strategic Income Fund		4,274,943		4,274,943		—		—		—		—

*   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 on the Statements of Assets and Liabilities.

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Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Federal Income Taxes:

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

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Funds are charged to the Funds, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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, 12b-1 fees, and printing 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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2021, the Funds below engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses):

	Purchases		Sales		Net Realized Gains (Losses)
Tax-Exempt Fund	$	2,300,000	$	1,400,000	$	—
High Income Municipal Bond Fund		2,963,720		5,600,000		—

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3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows.

	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
INCORE Investment Quality Bond Fund	$	4,412,557	$	5,293,382	$	4,609,419	$	7,163,556
INCORE Low Duration Bond Fund		83,045,193		47,461,890		13,968,203		70,720,915
High Yield Fund		147,851,352		107,355,952		—		—
Tax-Exempt Fund		600,000		11,179,159		—		—
High Income Municipal Bond Fund		9,859,810		4,126,103		—		—
Floating Rate Fund		1,252,892,417		210,526,068		—		—
Strategic Income Fund		122,456,147		123,588,984		14,007,920		33,852,552

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue"). Park Avenue is responsible for providing day-to-day investment advisory services to the High Yield Fund, the Floating Rate Fund and the Strategic Income Fund, subject to the oversight of the Board. Prior to April 2020, Park Avenue provided investment advisory services to the Tax-Exempt Fund and the High Income Municipal Bond Fund.

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.

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

Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Funds are shown in the table below:

Assets up to $15 billion			Assets $15 billion - $30 billion			Assets over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

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Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

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. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee as shown in the table below:

	Class A			Class C			Class R			Class Y			Member Class
INCORE Investment Quality Bond Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
INCORE Low Duration Bond Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
High Yield Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
Tax-Exempt Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A
High Income Municipal Bond Fund		0.25	%		1.00	%		N/A			0.00	%		0.00	%
Floating Rate Fund		0.25	%		1.00	%		0.50	%		0.00	%		0.00	%
Strategic Income Fund		0.25	%		1.00	%		0.50	%		0.00	%		N/A

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 C, and Class R. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sale of the Class A. For the six months ended June 30, 2021, the Distributor received approximately $18,871 from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statements of Operations as Custodian fees.

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Sidley Austin LLP provides legal services to the Trust.

The Adviser has entered into expense limitation agreements with the 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. Acquired fund fees and expense, interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2022
	Class A			Class C			Class R			Class Y			Member Class
INCORE Investment Quality Bond Fund		0.90	%		1.77	%		1.30	%		0.66	%		N/A
INCORE Low Duration Bond Fund		0.85	%		1.62	%		1.27	%		0.62	%		N/A
High Yield Fund		1.00	%		1.70	%		1.35	%		0.76	%		N/A
Tax-Exempt Fund		0.80	%		1.60	%		N/A			0.69	%		N/A
High Income Municipal Bond Fund		0.80	%		1.57	%		N/A			0.57	%		0.65	%
Floating Rate Fund		1.00	%		1.80	%		1.56	%		0.78	%		0.85	%
Strategic Income Fund		0.95	%		1.74	%		1.34	%		0.74	%		N/A

Under the terms of the expense limitation agreements, amended May 1, 2021, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Funds were permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of June 30, 2021, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at June 30, 2021.

	Expires 2021		Expires 2022		Expires 2023		Expires 2024		Total
INCORE Investment Quality Bond Fund	$	55,524	$	127,606	$	136,293	$	67,619	$	387,042
INCORE Low Duration Bond Fund		50,056		163,391		131,941		50,953		396,341
High Yield Fund		42,016		181,413		253,784		88,775		565,988
Tax-Exempt Fund		56,636		132,065		135,204		75,897		399,802
High Income Municipal Bond Fund		54,443		132,417		131,713		76,600		395,173
Floating Rate Fund		364,778		841,458		827,922		320,963		2,355,121
Strategic Income Fund		47,053		110,089		134,256		74,851		366,249

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 June 30, 2021, the Adviser voluntarily waived the following amounts:

INCORE Low Duration Bond Fund $ 45,897

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, legal counsel and Distributor.

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5. Risks:

The Funds may be subject to other risks in addition to these identified risks.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Credit Risk — 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.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Funds' investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, nor any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

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June 30, 2021

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6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit during the six months ended June 30, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized or participated in the Facility during the six months ended June 30, 2021, were as follows:

	Borrower or Lender	Amount Outstanding at June 30, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate			Maximum Borrowing During the Period
Tax-Exempt Fund	Borrower	$	—	$	4,130,000		2		0.61	%	$	6,130,000
Strategic Income Fund	Borrower		—		3,107,000		4		0.58	%		3,108,000

*  For the six months ended June 30, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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June 30, 2021

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	Declared	Paid
INCORE Investment Quality Bond Fund	Monthly	Monthly
INCORE Low Duration Bond Fund	Monthly	Monthly
High Yield Fund	Monthly	Monthly
Tax-Exempt Fund	Monthly	Monthly
High Income Municipal Bond Fund	Monthly	Monthly
Floating Rate Fund	Monthly	Monthly
Strategic Income Fund	Monthly	Monthly

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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.

