Victory High Yield Fund - Class Y NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04852

Victory Portfolios

(Exact name of registrant as specified in charter)

4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio	44144
(Address of principal executive offices)	(Zip code)

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

(Name and address of agent for service)

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

Date of fiscal year end: June 30

Date of reporting period: June 30, 2021

Item 1. Reports to Stockholders.

June 30, 2021

Annual Report

Victory Integrity Discovery Fund

Victory Integrity Mid-Cap Value Fund

Victory Integrity Small-Cap Value Fund

Victory Integrity Small/Mid-Cap Value Fund

Victory Munder Multi-Cap Fund

Victory S&P 500 Index Fund

Victory Munder Mid-Cap Core Growth Fund

Victory Munder Small Cap Growth Fund

Victory Trivalent International Fund-Core Equity

Victory Trivalent International Small-Cap Fund

Victory INCORE Total Return Bond 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

Shareholder Letter (Unaudited)					4
Managers' Commentary / Investment Overview (Unaudited)					6
Investment Objective and Portfolio Holdings (Unaudited)					35
Schedules of Portfolio Investments
Victory Integrity Discovery Fund					46
Victory Integrity Mid-Cap Value Fund					51
Victory Integrity Small-Cap Value Fund					55
Victory Integrity Small/Mid-Cap Value Fund					60
Victory Munder Multi-Cap Fund					64
Victory S&P 500 Index Fund					67
Victory Munder Mid-Cap Core Growth Fund					79
Victory Munder Small Cap Growth Fund					82
Victory Trivalent International Fund-Core Equity					87
Victory Trivalent International Small-Cap Fund					99
Victory INCORE Total Return Bond Fund					110
Financial Statements
Statements of Assets and Liabilities					120
Statements of Operations					124
Statements of Changes in Net Assets					128
Financial Highlights					140
Notes to Financial Statements					162
Report of Independent Registered Public Accounting Firm					182
Supplemental Information (Unaudited)					183
Trustees' and Officers' Information					183
Proxy Voting and Portfolio Holdings Information					186
Expense Examples					186
Additional Federal Income Tax Information					188
Liquidity Risk Management Program					189
Privacy Policy (inside back cover)

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

This page is intentionally left blank.

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

Through all the volatility and surprises, the S&P 500^® Index registered an impressive annual return of 40.79% for the 12-month period ended June 30, 2021. In fact, this broad market index ended the reporting period at an all-time high. Over this same period, the yield on the 10-Year U.S. Treasury jumped 79 basis points (a basis point is 1/100th of a percentage point), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.45%.

No doubt, the past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. That's usually the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. If you invest with us directly, you may call 800-539-3863 (800-235-8396 for Member Class), or visit our website at www.vcm.com.

From all of us here at Victory Capital, thank you for placing your confidence in us and for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,

Victory Funds

Victory Integrity Discovery Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

After the second wave of COVID-19 hit in June 2020, equities recovered the rest of the year and into the first half of 2021 due to unprecedented fiscal and monetary policy intervention and extraordinary progress towards vaccines and treatments. Markets also benefited from clarity around the U.S. presidential election after major media outlets called the presidential race for Joe Biden in November. Equities continued to rally into the new year as vaccination rollouts increased throughout the country. An increased rate of vaccinations and a declining rate of COVID-19 cases led to state and region reopenings throughout the country. These events aided economic activity and fueled equity markets to push higher as business and consumer sentiment started to improve. From a market capitalization viewpoint, small-cap equities outperformed their mid- and large-cap peers.

The top-performing sectors within the benchmark were Consumer Discretionary, Communication Services, Energy, and Materials while Utilities and Consumer Staples were the weakest-performing sectors. Micro-cap value stocks outperformed micro-cap growth stocks.

How did Victory Integrity Discovery Fund (the "Fund") perform during the reporting period?

The Fund returned 89.51% (Class A at net asset value) for the fiscal year ended June 30, 2021, outperforming the Russell Microcap^® Value Index (the "Index"), which returned 83.62% during the period.

What strategies did you employ during the reporting period?

Stock selection in Health Care was the prominent contributor to Fund performance. Stock selection in Technology, Financials, and Consumer Staples also helped Fund performance. Security selection in Consumer Discretionary hurt Fund performance. Sector weights were a positive on Fund performance relative to the Index due to underweight positions in Consumer Staples, Health Care, Consumer Discretionary, and Financials. From a style perspective, the Fund holdings on average had higher beta and higher liquidity relative to the Index and both were tailwinds. The Fund's holdings, on average, had a larger market capitalization than the Index and this was a headwind.

We have benefited from our positioning in the aftermath of the pandemic as our portfolio has been tilted towards stocks that we believed would outperform as fears of the virus subsided. This return to value trading also has been aided by the fact that value style has outperformed growth style. Going forward, we still believe in value versus growth. Our value-rising strategy — rising economic activity, rising revenue, rising margins, rising rates, and rising taxes still holds in our view. However, investors returned to growth stocks at the end of the second quarter in 2021. There is still a lot of uncertainty surrounding tax policy. Diminishing inflation concerns, declining 10-year yields, and decreasing threats of increased taxes combined to rally growthier stocks. Despite the pullback in relative performance for value in June, we continue to believe the combination of earnings growth and cheap relative valuations looks attractive. Value stocks are forecasted to grow earnings by 32.4% compared

Victory Integrity Discovery Fund (continued)

to growth at 27.6% (Jeffries valuation handbook (7/6/2021)). Value has rallied relative to growth this year, but it still looks cheap on an historical basis. This fuels our belief that, despite some short-term reversals, the trend is for value to outperform. We believe the Fund is positioned to benefit from this combination of good value and good news.

Victory Integrity Discovery Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class R

Class Y

Member Class

INCEPTION DATE

12/26/96

3/31/97

7/29/04

12/26/96

11/2/20

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell
Microcap^®Value Index¹

One Year

89.51

78.59

87.93

86.93

88.56

90.09

83.62

Five Year

13.91

12.57

12.99

13.33

14.18

17.13

Ten Year

12.58

11.92

11.70

12.12

12.86

12.80

Since Inception

72.85

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price ("MOP") figures reflect a maximum sales charge of 5.75% for Class A. Class C is not subject to an initial sales charge, but is subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Integrity Discovery Fund — Growth of $10,000

¹The Russell Microcap^® Value Index is a capitalization–weighted index that measures the performance of the smallest 1,000 securities in the Russell 2000^® Index, plus the next 1,000 smallest eligible securities by market cap. The Russell 2000^® Index is a capitalization-weighted index that measures the performance of approximately 2,000 of the smallest companies in the Russell 3000^® Index, an index representing approximately 98% of the investable U.S. equity market. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Integrity Mid-Cap Value Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The top performing sectors within the benchmark were Material and Energy while Utilities and Consumer Staples were the weakest-performing sectors. Mid-cap value stocks outperformed mid cap growth stocks.

How did Victory Integrity Mid-Cap Value Fund (the "Fund") perform during the reporting period?

The Fund returned 58.66% (Class A at net asset value) for the fiscal year ended June 30, 2021, outperforming the Russell Midcap^® Value Index (the "Index"), which returned 53.06% for the period.

What strategies did you employ during the reporting period?

Stock selection in Consumer Discretionary, Technology, and Industrials were the main contributors that resulted in Fund outperformance. Security selection in Health Care hurt Fund performance. The Fund's holdings, on average, had higher beta and higher volatility relative to the Index and both were tailwinds.

We have benefited from our positioning in the aftermath of the pandemic as our portfolio has been tilted towards stocks that we believed would outperform as fears of the virus subsided. This return to value trade has also been aided by the fact that value style has outperformed growth style. Going forward, we still believe in value versus growth. Our value-rising strategy — rising economic activity, rising revenue, rising margins, rising rates, and rising taxes still holds in our view. However, investors returned to growth stocks at the end of the second quarter in 2021. There is still a lot of uncertainty surrounding tax policy. Diminishing inflation concerns, declining 10-year yields, and decreasing threats of increased taxes combined to rally growthier stocks. Despite the pullback in relative performance for value in June, we continue to believe the combination of earnings growth and cheap relative valuations looks attractive. Value stocks are forecasted to grow earnings by 32.4% compared to growth at 27.6% (Jeffries valuation handbook (7/6/2021)). Value has rallied relative to growth this year, but it still looks cheap on an historical basis. This fuels our belief that, despite some short-term reversals, the trend is for value to outperform. We believe the Fund is positioned to benefit from this combination of good value and good news.

Victory Integrity Mid-Cap Value Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class R6

Class Y

Member Class

INCEPTION DATE

7/1/11

11/4/19

12/14/15

7/1/11

11/2/20

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell
Midcap^®Value Index¹

One Year

58.66

49.56

57.43

56.43

59.24

59.03

53.06

Five Year

12.12

10.80

12.52

12.40

11.79

Since Inception

11.24

10.58

16.98

13.06

11.53

43.46

Victory Integrity Mid-Cap Value Fund — Growth of $10,000

¹The Russell Midcap^® Value Index is an unmanaged index made up of medium and medium/small companies in the Russell 1000^® Index chosen for their value orientation. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Integrity Small-Cap Value Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The top-performing sectors within the benchmark were Communication Services, Consumer Discretionary, Energy, and Materials while Utilities and Real Estate were the weakest-performing sectors relative to the benchmark. Small-cap value stocks outperformed small-cap growth stocks.

How did Victory Integrity Small-Cap Value Fund (the "Fund") perform during the reporting period?

The Fund returned 80.41% (Class A at net asset value) for the fiscal year ended June 30, 2021, outperforming the Russell 2000^® Value Index (the "Index"), which returned 73.28% for the period.

What strategies did you employ during the reporting period?

Security selection in Financials, Materials, Industrials, Energy, and Health Care were the largest positive contributors to Fund performance, while stock selection in Communication Services was the largest detractor. Sector weights were a positive on the Fund's performance relative to the Index largely due to our overweight in Consumer Discretionary and underweights to Financials and Health Care. From a style perspective, the Fund's holdings, on average, had higher liquidity and higher beta relative to the Index and both were tailwinds. The Fund's holdings on average had a larger market capitalization than the Index and this was a headwind.

We have benefited from our positioning in the aftermath of the pandemic as our portfolio has been tilted towards stocks that we believed would outperform as fears of the virus subsided. This return to value trading also has been aided by the fact that value style has outperformed growth style. Going forward, we still believe in value versus growth. Our value-rising strategy — rising economic activity, rising revenue, rising margins, rising rates, and rising taxes still holds in our view. However, investors returned to growth stocks at the end of the second quarter in 2021. There is still a lot of uncertainty surrounding tax policy. Diminishing inflation concerns, declining ten-year yields, and decreasing threats of increased taxes combined to rally growthier stocks. Despite the pullback in relative performance for value in June, we continue to believe the combination of earnings growth and cheap relative valuations looks attractive. Value stocks are forecasted to grow earnings by 32.4% compared

Victory Integrity Small-Cap Value Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class R

Class R6

Class Y

INCEPTION DATE

3/30/04

7/7/05

6/1/12

7/7/05

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell 2000^®Value Index¹

One Year

80.41

70.03

78.86

77.86

79.91

81.42

81.13

73.28

Five Year

11.85

10.54

11.05

11.56

12.45

12.27

13.62

Ten Year

10.12

9.47

9.32

9.84

10.48

10.85

Since Inception

13.08

Victory Integrity Small-Cap Value Fund — Growth of $10,000

¹The Russell 2000^® Value Index is an unmanaged index that measures the performance of those Russell 2000^® companies with lower price-to-book ratios and lower forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Integrity Small/Mid-Cap Value Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The top-performing sectors within the benchmark were Energy, Communication Services, and Consumer Discretionary while Utilities and Health Care were the weakest performing sectors relative to the benchmark. Small/mid-cap value stocks outperformed small/mid-cap growth stocks.

How did Victory Integrity Small/Mid-Cap Value Fund (the "Fund") perform during the reporting period?

The Fund returned 73.21% (Class A at net asset value) for the fiscal year ended June 30, 2021, outperforming the Russell 2500^TM Value Index (the "Index"), which returned 63.23% for the period.

What strategies did you employ during the reporting period?

Stock selection in Financials, Industrials, Materials, Technology, and Consumer Discretionary, led to Fund outperformance, while security selection in Communication Services detracted from relative Fund performance. Sector weights were a positive due to our underweights in Health Care, Real Estate, and Utilities. The Fund holdings on average had higher returns as compared to the overall market and higher volatility relative to the Index and both were tailwinds.

Victory Integrity Small/Mid-Cap Value Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class R6

Class Y

Member Class

INCEPTION DATE

7/1/11

3/3/15

7/1/11

11/2/20

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Russell 2500^TMValue Index¹

One Year

73.21

63.26

73.68

73.61

63.23

Five Year

13.37

12.03

13.72

13.66

12.29

Since Inception

10.41

9.76

9.45

10.68

57.17

The maximum offering price ("MOP") figures reflect a maximum sales charge of 5.75% for Class A. Net Asset Value does not reflect sales charges.

Victory Integrity Small/Mid-Cap Value Fund — Growth of $10,000

¹The Russell 2500^® Value Index measures the performance of those Russell 2500^® companies (approximately 2,500 of the smallest securities in the Russell 3000^® Index, an index representing approximately 98% of the investable U.S. equity market) with lower price-to-book ratios and lower forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Munder Multi-Cap Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The Russell 3000^® Index (the "Index") is up approximately 44% over the 12 months ended June 30, 2021, and stands roughly 30% above the pre-COVID highs it made in February 2020. This rally has seen strong participation across the spectrum, from value and reopening names to secular growth and stay-at-home winners, though leadership has changed up frequently and with great dispersion. In addition, cyclical sectors (e.g., Financials, Energy, Industrials), the sectors hit hardest during the COVID-19 selloff, garnered the highest return over this period.

More recently, however, we've seen inflation and interest rate expectations decline, largely the result of U.S. Federal Reserve commentary, which precipitated a rotation back into growth stocks in the second quarter of 2021. Traditional growth sectors (e.g., Technology, Communication Services, and Health Care) all outperformed; though, it's worth noting that value style-heavy sectors Energy and Real Estate actually posted the strongest returns in the second quarter of 2021. Energy stocks are clearly benefiting from stronger commodity prices, while Real Estate's outsized dividend income looks more attractive as rates decline, with many property types also leveraged to the economic reopening.

How did Victory Munder Multi-Cap Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 40.04% (Class A at net asset value) for the fiscal year ended June 30, 2021, underperforming the Index, which returned 44.16% during the same period.

What strategies did you employ during the reporting period?

The Fund looks to invest in stocks with market capitalizations of $1 billion and above that we believe are of high quality with the potential for above-average earnings growth, as well as current earnings momentum.

Using this framework, the Fund generated the strongest returns within the Financials, Energy, Consumer Discretionary, Materials, and Communication Services sectors, all up 50% or more over the trailing 12 months. Defensive sectors (e.g., Real Estate and Consumer Staples) lagged, but still generated positive return.

On an individual basis, two of the Fund's top-performing stocks for the year were graphics processing unit vendor and artificial intelligence enabler NVIDIA and casino owner/operator Boyd Gaming. With regards to NVIDIA, demand remains robust across all end markets, with sales up 84% year-over-year during the most recent quarter, led by gaming and datacenter. In addition, the market has turned more positive/confident on the potential Arm Holdings acquisition, and we've seen Broadcom, MediaTek, and Marvell become the first customers of Arm to publicly support a NVIDIA takeover. With regard to Boyd Gaming, this was an opportunistic purchase made during the COVID-19 selloff in Feb/March of 2020. Since that time, the company has posted solid results, especially relative to what was initially feared, with management recently confirming improving year-to-date trends.

Victory Munder Multi-Cap Fund (continued)

Two of the Fund's weakest-performing stocks for the year were optical and photonic communications equipment vendor Lumentum Holdings ("Lumentum") and lease-to-own/durable goods retailer Rent-A-Center Inc. Lumentum has come under pressure as near-term headwinds drive negative estimate revisions, including supply chain constraints, inventory build at certain customers, COVID-related issues hampering network deployments, and the decline in the 3D Sensing market. While we reduced our position, we continue to hold the stock, as growth looks primed to reaccelerate and the company maintains dominant market position and technological differentiation, including a strong upgrade cycle to 5G phones and the emergence of World Facing 3D modules, while strong margins and inexpensive valuations offer attractive factor exposures. With regards to Rent-A-Center Inc, this was a newer purchase, and shares sold off despite a strong beat-and-raise quarter highlighted by 75% year-over-year revenue growth (+22% proforma for acquisitions) and Earning Per Share that more than doubled year over year.

Victory Munder Multi-Cap Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class Y

INCEPTION DATE

8/19/96

11/3/98

6/1/98

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

S&P 500^®
Index¹

Russell 3000^®
Index²

One Year

40.04

31.97

38.88

37.88

40.54

40.79

44.16

Five Year

14.25

12.90

13.36

14.67

17.65

17.89

Ten Year

11.65

10.99

10.78

12.03

14.84

14.70

Victory Munder Multi-Cap Fund — Growth of $10,000

¹The S&P 500^® Index, an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 3000^® Index is an unmanaged index that measures the performance of the 3,000 largest U.S.-traded stocks, in which the underlying companies are all incorporated in the United States. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory S&P 500 Index Fund

Managers' Commentary
(Unaudited)

Investment Considerations

Equity Securities ("stocks") are more volatile and carry more risk than other forms of investments in high-grade, fixed-income securities. The net asset value per share of Victory S&P 500 Index Fund (the "Fund") will fluctuate as the value of the securities in the portfolio changes. The securities of foreign companies acquired by the Fund tend to experience more volatility than their domestic counterparts in part because of higher political and economic risks, lack of reliable information, fluctuations in currency exchange rates and the risks that a foreign government may take over assets, restrict the ability to exchange currency, or restrict the delivery of securities.

Commentary

The Fund seeks to provide performance and income that is comparable to the performance of the S&P 500^® Index (the "Index") before fees and expenses.

The Fund returned 40.00% (Class A at net asset value) for the fiscal year ended June 30, 2021, underperforming the Index, which returned 40.79%. The difference in performance of the Fund and the Index was primarily due to the Fund's fees and expenses. The Index is not an investable product; therefore, fees and expenses do not apply.

Over the reporting period, much of the performance was driven by the largest market cap names within the Index. The well-known FAANG+M stocks, comprised of Facebook, Apple, Amazon, Netflix, Google, and Microsoft, combined to make up over 22% of the Index and contributed a positive 9.84% to the Fund's return. Penn National Gaming was down 35% during the reporting period and was a negative contributor to overall performance.

Victory S&P 500 Index Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class R

Class Y

INCEPTION DATE

12/9/92

7/29/04

12/1/91

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

S&P 500^®
Index¹

One Year

40.00

36.82

39.43

40.16

40.79

Five Year

16.98

16.45

16.50

17.14

17.65

Ten Year

14.15

13.89

13.70

14.32

14.84

The maximum offering price ("MOP") figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Victory S&P 500 Index Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Munder Mid-Cap Core Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

More recently, however, we've seen inflation and interest rate expectations decline, largely the result of U.S. Federal Reserve commentary, which precipitated a rotation back into growth stocks in the second quarter of 2021. Traditional growth sectors (e.g., Technology, Communication Services, and Health Care) all outperformed; though, it's worth noting that value-heavy sectors Energy and Real Estate actually posted the strongest returns in the second quarter of 2021. Energy stocks are clearly benefiting from stronger commodity prices, while Real Estate's outsized dividend income looks more attractive as rates decline, with many property types also leveraged to the economic reopening.

How did Victory Munder Mid-Cap Core Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 47.52% (Class A at net asset value) for the fiscal year ended June 30, 2021, underperforming the Russell Midcap^® Index, which returned 49.80% for the period.

What strategies did you employ during the reporting period?

The Fund looks to invest in mid-cap stocks that have superior growth prospects, strong profitability, below-average debt levels, and attractive valuations relative to the market and the company's growth rate.

Using this framework, the Fund generated the strongest returns within the Materials, Industrials, Financials, and Communication Services sectors, all up 60%+ over the trailing 12 months. Real Estate, Utilities, and Energy lagged, but still generated positive return.

In Materials and Industrials, we had strong stock-specific drivers of outperformance but also benefited from our tactical positioning toward the reopening/economic recovery. Specifically, to this last point, the Fund experienced strong returns from our holdings in Chart Industries, Cleveland-Cliffs, and Freeport-McMoRan, which stand to benefit from improved commodity prices. In addition, WESCO International, which distributes electrical supplies and equipment and offers integrated procurement services, drove nearly half our positive stock selection in Industrials for the period. This was an opportunistic purchase we made after shares came under extreme pressure from the pandemic. We believed the COVID-19-related selloff was an overreaction by the market, particularly as it related to the pending acquisition of a primary competitor, Anixter. Indeed, both organic trends and the Anixter integration have surprised to the upside.

Victory Munder Mid-Cap Core Growth Fund (continued)

In Real Estate, the Fund's cell tower and datacenter positions drove results. These properties proved resilient and even benefited from the lockdown due to greater adoption of stay-at-home and cloud-based solutions, and had contributed strongly to returns, but more recently fell out of favor as the market rotated into reopening names. Again, while we continue to view the growth/value profile of these holdings favorably, we reduced our exposure in the first quarter of 2021 with the sale of CyrusOne.

In Utilities, Southwest Gas Holdings was by far our weakest position. Southwest operates regulated natural gas utilities in Arizona, California, and Nevada. We sold our position in January due to a negative outcome in their rate case for their Arizona utility. In Energy, our underperformance was due to our lack of exposure to the sector during the strong rally in the fourth quarter of 2020 and the first quarter of 2021. We added two Energy positions at the end of the first quarter of 2021, Permian Basin-focused oil and gas exploration and production company Diamondback Energy, Inc. ("Diamondback") and U.S. Silica Holdings ("U.S. Silica"), a producer of fracturing sand for the Oil & Gas industry as well as specialized commercial silica products for a variety of end users. With regards to Diamondback, we had sold our position in the company three years ago after a long holding period of outperformance versus the Energy sector. We decided to reestablish a position, as we feel the CEO and his team are still best of breed, measured by their acquisition and execution track records. In addition, the quality of Diamondback's assets in the low-cost Permian Basin allows for profitable oilfield development in low oil price environments. As for U.S. Silica , the company has right-sized its Oil &Gas segment and is now well-positioned to benefit from the recent recovery of oil prices. The specialty products business is also producing strong earnings growth thanks to the introduction of several successful new products, including numerous ESG-friendly applications.