As of the tax year ended December 31, 2020, the Funds had net capital loss carryforwards as shown in the table below. It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

	Short-Term Amount		Long-Term Amount		Total
INCORE Low Duration Bond Fund	$	11,509,008	$	19,103,147	$	30,612,155
High Yield Fund		—		6,751,308		6,751,308
Floating Rate Fund		28,124,571		155,201,348		183,325,919

108

Victory Portfolios Supplemental Information
June 30, 2021

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds use 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 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21- 6/30/21*		Hypothetical Expenses Paid During Period 1/1/21- 6/30/21*		Annualized Expense Ratio During Period 1/1/21- 6/30/21
INCORE Investment Quality Bond Fund
Class A	$	1,000.00	$	991.20	$	1,020.33	$	4.44	$	4.51		0.90	%
Class C		1,000.00		987.00		1,016.02		8.72		8.85		1.77
Class R		1,000.00		989.30		1,018.35		6.41		6.51		1.30
Class Y		1,000.00		991.40		1,021.52		3.26		3.31		0.66
INCORE Low Duration Bond Fund
Class A		1,000.00		1,006.00		1,020.58		4.23		4.26		0.85
Class C		1,000.00		1,003.00		1,016.76		8.05		8.10		1.62
Class R		1,000.00		1,003.90		1,018.50		6.31		6.36		1.27
Class Y		1,000.00		1,008.10		1,021.72		3.09		3.11		0.62

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Victory Portfolios Supplemental Information — continued
June 30, 2021

  (Unaudited)

	Beginning Account Value 1/1/21		Actual Ending Account Value 6/30/21		Hypothetical Ending Account Value 6/30/21		Actual Expenses Paid During Period 1/1/21- 6/30/21*		Hypothetical Expenses Paid During Period 1/1/21- 6/30/21*		Annualized Expense Ratio During Period 1/1/21- 6/30/21
High Yield Fund
Class A	$	1,000.00	$	1,043.40	$	1,019.84	$	5.07	$	5.01		1.00	%
Class C		1,000.00		1,039.70		1,016.36		8.60		8.50		1.70
Class R		1,000.00		1,041.90		1,018.40		6.53		6.46		1.29
Class Y		1,000.00		1,045.00		1,021.03		3.86		3.81		0.76
Tax-Exempt Fund
Class A		1,000.00		1,035.70		1,020.83		4.04		4.01		0.80
Class C		1,000.00		1,030.70		1,016.86		8.06		8.00		1.60
Class Y		1,000.00		1,035.30		1,021.37		3.48		3.46		0.69
High Income Municipal Bond Fund
Class A		1,000.00		1,047.60		1,020.83		4.06		4.01		0.80
Class C		1,000.00		1,043.80		1,017.01		7.96		7.85		1.57
Class Y		1,000.00		1,048.80		1,021.97		2.90		2.86		0.57
Member Class		1,000.00		1,048.40		1,021.57		3.30		3.26		0.65
Floating Rate Fund
Class A		1,000.00		1,028.60		1,019.84		5.03		5.01		1.00
Class C		1,000.00		1,025.60		1,015.87		9.04		9.00		1.80
Class R		1,000.00		1,026.80		1,017.06		7.84		7.80		1.56
Class Y		1,000.00		1,029.80		1,020.93		3.93		3.91		0.78
Member Class		1,000.00		1,029.30		1,020.58		4.28		4.26		0.85
Strategic Income Fund
Class A		1,000.00		999.90		1,020.08		4.71		4.76		0.95
Class C		1,000.00		995.10		1,016.17		8.61		8.70		1.74
Class R		1,000.00		997.10		1,018.15		6.64		6.71		1.34
Class Y		1,000.00		1,001.00		1,021.12		3.67		3.71		0.74

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

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June 30, 2021

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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 Investment Company Act of 1940, as amended. 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 Victory Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital 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, Victory Capital 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 Victory Capital. Victory Capital 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.

At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital 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 Victory Capital 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 that the Fund reasonably expects 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 Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

111

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)
	800-235-8396 for Member Class

VPRSFIF-SAR (6/21)

Item 2. Code of Ethics.

Not applicable — only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable — only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable — only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)      Not applicable.

(b)      Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)     Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b)     Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)  Victory Portfolios

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

Date  September 1, 2021

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  September 1, 2021

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

Date  September 1, 2021