Victory Munder Mid-Cap Core Growth Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class R

Class R6

Class Y

INCEPTION DATE

6/30/00

7/14/00

7/29/04

6/1/12

6/24/98

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell
Midcap^®
Index¹

Russell
Midcap^®
Growth
Index²

One Year

47.52

39.01

46.51

45.51

47.15

48.19

48.00

49.80

43.77

Five Year

14.37

13.02

13.57

14.07

14.87

14.70

15.62

20.52

Ten Year

11.29

10.63

10.50

11.00

11.59

13.24

15.13

Since Inception

13.91

Victory Munder Mid-Cap Core Growth Fund — Growth of $10,000

¹The Russell Midcap^® Index is an unmanaged index measuring the performance of medium capitalization domestically traded common stocks. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell Midcap^® Growth Index is an unmanaged index made up of medium and medium/small companies in the Russell 1000^® Index chosen for their growth orientation. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Munder Small Cap Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

How did Victory Munder Small Cap Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 56.27% (Class A at net asset value) for the fiscal year ended June 30, 2021, outperforming the Russell 2000^® Growth Index (the "Index"), which returned 51.36% during the period.

What strategies did you employ during the reporting period?

The Fund looks to invest in small-cap stocks that have superior growth prospects, strong profitability, sustainable competitive advantages, and reasonable valuations.

Using this framework, the Fund generated the strongest returns within the Energy, Consumer Discretionary, Real Estate, Materials, and Financials sectors, all up 75% or more over the trailing 12 months. Consumer Staples, Communication Services, and Health Care lagged, but each were still up 25% or more.

In Energy, Magnolia Oil & Gas Corp was our top performer, up nearly 160%. In Consumer Discretionary, the Fund had six different stocks that more than doubled during the year, including sporting goods retailer Academy Sports + Outdoors and cutting machine manufacturer Cricut, Inc., which together contributed approximately 175 basis points ("bps") of positive stock selection. Other top performers include retail REIT Macerich Company (Real Estate), Summit Materials (Materials), and Customers Bancorp/SLM Corp (Financials).

Within Consumer Staples and Communication Services, again, among our weakest sectors, up just 25% and 30%, respectively, we had several stocks where we experienced double-digit declines, including value grocery retailer Grocery Outlet Holdings Corp, packaged food/shell egg producer Cal-Maine Foods, and video game and e-sports developer Motorsport Games.

Victory Munder Small Cap Growth Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class I

Class Y

INCEPTION DATE

4/30/15

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Russell
2000^® Growth
Index¹

One Year

56.27

47.31

56.71

56.57

51.36

Five Year

25.89

24.42

26.20

25.98

18.76

Since Inception

17.59

16.46

17.89

17.70

The maximum offering price ("MOP") figures reflect a maximum sales charge of 5.75% for Class A. Net Asset Value does not reflect sales charges.

Victory Munder Small Cap Growth Fund — Growth of $10,000

¹The Russell 2000^® Growth Index is an unmanaged index that measures the performance of those Russell 2000^® companies with higher price-to-book ratios and higher forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Trivalent International Fund-Core Equity

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

International equities rose to new records on the back of additional stimulus measures and vaccination rollouts across the globe. Strong consumer demand has led to a substantial pickup in economic activity and has accelerated the global recovery. International returns were also boosted by a weakening dollar as the U.S. Dollar Index, which measures the U.S. dollar against six major global currencies, fell 5.1%. For the year ended June 30, 2021, the MSCI ACWI ex USA Index (the "Index") rose 35.72%. There was wide dispersion among country returns in the Index, with emerging markets outperforming their developed peers. Technology-heavy Taiwan returned 70.5% as a strong rebound in exports led to an increase in forecasted economic growth. South Korea rose 66.2% after raising its growth forecast to 4.2%, a full percentage point higher than the previous estimate. Within developed markets, Sweden gained 53.9% after avoiding a full lockdown during the height of the pandemic in Europe, resulting in a less-severe economic contraction than its European neighbors. On the other end of the spectrum, Turkey dropped 13% as President Erdogan unexpectedly fired the central bank chief following a period of aggressive rate hikes that had stabilized the Turkish Lira.

All sectors posted positive returns with the more cyclical and commodity-exposed sectors outperforming. Information Technology gained 56.5% and was driven by strength in semiconductors. Materials jumped 49.4% and were supported by rising commodity prices. Financials advanced 40.7% as the prospect of rising interest rates will improve net interest margins for the banking industry. The more defensive Utilities and Health Care stocks were the relative laggards, up 14.5% and 15.2%, respectively.

How did the Victory Trivalent International Fund — Core Equity (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital growth. The Fund returned 30.28% (Class A at net asset value) for the fiscal year ended June 30, 2021, underperforming the Index, which returned 35.72% for the period.

What strategies did you employ during the reporting period?

Overall security selection was negative and accounted for the Fund's relative underperformance. Excess returns were generated in two of six geographic regions and five of the 11 economic sectors. The majority of the Fund's underperformance occurred in the fourth quarter of 2020, as positive vaccine news boosted sentiment for the post-pandemic recovery. From a style perspective, the portfolio's limited exposure to deep value and lower-quality stocks was a major detractor during the market's sharp reversal away from prior winners. Companies that faced the greatest struggles during the pandemic materially outperformed while beneficiaries of the pandemic era lagged despite continued strong execution and robust earnings. For the trailing one-year period, security selection was weakest in the Consumer Staples sector, with the largest impact coming from two holdings. Chinese food operator Sun Art Retail Group was the top detractor, down 39.7% on weak same-store sales growth amid the pandemic. Japanese packaged food company Toyo Suisan Kaisha dropped 30% after reporting in-line results and forecasting a slight profit decline

Victory Trivalent International Fund-Core Equity (continued)

due to rising costs. Relative performance was also weak within Materials, as Anhui Conch Cement Company Limited fell 17.3% on declining demand and margins.

Notable outperformance was generated in the Industrials and Real Estate sectors. Within Industrials, UK-listed construction equipment rental company Ashtead Group rose 123.7% on positive results in its North American Sunbelt operations with continued market share gains. Deutsche Post was another strong performer in the sector. The German logistics and delivery service provider rose 94% as results and outlook confirmed a strong demand environment which has led to higher earnings expectations. Within Real Estate, Australian diversified real estate investment trust Charter Hall Group advanced 78.2% after announcing strong momentum in its direct investment business and the successful closing of two commercial property acquisitions.

Victory Trivalent International Fund-Core Equity (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class I

Class R6

Class Y

INCEPTION DATE

8/16/07

3/3/15

8/16/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

MSCI ACWI
ex USA
Index¹

One Year

30.28

22.72

29.09

28.09

30.65

30.57

30.62

35.72

Five Year

9.36

8.06

8.51

9.74

9.78

9.64

11.08

Ten Year

5.58

4.96

4.76

6.04

5.84

5.45

Since Inception

6.12

Victory Trivalent International Fund-Core Equity — Growth of $10,000

¹The MSCI ACWI ex USA Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 49 country indices, comprising 22 developed and 27 emerging market county indices. The index is unmanaged and its results include reinvested dividends and/or distributions, but do not reflect the effect of sales charges, commissions, expenses or taxes. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Trivalent International Small-Cap Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

International small-cap equities rose to new records on the back of additional stimulus measures and vaccination rollouts across the globe. Strong consumer demand has led to a substantial pickup in economic activity and has accelerated the global recovery. International returns were also boosted by a weakening dollar as the U.S. Dollar Index, which measures the U.S. dollar against six major global currencies, fell 5.1%. For the year ended June 30, 2021, the S&P^® Developed Ex-U.S. SmallCap Index (the "Index") rose 43.62%. All countries in the Index advanced with European small-cap equities outpacing their AsiaPac peers. Sweden gained 64% after avoiding a full lockdown during the height of the pandemic in Europe, resulting in a less severe economic contraction than its European neighbors. Italy climbed 58.7% as former European Central Bank president, Mario Draghi, was sworn in as prime minister to lead the country out of recession. The United Kingdom advanced 55.8% as its global leadership in vaccine distribution has led to higher growth forecasts. On the other end of the spectrum, Japan trailed the broader index and was up only 18.9% after declaring its third state of emergency ahead of the Tokyo Olympics due to surging coronavirus cases.

All 11 sectors advanced, with Energy leading the way, up 61.3% as Brent Crude oil prices gained 82.6% and topped $75 a barrel for the first time since October 2018 on improved demand expectations. Cyclical sectors posted strong gains as Consumer Discretionary and Industrials rose 57.7% and 49.4%, respectively. The more defensive Consumer Staples stocks were the relative laggards, up 22.9%.

How did the Victory Trivalent International Small-Cap Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital growth. The Fund returned 40.61% (Class A at net asset value) for the fiscal year ended June 30, 2021, underperforming the Index, which returned 43.62% for the period.

What strategies did you employ during the reporting period?

Overall security selection was negative and accounted for the Fund's relative underperformance. Excess returns were generated in two of five geographic regions and four of the eleven economic sectors. Most of the Fund's underperformance occurred in the fourth quarter of 2020, as positive vaccine news boosted sentiment for the post-pandemic recovery. From a style perspective, the portfolio's limited exposure to deep value and lower quality stocks was a major detractor during the market's sharp reversal away from prior winners. Companies that faced the greatest struggles during the pandemic materially outperformed while beneficiaries of the pandemic era lagged despite continued strong execution and robust earnings. For the trailing one-year period, security selection was weakest in the Information Technology sector, with the largest impact coming from Anritsu. The Japanese telecom equipment provider fell 20.2% after guidance for the next fiscal year short of consensus. Although still expected to be strong, demand from 5G activity has not materialized as quickly as expected. Relative performance was also weak within Materials and was largely driven down by two gold miners. Silver Lake Resources in Australia and Endeavour Mining Corporation in Canada sold off 27.0% and 15.6%, respectively, on weaker

Victory Trivalent International Small-Cap Fund (continued)

gold prices during our holding period. Both companies remain attractive as strong producers and solid operations.

Notable outperformance was generated in the Industrials and Health Care sectors. Japanese business consultant BayCurrent Consulting rose 335.9% as demand for its digital transformation services continues to rise. TFI International ("TFI") was another strong performer within the Industrials sector. The Canadian listed trucking company rose 161.1% after announcing the acquisition of UPS Freight, which will complement TFI's existing U.S. freight business and improve margins. Within Health Care, Korean biotechnology company Seegene gained 24.4%, as its COVID-19 test kit received approval from Korean authorities and the test kits are being shipped to governments and medical facilities across the world.

Victory Trivalent International Small-Cap Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class I

Class R6

Class Y

INCEPTION DATE

8/17/07

6/1/12

8/17/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

S&P Developed
Ex-U.S. SmallCap
Index¹

One Year

40.61

32.55

39.57

38.57

41.16

41.14

40.96

43.62

Five Year

12.75

11.42

11.90

13.19

13.06

13.03

11.72

Ten Year

9.63

8.99

8.83

10.11

9.92

7.67

Since Inception

13.54

Victory Trivalent International Small-Cap Fund — Growth of $10,000

¹The S&P Developed Ex-U.S. SmallCap Index consists of the stocks representing the lowest 15% of float-adjusted market capitalization in each country, other than the United States, represented in the S&P Developed Broad Market Index (BMI). The S&P Developed BMI includes all listed shares of companies from 26 developed countries with float-adjusted market capitalizations of at least US$100 million and annual trading value of at least US$50 million. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory INCORE Total Return Bond Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The economy continued to roar back in 2021, with annualized Gross Domestic Product ("GDP") growth estimated to reach nearly 7% plus for the year, a growth rate not seen since 1950, and likely marking the return of the economy, as measured by GDP, to pre-pandemic levels or better. Employment is lagging, which is not unusual in a recovery, and, in our opinion, should continue to improve throughout the year. Risk assets performed well year-to-date, with stocks continuing to set new records, led by large caps. High yield bonds, investment-grade convertible bonds, and investment-grade corporate bonds all outperformed U.S. Treasurys.

A significant change in the expected timing of future rate hikes in the Federal Open Market Committee ("FOMC") dot plot, combined with slower than expected job growth, helped U.S. Treasurys claw back some of their losses from earlier in the year, as long yields fell nearly 30 basis points, and the Bloomberg Barclays Treasury Index returned 1.75% in the second quarter of 2021. Monetary & fiscal stimulus, higher vaccination rates, and economic reopening are providing prodigious tailwinds that will likely ease later this year.

Prior to their June meeting, the FOMC seemed to be focused on the employment pillar of its dual mandate of maximizing employment and maintaining price stability, explaining away elevated inflation as transitory, which some on the committee continue to do. The dot plot from the U.S. Federal Reserve's (the "Fed") April meeting indicated the federal funds effective rate remaining near zero until 2024, while inflation would be allowed to run above target for some time. We expected this new paradigm, known as "Flexible Average Inflation Targeting" ("FAIT"), to be tested by increasing inflation. The committee's latest announcement in June indicates members are aware of higher inflation risks, are discussing tapering, and have moved expected rate hikes forward into 2023. The new dot plot estimates show that seven members expect rate increases as early as 2022, indicating a willingness to pivot if necessary. Some board members see upside risk to inflation and are advocating for tapering asset purchases as early as the fourth quarter of 2021. This, combined with lower-than-expected job growth in the second quarter of 2021, caused the yield curve to flatten significantly during the quarter. As the economy emerges from recession, the Fed must determine when and at what pace to remove accommodation. This is a delicate process, subject to Monday-morning quarterbacking, causing markets to overreact as policy evolves. Buckle up for continued interest rate volatility.

How did Victory INCORE Total Return Bond Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide a high level of current income together with capital appreciation. The Fund returned 1.67% (Class A at net asset value), outperforming its benchmark, Bloomberg Barclays US Aggregate Bond Index (the "Index"), which returned -0.33% for the fiscal year ended June 30, 2020.

The Fund started 2021 underweight U.S. Treasurys and mortgage-backed securities, with corresponding overweight allocations to investment-grade corporate bonds, high yield corporate bonds, and investment-grade convertible bonds. While U.S. Treasury yields have

Victory INCORE Total Return Bond Fund (continued)

increased over the year, substantial spread tightening since last June has helped offset the negative impact of rising intermediate yields. We maintain a corporate credit overweight as the economy continues to rebound, benefitting the Fund.

What strategies did you employ during the reporting period?

INCORE believes the U.S. economy still has some distance before reaching full employment and will continue to perform well into 2022, with moderating growth as the effects of recent fiscal stimulus fade. Monetary stimulus will continue to support markets in the near term, but with real GDP in 2021 expected at 7-8% and 2022 forecasts between 3-4%, we look for the FOMC to begin tapering bond purchases in the fourth quarter of 2021 or the first quarter of 2022, and for real yields to move somewhat higher. It remains to be seen whether inflation is transitory or persistent, but we think the risks are skewed to the upside. An improving economy, improving consumer and corporate balance sheets, and low yields compel us to maintain a significant overweight to corporate credit, high yield, and investment-grade convertible bonds. Also, we are maintaining our strategies shorter duration relative to benchmarks in anticipation of higher yields. The overweight position to credit was additive to performance in the second quarter of 2021, outpacing the drag from the short duration position, helping the Fund outpace the Index during the quarter and the past year.

It remains to be seen how much additional infrastructure stimulus will be passed prior to the start of 2022 mid-term campaigns; time is running short. We expect a volatile interest rate environment as the Fed attempts to implement FAIT, and navigate a soft landing as it removes accommodative policy. We believe the Fund is well-positioned for this uncertain environment.

Victory INCORE Total Return Bond Fund (continued)

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2021

Class A

Class C

Class R6

Class Y

INCEPTION DATE

12/9/92

3/25/96

3/3/15

12/1/91

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Bloomberg
Barclays US
Aggregate
Bond Index¹

One Year

1.67

–0.63

0.91

–0.08

1.93

1.91

–0.33

Five Year

3.06

2.58

2.30

3.35

3.33

3.03

Ten Year

3.40

3.16

2.64

3.66

3.39

Since Inception

3.03

The maximum offering price ("MOP") figures reflect a maximum sales charge of 2.25% for Class A. Class C is not subject to an initial sales charge, but is subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. Net Asset Value does not reflect sales charges.

Victory INCORE Total Return Bond Fund — Growth of $10,000

¹The Bloomberg Barclays US Aggregate Bond Index measures the performance of the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage (ARM) pass-throughs), asset-backed securities and commercial mortgage-backed securities. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A of the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Victory Portfolios
Victory Integrity Discovery Fund

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Chico's FAS, Inc.	1.4	%
RadNet, Inc.	1.2	%
Genesco, Inc.	1.2	%
The EW Scripps Co., Class A	1.1	%
Atlantic Capital Bancshares, Inc.	1.1	%
Origin Bancorp, Inc.	1.1	%
AngioDynamics, Inc.	1.0	%
Northern Oil and Gas, Inc.	1.0	%
Earthstone Energy, Inc., Class A	1.0	%
Caleres, Inc.	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.

Victory Portfolios
Victory Integrity Mid-Cap Value Fund

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Laboratory Corp. of America Holdings	1.4	%
Arthur J. Gallagher & Co.	1.1	%
McKesson Corp.	1.1	%
Huntington Bancshares, Inc.	1.1	%
PPG Industries, Inc.	1.1	%
Diamondback Energy, Inc.	1.1	%
Northern Trust Corp.	1.0	%
Essex Property Trust, Inc.	1.0	%
Pioneer Natural Resources Co.	1.0	%
Zimmer Biomet Holdings, Inc.	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.

Victory Portfolios
Victory Integrity Small-Cap Value 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)

Whiting Petroleum Corp.	1.2	%
PDC Energy, Inc.	1.1	%
Green Plains, Inc.	1.1	%
Hancock Whitney Corp.	1.0	%
Alcoa Corp.	1.0	%
Ovintiv, Inc.	1.0	%
Korn Ferry	1.0	%
STAG Industrial, Inc.	1.0	%
PacWest Bancorp	1.0	%
Synovus Financial Corp.	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.

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Hancock Whitney Corp.	1.1	%
East West Bancorp, Inc.	1.1	%
Comerica, Inc.	1.1	%
PacWest Bancorp	1.1	%
PDC Energy, Inc.	1.1	%
Alcoa Corp.	1.0	%
Synovus Financial Corp.	1.0	%
Ally Financial, Inc.	1.0	%
Olin Corp.	1.0	%
Hill-Rom Holdings, Inc.	0.9	%

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.

Victory Portfolios
Victory Munder Multi-Cap 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.	5.9	%
Microsoft Corp.	5.8	%
Amazon.com, Inc.	3.5	%
Alphabet, Inc., Class A	3.2	%
NVIDIA Corp.	2.4	%
Facebook, Inc., Class A	2.3	%
iShares Russell 3000 ETF	2.1	%
JPMorgan Chase & Co.	2.0	%
AbbVie, Inc.	1.8	%
Regeneron Pharmaceuticals, 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.

Victory Portfolios
Victory S&P 500 Index Fund

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide performance and income that is comparable to the S&P 500^® Index.

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Apple, Inc.	5.9	%
Microsoft Corp.	5.6	%
Amazon.com, Inc.	4.0	%
Facebook, Inc., Class A	2.3	%
Alphabet, Inc., Class A	2.0	%
Alphabet, Inc., Class C	2.0	%
Berkshire Hathaway, Inc., Class B	1.4	%
Tesla, Inc.	1.4	%
NVIDIA Corp.	1.4	%
JPMorgan Chase & Co.	1.3	%

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.

Victory Portfolios
Victory Munder Mid-Cap Core Growth 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)

SPDR S&P MidCap 400 ETF	2.6	%
EPAM Systems, Inc.	2.4	%
Advanced Micro Devices, Inc.	2.0	%
MSCI, Inc.	1.9	%
Ally Financial, Inc.	1.9	%
Trane Technologies PLC	1.8	%
Synchrony Financial	1.7	%
D.R. Horton, Inc.	1.6	%
IQVIA Holdings, Inc.	1.5	%
Synopsys, Inc.	1.5	%

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.

Victory Portfolios
Victory Munder Small Cap Growth 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)

Intellia Therapeutics, Inc.	1.8	%
Maravai LifeSciences Holdings, Inc., Class A	1.6	%
Summit Materials, Inc., Class A	1.6	%
Natera, Inc.	1.5	%
Academy Sports & Outdoors, Inc.	1.4	%
Shoals Technologies Group, Inc., Class A	1.4	%
Napco Security Technologies, Inc.	1.4	%
Skyline Champion Corp.	1.3	%
Vonage Holdings Corp.	1.3	%
WNS Holdings Ltd.	1.3	%

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.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Tencent Holdings Ltd.	1.7	%
Taiwan Semiconductor Manufacturing Co. Ltd.	1.6	%
Sony Group Corp.	1.6	%
Nestle SA	1.1	%
Volkswagen AG	1.0	%
Anglo American PLC	1.0	%
Toyota Motor Corp.	1.0	%
Novartis AG	1.0	%
Samsung Electronics Co. Ltd.	0.9	%
Alibaba Group Holding Ltd.	0.9	%

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.

Victory Portfolios
Victory Trivalent International Small-Cap Fund

June 30, 2021

(Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2021

(% of Net Assets)

Logitech International SA	1.3	%
Mineral Resources Ltd.	1.2	%
ASM International NV	1.1	%
BayCurrent Consulting, Inc.	1.1	%
TFI International, Inc.	1.1	%
Shinko Electric Industries Co. Ltd.	1.1	%
Valmet Oyj	0.9	%
Soulbrain Co. Ltd.	0.9	%
Future PLC	0.9	%
Osstem Implant Co. Ltd.	0.9	%

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.

Victory Portfolios
Victory INCORE Total Return 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. Its secondary objective is 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.

Victory Portfolios
Victory Integrity Discovery Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.4%)
Banks (20.3%):
Atlantic Capital Bancshares, Inc. (a)		38,700	$	985
Central Pacific Financial Corp.		23,200		605
Civista Bancshares, Inc.		30,530		675
ConnectOne Bancorp, Inc.		32,400		848
Dime Community Bancshares, Inc.		23,000		773
Equity Bancshares, Inc., Class A (a)		23,700		723
Financial Institutions, Inc.		25,100		753
First Bank/Hamilton NJ		23,900		324
First Foundation, Inc.		23,600		531
First Internet Bancorp		15,900		493
First Mid Bancshares, Inc.		18,900		766
FVCBankcorp, Inc. (a) (b)		18,800		324
German American Bancorp, Inc.		14,800		550
HarborOne Bancorp, Inc.		47,000		674
Heritage Commerce Corp. (b)		71,800		799
Heritage Financial Corp.		8,500		213
Hometrust Bancshares, Inc.		27,200		759
Howard Bancorp, Inc. (a)		21,500		347
Independent Bank Corp.		31,500		684
Mercantile Bank Corp.		22,730		686
Origin Bancorp, Inc.		22,850		970
Peoples Bancorp, Inc.		23,900		708
Primis Financial Corp.		40,500		618
QCR Holdings, Inc. (b)		17,900		861
SmartFinancial, Inc.		29,200		701
The First Bancshares, Inc.		20,800		778
Univest Financial Corp.		26,300		693
Washington Trust Bancorp, Inc.		16,100		827
				18,668
Capital Markets (1.7%):
Cowen, Inc., Class A (b)		20,800		854
Diamond Hill Investment Group, Inc.		4,000		669
				1,523
Communication Services (3.3%):
Emerald Holding, Inc. (a)		106,000		571
Entravision Communications Corp., Class A		96,700		646
The EW Scripps Co., Class A		48,900		997
The Marcus Corp. (a) (b)		39,550		839
				3,053
Consumer Discretionary (13.7%):
Caleres, Inc.		33,699		920
Chico's FAS, Inc. (a) (b)		193,600		1,274
Chuy's Holdings, Inc. (a) (b)		14,450		538
Del Taco Restaurants, Inc.		46,400		465
Funko, Inc., Class A (a) (b)		27,650		588
Genesco, Inc. (a)		16,830		1,072

See notes to financial statements.

Victory Portfolios
Victory Integrity Discovery Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Lindblad Expeditions Holdings, Inc. (a) (b)		38,500	$	616
M/I Homes, Inc. (a)		7,400		434
Malibu Boats, Inc., Class A (a)		7,730		567
Modine Manufacturing Co. (a) (b)		52,700		874
Motorcar Parts of America, Inc. (a)		26,300		590
OneWater Marine, Inc.		9,680		407
Potbelly Corp. (a)		110,000		869
Red Robin Gourmet Burgers, Inc. (a) (b)		14,202		470
Ruth's Hospitality Group, Inc. (a)		15,400		355
Shoe Carnival, Inc. (b)		7,100		508
The Aaron's Co., Inc.		11,827		378
Universal Electronics, Inc. (a)		10,340		502
Universal Technical Institute, Inc. (a)		72,000		467
Zumiez, Inc. (a)		14,850		728
				12,622
Consumer Finance (0.8%):
EZCORP, Inc., Class A (a) (b)		116,000		699
Consumer Staples (0.1%):
Rite Aid Corp. (a) (b)		8,100		132
Energy (6.4%):
DHT Holdings, Inc.		68,000		441
Earthstone Energy, Inc., Class A (a)		85,500		947
International Seaways, Inc. (b)		19,885		381
Matrix Service Co. (a)		37,500		394
Natural Gas Services Group, Inc. (a)		31,700		326
Newpark Resources, Inc. (a) (b)		126,000		436
Northern Oil and Gas, Inc. (b)		46,050		956
ProPetro Holding Corp. (a)		47,000		431
Solaris Oilfield Infrastructure, Inc., Class A		49,000		477
Tidewater, Inc. (a)		40,000		482
Vine Energy, Inc., Class A (a) (b)		39,500		616
				5,887
Health Care (7.0%):
AngioDynamics, Inc. (a)		35,400		960
Collegium Pharmaceutical, Inc. (a)		21,200		501
Community Health Systems, Inc. (a)		49,838		770
Hanger, Inc. (a)		25,000		632
Invacare Corp. (a) (b)		95,800		773
Natus Medical, Inc. (a)		16,000		416
Orthofix Medical, Inc. (a) (b)		12,900		517
RadNet, Inc. (a)		33,000		1,112
Vanda Pharmaceuticals, Inc. (a)		33,400		718
				6,399
Industrials (17.1%):
CIRCOR International, Inc. (a)		21,250		693
Columbus McKinnon Corp.		12,000		579
Covenant Logistics Group, Inc., Class A (a)		28,800		596
CRA International, Inc.		4,850		415

See notes to financial statements.

Victory Portfolios
Victory Integrity Discovery Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ducommun, Inc. (a)		13,650	$	745
DXP Enterprises, Inc. (a)		25,400		846
Eagle Bulk Shipping, Inc. (a) (b)		13,900		658
Echo Global Logistics, Inc. (a)		25,240		776
Great Lakes Dredge & Dock Corp. (a)		51,000		745
Hawaiian Holdings, Inc. (a)		23,000		560
Heidrick & Struggles International, Inc.		11,700		521
Heritage-Crystal Clean, Inc. (a)		26,700		792
Kelly Services, Inc., Class A (a)		22,500		539
Kimball International, Inc., Class B		47,000		618
NN, Inc. (a)		93,000		684
Park Aerospace Corp.		29,500		440
Park-Ohio Holdings Corp.		14,300		460
SP Plus Corp. (a)		25,380		776
Team, Inc. (a)		58,800		394
The Shyft Group, Inc.		14,550		544
Titan Machinery, Inc. (a)		26,650		825
Triumph Group, Inc. (a)		38,000		788
TrueBlue, Inc. (a)		20,300		571
VSE Corp.		14,550		720
Willdan Group, Inc. (a) (b)		11,700		440
				15,725
Information Technology (10.7%):
ADTRAN, Inc.		33,900		700
American Software, Inc., Class A		18,635		409
Asure Software, Inc. (a)		72,300		641
Benchmark Electronics, Inc.		16,200		461
Comtech Telecommunications Corp. (b)		28,000		676
CTS Corp.		24,100		896
Diebold Nixdorf, Inc. (a)		33,400		429
Digi International, Inc. (a) (b)		34,900		702
Extreme Networks, Inc. (a)		56,900		635
Harmonic, Inc. (a)		94,500		805
I3 Verticals, Inc., Class A (a)		12,500		378
Ichor Holdings Ltd. (a)		9,400		506
Impinj, Inc. (a) (b)		7,500		387
NeoPhotonics Corp. (a)		53,000		541
PDF Solutions, Inc. (a)		31,400		571
Veeco Instruments, Inc. (a)		22,100		531
Vishay Precision Group, Inc. (a)		17,700		603
				9,871
Insurance (1.2%):
HCI Group, Inc. (b)		6,120		609
Heritage Insurance Holdings, Inc.		54,000		463
				1,072
Materials (4.5%):
Haynes International, Inc.		23,100		817
Koppers Holdings, Inc. (a)		20,500		663

See notes to financial statements.

Victory Portfolios
Victory Integrity Discovery Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Kraton Corp. (a)		14,500	$	468
Schnitzer Steel Industries, Inc.		8,000		393
SunCoke Energy, Inc.		119,400		853
Verso Corp., Class A		51,300		908
				4,102
Mortgage Real Estate Investment Trusts (0.9%):
Dynex Capital, Inc.		33,000		616
Western Asset Mortgage Capital Corp. (b)		72,000		234
				850
Real Estate (6.7%):
Bluerock Residential Growth REIT, Inc. (b)		15,000		152
CatchMark Timber Trust, Inc., Class A		41,000		480
Cedar Realty Trust, Inc.		24,500		413
City Office REIT, Inc.		63,500		789
Global Medical REIT, Inc. (b)		46,600		688
NETSTREIT Corp.		25,700		593
New Senior Investment Group, Inc.		85,900		754
NexPoint Residential Trust, Inc.		11,300		621
Plymouth Industrial REIT, Inc.		31,100		623
UMH Properties, Inc.		9,881		216
Urstadt Biddle Properties, Inc., Class A		43,100		835
				6,164
Thrifts & Mortgage Finance (4.0%):
Bridgewater Bancshares, Inc. (a) (b)		34,500		557
Home Bancorp, Inc. (b)		8,100		309
HomeStreet, Inc.		11,900		485
Meridian Bancorp, Inc.		40,600		831
PCSB Financial Corp.		34,200		621
Premier Financial Corp.		29,200		829
				3,632
Total Common Stocks (Cost $66,875)				90,399
Collateral for Securities Loaned^ (11.0%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		200,064		200
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		5,419,098		5,419
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		99,842		100
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		796,109		796
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		3,579,461		3,580
Total Collateral for Securities Loaned (Cost $10,095)				10,095
Total Investments (Cost $76,970) — 109.4%				100,494
Liabilities in excess of other assets — (9.4)%				(8,614	)
NET ASSETS — 100.00%			$	91,880

See notes to financial statements.

Victory Portfolios
Victory Integrity Discovery Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios
Victory Integrity Mid-Cap Value Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.0%)
Communication Services (3.0%):
Cinemark Holdings, Inc. (a)		55,696	$	1,223
Liberty Media Group Corp.-Liberty Formula One, Class C (a)		34,700		1,673
Lions Gate Entertainment Corp., Class B (a)		90,309		1,653
Nexstar Media Group, Inc., Class A		16,000		2,366
ViacomCBS, Inc., Class B		21,182		957
				7,872
Consumer Discretionary (11.9%):
Advance Auto Parts, Inc.		9,300		1,908
Aptiv PLC (a)		11,920		1,875
Aramark		59,782		2,227
Brunswick Corp.		21,600		2,152
Caesars Entertainment, Inc. (a)		19,650		2,039
D.R. Horton, Inc.		15,835		1,431
Hilton Worldwide Holdings, Inc. (a)		11,300		1,363
Kohl's Corp.		26,200		1,444
Newell Brands, Inc.		51,300		1,409
Norwegian Cruise Line Holdings Ltd. (a) (b)		77,200		2,270
Penske Automotive Group, Inc.		19,800		1,495
Ralph Lauren Corp.		19,814		2,334
Tapestry, Inc. (a)		39,700		1,726
The Gap, Inc.		47,450		1,597
Travel + Leisure Co.		39,330		2,338
Visteon Corp. (a)		15,620		1,889
Yum! Brands, Inc.		18,149		2,088
				31,585
Consumer Staples (4.4%):
Archer-Daniels-Midland Co.		30,511		1,849
Coty, Inc., Class A (a)		207,600		1,939
Darling Ingredients, Inc. (a)		20,259		1,367
Lamb Weston Holdings, Inc.		17,050		1,375
Molson Coors Beverage Co., Class B (a) (b)		25,400		1,364
Performance Food Group Co. (a)		37,600		1,823
Tyson Foods, Inc., Class A		27,450		2,025
				11,742
Energy (5.5%):
Devon Energy Corp.		81,700		2,385
Diamondback Energy, Inc.		30,164		2,832
Halliburton Co.		91,060		2,105
Hess Corp.		27,600		2,410
Pioneer Natural Resources Co.		16,205		2,634
Valero Energy Corp.		28,606		2,234
				14,600
Financials (16.1%):
Ally Financial, Inc.		45,600		2,273
Arch Capital Group Ltd. (a)		37,700		1,468

See notes to financial statements.

Victory Portfolios
Victory Integrity Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Arthur J. Gallagher & Co.		21,621	$	3,029
Assurant, Inc.		12,800		1,999
Cincinnati Financial Corp. (b)		13,440		1,567
CIT Group, Inc.		32,160		1,659
Comerica, Inc.		35,990		2,568
Huntington Bancshares, Inc.		199,550		2,848
Invesco Ltd.		80,600		2,154
Lincoln National Corp.		28,100		1,766
LPL Financial Holdings, Inc.		18,125		2,446
M&T Bank Corp.		17,450		2,536
Northern Trust Corp.		23,549		2,723
Regions Financial Corp.		100,000		2,018
Reinsurance Group of America, Inc.		14,750		1,681
State Street Corp.		24,400		2,008
Sterling Bancorp		69,269		1,717
The Hartford Financial Services Group, Inc.		29,500		1,828
Voya Financial, Inc.		36,600		2,251
W.R. Berkley Corp.		29,600		2,203
				42,742
Health Care (8.5%):
Cerner Corp.		20,362		1,591
Elanco Animal Health, Inc. (a)		52,294		1,814
Encompass Health Corp.		30,900		2,411
Hill-Rom Holdings, Inc.		16,600		1,886
Jazz Pharmaceuticals PLC (a)		7,200		1,279
Laboratory Corp. of America Holdings (a)		13,550		3,738
McKesson Corp.		15,476		2,960
Perrigo Co. PLC (b)		35,300		1,618
STERIS PLC		6,505		1,342
Viatris, Inc.		89,400		1,278
Zimmer Biomet Holdings, Inc.		16,250		2,613
				22,530
Industrials (17.2%):
Altra Industrial Motion Corp.		20,212		1,314
Avis Budget Group, Inc. (a)		12,400		966
Barnes Group, Inc.		22,974		1,178
Carlisle Cos., Inc.		11,910		2,279
Colfax Corp. (a)		38,001		1,741
Crane Co.		16,391		1,514
Cummins, Inc.		6,450		1,573
Delta Air Lines, Inc. (a)		23,700		1,025
Howmet Aerospace, Inc. (a)		62,235		2,145
ITT, Inc.		19,550		1,791
Kirby Corp. (a)		23,170		1,405
Landstar System, Inc.		8,248		1,303
ManpowerGroup, Inc.		19,850		2,360
nVent Electric PLC		57,270		1,789
Old Dominion Freight Line, Inc.		5,364		1,361

See notes to financial statements.

Victory Portfolios
Victory Integrity Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Oshkosh Corp.		16,224	$	2,022
Parker-Hannifin Corp.		8,217		2,524
Quanta Services, Inc.		24,000		2,174
Republic Services, Inc.		14,000		1,540
Rexnord Corp.		33,350		1,669
Ryder System, Inc.		23,750		1,765
Southwest Airlines Co. (a)		46,200		2,453
Spirit AeroSystems Holdings, Inc., Class A		38,404		1,812
Textron, Inc.		27,637		1,901
Trane Technologies PLC		11,450		2,108
Westinghouse Air Brake Technologies Corp.		23,135		1,904
				45,616
Information Technology (9.5%):
Arrow Electronics, Inc. (a)		12,600		1,434
Booz Allen Hamilton Holding Corp.		12,281		1,046
Ciena Corp. (a)		31,300		1,781
Corning, Inc.		37,100		1,517
DXC Technology Co. (a)		64,100		2,496
Flex Ltd. (a)		102,300		1,828
Hewlett Packard Enterprise Co.		91,000		1,327
Jabil, Inc.		42,800		2,488
MKS Instruments, Inc.		8,040		1,431
Motorola Solutions, Inc.		7,853		1,703
NCR Corp. (a)		40,000		1,824
ON Semiconductor Corp. (a)		45,800		1,753
Skyworks Solutions, Inc.		6,563		1,258
Verint Systems, Inc. (a)		29,100		1,312
Western Digital Corp. (a)		27,472		1,955
				25,153
Materials (7.6%):
Arconic Corp. (a)		57,954		2,064
CF Industries Holdings, Inc.		44,517		2,290
Cleveland-Cliffs, Inc. (a) (b)		79,651		1,717
Freeport-McMoRan, Inc.		38,982		1,447
Martin Marietta Materials, Inc.		4,702		1,654
PPG Industries, Inc.		16,700		2,835
Reliance Steel & Aluminum Co.		12,930		1,951
Steel Dynamics, Inc.		33,900		2,021
The Mosaic Co.		63,000		2,010
Westlake Chemical Corp.		22,650		2,041
				20,030
Real Estate (8.6%):
Americold Realty Trust		46,250		1,751
Apartment Income REIT Corp.		53,600		2,542
Duke Realty Corp.		51,077		2,419
Essex Property Trust, Inc.		8,980		2,694
Healthpeak Properties, Inc.		46,200		1,538
Host Hotels & Resorts, Inc. (a)		124,300		2,124

See notes to financial statements.

Victory Portfolios
Victory Integrity Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Medical Properties Trust, Inc.		114,190	$	2,295
Realty Income Corp.		27,500		1,835
STORE Capital Corp.		46,000		1,588
Welltower, Inc.		30,050		2,497
Weyerhaeuser Co.		47,846		1,647
				22,930
Utilities (6.7%):
CenterPoint Energy, Inc.		78,000		1,913
DTE Energy Co.		18,750		2,430
Edison International		23,100		1,336
Evergy, Inc.		33,200		2,006
Pinnacle West Capital Corp.		15,350		1,258
PPL Corp.		50,200		1,404
Spire, Inc.		30,138		2,178
UGI Corp.		36,736		1,701
Vistra Corp.		87,181		1,617
Xcel Energy, Inc.		28,576		1,883
				17,726
Total Common Stocks (Cost $199,994)				262,526
Collateral for Securities Loaned^ (1.2%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		60,594		61
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		1,641,303		1,641
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		30,240		30
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		241,121		241
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		1,084,125		1,084
Total Collateral for Securities Loaned (Cost $3,057)				3,057
Total Investments (Cost $203,051) — 100.2%				265,583
Liabilities in excess of other assets — (0.2)%				(463	)
NET ASSETS — 100.00%			$	265,120

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios
Victory Integrity Small-Cap Value Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.2%)
Communication Services (2.6%):
Cinemark Holdings, Inc. (a) (b)		463,000	$	10,163
Gray Television, Inc.		549,700		12,863
Lions Gate Entertainment Corp., Class B (a)		664,000		12,151
TEGNA, Inc.		451,000		8,461
The Marcus Corp. (a) (b)		406,000		8,611
				52,249
Consumer Discretionary (10.9%):
Abercrombie & Fitch Co. (a)		231,600		10,753
American Axle & Manufacturing Holdings, Inc. (a)		856,000		8,860
Asbury Automotive Group, Inc. (a)		69,100		11,842
Bloomin' Brands, Inc. (a)		576,600		15,649
Brinker International, Inc. (a)		140,100		8,665
Brunswick Corp.		126,000		12,552
Century Communities, Inc.		114,000		7,585
Dana, Inc.		430,000		10,217
G-III Apparel Group Ltd. (a)		321,000		10,548
Guess?, Inc. (b)		404,700		10,684
Jack in the Box, Inc.		140,000		15,602
Macy's, Inc. (a) (b)		625,500		11,859
Marriott Vacations Worldwide Corp. (a)		98,900		15,755
Steven Madden Ltd.		368,250		16,115
The ODP Corp. (a)		169,200		8,123
Tri Pointe Homes, Inc. (a)		470,000		10,072
Visteon Corp. (a)		81,500		9,857
Wolverine World Wide, Inc.		403,000		13,557
WW International, Inc. (a)		295,000		10,661
				218,956
Consumer Staples (3.2%):
Coty, Inc., Class A (a)		1,557,900		14,551
Edgewell Personal Care Co.		243,200		10,676
Performance Food Group Co. (a)		346,600		16,807
Sanderson Farms, Inc.		52,000		9,774
The Simply Good Foods Co. (a) (b)		346,800		12,662
				64,470
Energy (7.7%):
Antero Resources Corp. (a) (b)		1,047,000		15,736
Cactus, Inc., Class A		185,400		6,808
Chesapeake Energy Corp.		289,500		15,031
Delek U.S. Holdings, Inc.		457,700		9,895
Green Plains, Inc. (a)		638,000		21,450
Laredo Petroleum, Inc. (a) (b)		125,000		11,599
Ovintiv, Inc. (b)		669,864		21,081
PDC Energy, Inc.		487,100		22,304
ProPetro Holding Corp. (a)		718,800		6,584
Whiting Petroleum Corp. (a)		445,100		24,280
				154,768

See notes to financial statements.

Victory Portfolios
Victory Integrity Small-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (21.9%):
Ameris Bancorp		380,600	$	19,270
Assured Guaranty Ltd.		202,300		9,605
Banc of California, Inc. (b)		619,800		10,871
Banner Corp.		301,800		16,361
Blackstone Mortgage Trust, Inc., Class A (b)		468,600		14,944
Brighthouse Financial, Inc. (a) (b)		172,900		7,874
Cathay General Bancorp		439,000		17,279
CNO Financial Group, Inc.		424,500		10,027
Federated Hermes, Inc.		378,700		12,842
First Bancorp/Southern Pines NC		184,000		7,527
First Merchants Corp.		423,400		17,643
First Midwest Bancorp, Inc.		587,000		11,640
Hancock Whitney Corp.		476,700		21,185
Heritage Financial Corp.		255,000		6,380
Horace Mann Educators Corp.		191,500		7,166
Investors Bancorp, Inc.		1,302,000		18,567
Kinsale Capital Group, Inc.		48,500		7,991
Ladder Capital Corp.		916,000		10,571
MGIC Investment Corp.		1,039,000		14,130
PacWest Bancorp		496,600		20,440
People's United Financial, Inc.		797,144		13,663
Piper Sandler Cos.		98,800		12,801
Primerica, Inc.		59,400		9,096
ProAssurance Corp.		370,800		8,436
Renasant Corp.		395,500		15,820
RLI Corp.		99,000		10,354
Starwood Property Trust, Inc.		337,000		8,819
Sterling Bancorp		529,000		13,114
Stifel Financial Corp. (b)		262,200		17,006
Synovus Financial Corp.		450,700		19,777
United Community Banks, Inc.		552,900		17,698
Veritex Holdings, Inc.		486,500		17,227
WesBanco, Inc.		418,100		14,897
				441,021
Health Care (3.7%):
Brookdale Senior Living, Inc. (a)		1,442,200		11,394
CONMED Corp. (b)		75,600		10,390
Patterson Cos., Inc.		318,500		9,679
Select Medical Holdings Corp.		407,000		17,200
Supernus Pharmaceuticals, Inc. (a)		334,200		10,290
Tenet Healthcare Corp. (a) (b)		232,100		15,548
				74,501
Industrials (19.9%):
AAR Corp. (a)		400,600		15,523
Altra Industrial Motion Corp.		160,400		10,429
Atkore, Inc. (a)		122,100		8,669
Avis Budget Group, Inc. (a)		127,500		9,931

See notes to financial statements.

Victory Portfolios
Victory Integrity Small-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
AZZ, Inc.		220,000	$	11,392
Barnes Group, Inc.		300,600		15,406
Beacon Roofing Supply, Inc. (a)		190,800		10,160
Clean Harbors, Inc. (a)		140,000		13,040
Crane Co.		140,750		13,001
EMCOR Group, Inc.		158,800		19,563
EnPro Industries, Inc.		114,000		11,075
Granite Construction, Inc.		316,100		13,128
Hub Group, Inc., Class A (a)		139,200		9,184
Kirby Corp. (a)		172,650		10,469
Korn Ferry		286,100		20,757
Landstar System, Inc.		65,000		10,271
ManpowerGroup, Inc.		79,000		9,394
Meritor, Inc. (a)		505,700		11,843
MRC Global, Inc. (a)		1,147,000		10,782
nVent Electric PLC		359,600		11,234
Parsons Corp. (a)		313,500		12,339
Rexnord Corp.		349,200		17,474
Ryder System, Inc.		160,000		11,893
Saia, Inc. (a)		62,300		13,051
SkyWest, Inc. (a)		200,000		8,614
Spirit Airlines, Inc. (a)		353,900		10,773
Steelcase, Inc., Class A		808,000		12,209
Terex Corp.		216,700		10,319
Trinity Industries, Inc. (b)		300,000		8,067
Triumph Group, Inc. (a)		574,700		11,925
TrueBlue, Inc. (a)		268,500		7,548
Univar Solutions, Inc. (a)		399,200		9,732
Wabash National Corp. (b)		595,000		9,520
WESCO International, Inc. (a)		129,700		13,336
				402,051
Information Technology (7.5%):
ADTRAN, Inc.		420,400		8,681
Belden, Inc.		320,800		16,223
Cognyte Software Ltd. (a)		330,000		8,085
Cohu, Inc. (a) (b)		392,000		14,422
Conduent, Inc. (a)		1,371,500		10,286
CTS Corp.		308,000		11,445
Diebold Nixdorf, Inc. (a)		780,000		10,015
Diodes, Inc. (a)		155,300		12,388
Harmonic, Inc. (a)		598,100		5,096
Infinera Corp. (a) (b)		1,134,000		11,567
NeoPhotonics Corp. (a)		554,700		5,663
Plexus Corp. (a) (b)		90,900		8,309
TTM Technologies, Inc. (a)		664,000		9,495
Verint Systems, Inc. (a)		221,800		9,997
Vishay Intertechnology, Inc.		443,000		9,990
				151,662

See notes to financial statements.

Victory Portfolios
Victory Integrity Small-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (6.7%):
Alcoa Corp. (a)		574,300	$	21,157
Allegheny Technologies, Inc. (a) (b)		646,300		13,476
Arconic Corp. (a)		454,800		16,200
Avient Corp.		336,000		16,518
Carpenter Technology Corp.		255,400		10,272
Kraton Corp. (a)		320,000		10,333
Olin Corp.		372,700		17,241
Summit Materials, Inc., Class A (a)		438,200		15,271
Tronox Holdings PLC, Class A		662,100		14,831
				135,299
Real Estate (9.7%):
Alexander & Baldwin, Inc.		618,000		11,322
CareTrust REIT, Inc.		493,700		11,469
City Office REIT, Inc.		566,000		7,035
DiamondRock Hospitality Co. (a)		1,548,000		15,015
Easterly Government Properties, Inc.		601,900		12,688
Essential Properties Realty Trust, Inc.		590,000		15,954
Hudson Pacific Properties, Inc.		434,800		12,096
Lexington Realty Trust (b)		1,439,500		17,202
Mack-Cali Realty Corp.		751,900		12,895
Physicians Realty Trust		616,200		11,381
Sabra Health Care REIT, Inc.		699,000		12,722
SITE Centers Corp.		1,183,500		17,823
STAG Industrial, Inc.		551,200		20,631
Summit Hotel Properties, Inc. (a)		997,600		9,308
Sunstone Hotel Investors, Inc. (a)		742,000		9,216
				196,757
Utilities (4.4%):
ALLETE, Inc.		187,500		13,121
Black Hills Corp.		194,800		12,785
New Jersey Resources Corp.		249,500		9,873
NorthWestern Corp.		248,100		14,940
ONE Gas, Inc.		154,400		11,444
Portland General Electric Co.		254,000		11,704
Spire, Inc.		195,900		14,158
				88,025
Total Common Stocks (Cost $1,382,748)				1,979,759

See notes to financial statements.

Victory Portfolios
Victory Integrity Small-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned^ (3.7%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		1,493,916	$	1,494
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		40,465,377		40,465
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		745,538		746
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		5,944,689		5,945
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		26,728,482		26,728
Total Collateral for Securities Loaned (Cost $75,378)				75,378
Total Investments (Cost $1,458,126) — 101.9%				2,055,137
Liabilities in excess of other assets — (1.9)%				(37,353	)
NET ASSETS — 100.00%			$	2,017,784

^ Purchased with cash collateral from securities on loan.

(a) ��Non-income producing security.

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

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.5%)
Communication Services (3.1%):
Cinemark Holdings, Inc. (a)		47,200	$	1,036
Liberty Media Group Corp.-Liberty Formula One, Class C (a)		28,655		1,381
Lions Gate Entertainment Corp., Class B (a)		74,400		1,362
Nexstar Media Group, Inc., Class A		11,890		1,758
TEGNA, Inc.		54,800		1,028
				6,565
Consumer Discretionary (11.7%):
Aramark		41,700		1,553
Asbury Automotive Group, Inc. (a)		5,000		857
Bloomin' Brands, Inc. (a)		45,904		1,246
Brunswick Corp.		17,650		1,758
Caesars Entertainment, Inc. (a)		14,360		1,490
Kohl's Corp.		27,330		1,506
Lear Corp.		6,700		1,174
Newell Brands, Inc.		48,800		1,341
Norwegian Cruise Line Holdings Ltd. (a) (b)		56,530		1,663
PulteGroup, Inc.		20,600		1,124
Ralph Lauren Corp.		15,210		1,792
Steven Madden Ltd.		31,944		1,398
Tapestry, Inc. (a)		26,900		1,170
The Gap, Inc.		31,596		1,063
Travel + Leisure Co.		30,100		1,789
Visteon Corp. (a)		10,400		1,258
Wolverine World Wide, Inc.		38,000		1,278
WW International, Inc. (a)		28,980		1,047
				24,507
Consumer Staples (3.1%):
Coty, Inc., Class A (a)		161,150		1,505
Edgewell Personal Care Co.		19,300		847
Lamb Weston Holdings, Inc.		17,270		1,393
Performance Food Group Co. (a)		32,000		1,552
Sanderson Farms, Inc.		6,100		1,147
				6,444
Energy (5.7%):
Cactus, Inc., Class A		16,014		588
Cimarex Energy Co.		24,530		1,777
Devon Energy Corp.		64,900		1,894
Diamondback Energy, Inc.		19,850		1,864
Green Plains, Inc. (a)		56,958		1,915
PDC Energy, Inc.		48,300		2,212
Whiting Petroleum Corp. (a)		30,430		1,660
				11,910
Financials (19.3%):
AGNC Investment Corp. (b)		57,525		972
Ally Financial, Inc.		41,900		2,088

See notes to financial statements.

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
American Financial Group, Inc.		6,600	$	823
Arch Capital Group Ltd. (a)		17,500		682
Assurant, Inc.		10,950		1,710
Assured Guaranty Ltd.		21,900		1,040
Blackstone Mortgage Trust, Inc., Class A (b)		36,000		1,148
CIT Group, Inc.		27,110		1,399
Comerica, Inc.		31,586		2,253
East West Bancorp, Inc.		31,950		2,291
Hancock Whitney Corp.		51,810		2,302
Invesco Ltd.		57,250		1,530
Investors Bancorp, Inc.		108,000		1,540
Kinsale Capital Group, Inc.		4,850		799
Lincoln National Corp.		12,750		801
LPL Financial Holdings, Inc.		12,990		1,753
MGIC Investment Corp.		97,950		1,332
PacWest Bancorp		54,210		2,231
People's United Financial, Inc.		92,600		1,587
Primerica, Inc.		8,950		1,371
Reinsurance Group of America, Inc.		9,015		1,028
Sterling Bancorp		64,100		1,589
Stifel Financial Corp.		25,145		1,631
Synovus Financial Corp.		49,008		2,151
The Hanover Insurance Group, Inc.		9,770		1,325
Voya Financial, Inc.		25,600		1,574
WesBanco, Inc.		36,110		1,287
				40,237
Health Care (3.9%):
Encompass Health Corp.		21,000		1,639
Hill-Rom Holdings, Inc.		17,380		1,974
Jazz Pharmaceuticals PLC (a)		6,885		1,223
Perrigo Co. PLC		31,800		1,458
Select Medical Holdings Corp.		43,200		1,826
				8,120
Industrials (21.2%):
Alaska Air Group, Inc. (a)		13,119		791
Altra Industrial Motion Corp.		16,270		1,058
Atkore, Inc. (a)		12,520		889
Avis Budget Group, Inc. (a)		12,070		940
Barnes Group, Inc.		20,120		1,031
Beacon Roofing Supply, Inc. (a)		18,186		968
Carlisle Cos., Inc.		8,735		1,672
Clean Harbors, Inc. (a)		14,915		1,389
Crane Co.		15,172		1,401
EMCOR Group, Inc.		13,563		1,671
EnPro Industries, Inc.		12,280		1,193
Flowserve Corp.		31,200		1,258
Granite Construction, Inc. (b)		27,537		1,144
Howmet Aerospace, Inc. (a)		53,580		1,847

See notes to financial statements.

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ITT, Inc.		18,142	$	1,662
Kirby Corp. (a)		20,420		1,238
Korn Ferry		25,330		1,838
Landstar System, Inc.		6,360		1,005
ManpowerGroup, Inc.		12,500		1,486
Meritor, Inc. (a)		49,500		1,159
MRC Global, Inc. (a)		100,612		946
nVent Electric PLC		42,140		1,316
Oshkosh Corp.		12,777		1,593
Parsons Corp. (a)		31,715		1,248
Quanta Services, Inc.		12,670		1,148
Rexnord Corp.		26,710		1,337
Ryder System, Inc.		17,275		1,284
Saia, Inc. (a)		6,400		1,341
SkyWest, Inc. (a)		24,900		1,072
Spirit AeroSystems Holdings, Inc., Class A		30,250		1,427
Steelcase, Inc., Class A		74,780		1,130
Textron, Inc.		22,000		1,513
Trinity Industries, Inc.		28,300		761
Univar Solutions, Inc. (a)		48,059		1,172
Westinghouse Air Brake Technologies Corp.		15,432		1,270
				44,198
Information Technology (8.8%):
Arrow Electronics, Inc. (a)		10,070		1,146
Belden, Inc.		30,310		1,533
Ciena Corp. (a)		26,000		1,479
Cognyte Software Ltd. (a)		33,600		823
Conduent, Inc. (a)		127,100		953
Diodes, Inc. (a)		13,208		1,054
Euronet Worldwide, Inc. (a)		10,250		1,387
Flex Ltd. (a)		71,400		1,276
Infinera Corp. (a) (b)		100,780		1,028
Jabil, Inc.		26,100		1,517
MKS Instruments, Inc.		6,250		1,112
NCR Corp. (a)		27,800		1,268
ON Semiconductor Corp. (a)		42,090		1,611
Verint Systems, Inc. (a)		26,746		1,206
Vishay Intertechnology, Inc.		40,500		913
				18,306
Materials (8.2%):
Alcoa Corp. (a)		59,250		2,183
Allegheny Technologies, Inc. (a)		58,700		1,224
Arconic Corp. (a)		46,680		1,663
Carpenter Technology Corp.		26,400		1,062
CF Industries Holdings, Inc.		26,959		1,387
Cleveland-Cliffs, Inc. (a)		60,167		1,297
Kraton Corp. (a)		25,630		828
Olin Corp.		42,970		1,988
Steel Dynamics, Inc.		23,210		1,383
Summit Materials, Inc., Class A (a)		33,700		1,174

See notes to financial statements.

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Mosaic Co.		44,800	$	1,430
Westlake Chemical Corp.		17,310		1,559
				17,178
Real Estate (10.1%):
Americold Realty Trust		41,820		1,583
Apartment Income REIT Corp.		41,600		1,973
DiamondRock Hospitality Co. (a)		158,000		1,533
Federal Realty Investment Trust		14,800		1,734
First Industrial Realty Trust, Inc.		25,210		1,317
Gaming and Leisure Properties, Inc.		38,979		1,806
Highwoods Properties, Inc.		42,650		1,926
Hudson Pacific Properties, Inc.		49,200		1,369
Mack-Cali Realty Corp.		64,449		1,105
Medical Properties Trust, Inc.		90,040		1,810
SITE Centers Corp.		128,160		1,930
STORE Capital Corp.		38,195		1,318
VICI Properties, Inc. (b)		54,580		1,693
				21,097
Utilities (3.4%):
ALLETE, Inc.		15,000		1,050
Black Hills Corp.		15,430		1,013
Pinnacle West Capital Corp.		12,200		1,000
Spire, Inc.		19,800		1,431
UGI Corp.		28,925		1,339
Vistra Corp.		73,564		1,365
				7,198
Total Common Stocks (Cost $151,430)				205,760
Collateral for Securities Loaned^ (2.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		94,679		95
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		2,564,553		2,564
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		47,250		47
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		376,754		377
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		1,693,957		1,694
Total Collateral for Securities Loaned (Cost $4,777)				4,777
Total Investments (Cost $156,207) — 100.8%				210,537
Liabilities in excess of other assets — (0.8)%				(1,750	)
NET ASSETS — 100.00%			$	208,787

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios
Victory Munder Multi-Cap Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.0%)
Communication Services (9.5%):
Alphabet, Inc., Class A (a)		5,693	$	13,901
Charter Communications, Inc., Class A (a)		7,900		5,699
Facebook, Inc., Class A (a)		29,400		10,223
Iridium Communications, Inc. (a)		52,000		2,080
Nexstar Media Group, Inc., Class A		27,900		4,126
Zynga, Inc., Class A (a)		535,100		5,688
				41,717
Communications Equipment (0.6%):
Lumentum Holdings, Inc. (a)		30,800		2,526
Consumer Discretionary (14.1%):
Amazon.com, Inc. (a)		4,410		15,171
Asbury Automotive Group, Inc. (a)		37,600		6,444
Boyd Gaming Corp. (a)		34,800		2,140
Brunswick Corp.		57,000		5,678
D.R. Horton, Inc.		46,000		4,157
Group 1 Automotive, Inc.		25,200		3,892
LCI Industries		41,700		5,480
LGI Homes, Inc. (a)		24,100		3,903
Lowe's Cos., Inc.		11,500		2,231
Meritage Homes Corp. (a)		56,700		5,334
Rent-A-Center, Inc.		107,800		5,721
Tesla, Inc. (a)		2,800		1,903
				62,054
Consumer Staples (4.8%):
BJ's Wholesale Club Holdings, Inc. (a)		130,800		6,223
PepsiCo, Inc.		32,800		4,860
Performance Food Group Co. (a)		73,400		3,559
Philip Morris International, Inc.		63,100		6,254
				20,896
Energy (3.2%):
Chevron Corp.		41,710		4,369
Matador Resources Co.		140,200		5,049
Pioneer Natural Resources Co.		15,100		2,454
Valero Energy Corp.		29,500		2,303
				14,175
Financials (10.3%):
Ameriprise Financial, Inc.		11,900		2,962
Bank of America Corp.		161,700		6,667
Flagstar Bancorp, Inc.		66,500		2,811
JPMorgan Chase & Co.		56,500		8,788
Morgan Stanley		62,300		5,712
Primerica, Inc.		38,600		5,911
ServisFirst Bancshares, Inc.		51,400		3,494
T. Rowe Price Group, Inc.		24,600		4,870
Western Alliance Bancorp		42,600		3,956
				45,171

See notes to financial statements.

Victory Portfolios
Victory Munder Multi-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (11.7%):
AbbVie, Inc.		69,750	$	7,857
Charles River Laboratories International, Inc. (a)		18,300		6,770
ICON PLC (a) (b)		23,100		4,775
Insulet Corp. (a)		8,300		2,278
McKesson Corp.		31,600		6,043
Regeneron Pharmaceuticals, Inc. (a)		13,000		7,261
Stryker Corp.		23,900		6,208
Thermo Fisher Scientific, Inc.		12,400		6,255
UnitedHealth Group, Inc.		9,425		3,774
				51,221
Industrials (12.0%):
Builders FirstSource, Inc. (a) (b)		116,300		4,961
Chart Industries, Inc. (a)		17,200		2,517
Kansas City Southern		14,600		4,137
Marten Transport Ltd.		213,000		3,512
Masco Corp.		84,700		4,990
Masonite International Corp. (a)		21,400		2,392
Old Dominion Freight Line, Inc.		26,200		6,650
Parker-Hannifin Corp.		14,700		4,515
Patrick Industries, Inc.		65,200		4,760
Trex Co., Inc. (a)		42,700		4,364
UFP Industries, Inc.		56,100		4,170
XPO Logistics, Inc. (a)		39,800		5,568
				52,536
IT Services (3.0%):
Akamai Technologies, Inc. (a)		43,900		5,119
CACI International, Inc., Class A (a)		9,900		2,525
EPAM Systems, Inc. (a)		11,200		5,723
				13,367
Materials (4.1%):
Avery Dennison Corp.		22,200		4,667
Dow, Inc.		64,600		4,088
Summit Materials, Inc., Class A (a)		182,200		6,350
Valvoline, Inc.		93,800		3,045
				18,150
Real Estate (1.5%):
American Tower Corp.		13,500		3,647
Simon Property Group, Inc.		21,300		2,779
				6,426
Semiconductors & Semiconductor Equipment (9.1%):
Advanced Micro Devices, Inc. (a)		76,400		7,176
Applied Materials, Inc.		31,600		4,500
Broadcom, Inc.		15,100		7,200
Lam Research Corp.		6,700		4,360

See notes to financial statements.

Victory Portfolios
Victory Munder Multi-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NVIDIA Corp.		13,100	$	10,481
Qorvo, Inc. (a)		31,500		6,163
				39,880
Software (7.2%):
Adobe, Inc. (a)		3,900		2,284
Cadence Design Systems, Inc. (a)		30,600		4,187
Microsoft Corp.		93,360		25,291
				31,762
Technology Hardware, Storage & Peripherals (5.9%):
Apple, Inc.		187,780		25,718
Total Common Stocks (Cost $279,590)				425,599
Exchange-Traded Funds (2.1%)
iShares Russell 3000 ETF		35,100		8,982
Total Exchange-Traded Funds (Cost $8,140)				8,982
Collateral for Securities Loaned^ (1.5%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		131,232		131
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		3,554,640		3,555
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		65,491		66
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		522,205		522
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		2,347,936		2,348
Total Collateral for Securities Loaned (Cost $6,622)				6,622
Total Investments (Cost $294,352) — 100.6%				441,203
Liabilities in excess of other assets — (0.6)%				(2,721	)
NET ASSETS — 100.00%			$	438,482

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.1%)
Communication Services (11.0%):
Activision Blizzard, Inc.		5,706	$	545
Alphabet, Inc., Class A (a)		2,209		5,394
Alphabet, Inc., Class C (a)		2,091		5,241
AT&T, Inc.		52,434		1,509
Charter Communications, Inc., Class A (a)		1,011		730
Comcast Corp., Class A		33,670		1,920
Discovery, Inc., Class A (a) (b)		1,239		38
Discovery, Inc., Class C (a) (b)		2,206		64
DISH Network Corp., Class A (a)		1,825		76
Electronic Arts, Inc.		2,102		302
Facebook, Inc., Class A (a)		17,596		6,118
Fox Corp., Class A		2,401		89
Fox Corp., Class B		1,116		39
Live Nation Entertainment, Inc. (a)		1,061		93
Lumen Technologies, Inc.		7,305		99
Netflix, Inc. (a)		3,256		1,720
News Corp., Class A		2,873		74
News Corp., Class B		894		22
Omnicom Group, Inc.		1,579		126
Take-Two Interactive Software, Inc. (a)		849		150
The Interpublic Group of Cos., Inc.		2,889		94
The Walt Disney Co. (a)		13,343		2,345
T-Mobile U.S., Inc. (a)		4,304		624
Twitter, Inc. (a)		5,861		403
Verizon Communications, Inc.		30,403		1,704
ViacomCBS, Inc., Class B		4,447		201
				29,720
Communications Equipment (0.8%):
Arista Networks, Inc. (a)		404		146
Cisco Systems, Inc.		30,948		1,640
F5 Networks, Inc. (a)		438		82
Juniper Networks, Inc.		2,407		66
Motorola Solutions, Inc.		1,246		270
				2,204
Consumer Discretionary (12.2%):
Advance Auto Parts, Inc.		481		99
Amazon.com, Inc. (a)		3,148		10,830
Aptiv PLC (a)		1,986		312
AutoZone, Inc. (a)		159		237
Best Buy Co., Inc.		1,637		188
Booking Holdings, Inc. (a)		301		659
BorgWarner, Inc.		1,761		85
Caesars Entertainment, Inc. (a)		1,533		159
CarMax, Inc. (a)		1,198		155
Carnival Corp. (a) (b)		5,862		155
Chipotle Mexican Grill, Inc. (a)		207		321

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
D.R. Horton, Inc.		2,409	$	218
Darden Restaurants, Inc.		961		140
Dollar General Corp.		1,735		375
Dollar Tree, Inc. (a)		1,703		169
Domino's Pizza, Inc.		285		133
eBay, Inc.		4,753		334
Etsy, Inc. (a)		933		192
Expedia Group, Inc. (a)		1,039		170
Ford Motor Co. (a)		28,793		428
Garmin Ltd.		1,101		159
General Motors Co. (a)		9,375		555
Genuine Parts Co.		1,061		134
Hanesbrands, Inc.		2,564		48
Hasbro, Inc.		940		89
Hilton Worldwide Holdings, Inc. (a)		2,045		247
L Brands, Inc.		1,720		124
Las Vegas Sands Corp. (a) (c)		2,412		127
Leggett & Platt, Inc.		978		51
Lennar Corp., Class A		2,025		201
LKQ Corp. (a)		2,041		100
Lowe's Cos., Inc.		5,191		1,007
Marriott International, Inc., Class A (a)		1,961		268
McDonald's Corp.		5,480		1,266
MGM Resorts International		2,990		128
Mohawk Industries, Inc. (a)		430		83
Newell Brands, Inc.		2,780		76
NIKE, Inc., Class B		9,363		1,446
Norwegian Cruise Line Holdings Ltd. (a) (b)		2,717		80
NVR, Inc. (a)		25		124
O'Reilly Automotive, Inc. (a)		512		290
Penn National Gaming, Inc. (a)		1,091		83
Pool Corp.		295		135
PulteGroup, Inc.		1,942		106
PVH Corp. (a)		523		56
Ralph Lauren Corp.		354		42
Ross Stores, Inc.		2,619		325
Royal Caribbean Cruises Ltd. (a)		1,608		137
Starbucks Corp.		8,653		968
Tapestry, Inc. (a)		2,048		89
Target Corp. (c)		3,633		878
Tesla, Inc. (a)		5,660		3,847
The Gap, Inc.		1,525		51
The Home Depot, Inc.		7,808		2,490
The TJX Cos., Inc.		8,856		597
Tractor Supply Co.		846		157
Ulta Beauty, Inc. (a)		402		139
Under Armour, Inc., Class A (a)		1,385		29
Under Armour, Inc., Class C (a)		1,443		27
VF Corp.		2,361		194
Whirlpool Corp.		460		100

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Wynn Resorts Ltd. (a)		773	$	95
Yum! Brands, Inc.		2,188		252
				32,759
Consumer Staples (5.8%):
Altria Group, Inc.		13,590		648
Archer-Daniels-Midland Co.		4,103		249
Brown-Forman Corp., Class B		1,341		101
Campbell Soup Co.		1,491		68
Church & Dwight Co., Inc.		1,801		154
Colgate-Palmolive Co.		6,213		505
Conagra Brands, Inc.		3,525		128
Constellation Brands, Inc., Class A		1,241		290
Costco Wholesale Corp.		3,246		1,284
General Mills, Inc.		4,479		273
Hormel Foods Corp.		2,070		99
Kellogg Co.		1,850		119
Kimberly-Clark Corp.		2,478		332
Lamb Weston Holdings, Inc.		1,074		87
McCormick & Co., Inc.		1,829		162
Molson Coors Beverage Co., Class B (a) (b)		1,383		74
Mondelez International, Inc., Class A		10,316		644
Monster Beverage Corp. (a)		2,717		248
PepsiCo, Inc.		10,146		1,503
Philip Morris International, Inc.		11,445		1,134
Sysco Corp.		3,757		292
The Clorox Co.		913		164
The Coca-Cola Co.		28,497		1,542
The Estee Lauder Cos., Inc.		1,703		542
The Hershey Co.		1,075		187
The J.M. Smucker Co. (b)		805		104
The Kraft Heinz Co.		4,761		194
The Kroger Co.		5,560		213
The Procter & Gamble Co.		17,979		2,426
Tyson Foods, Inc., Class A		2,165		160
Walgreens Boots Alliance, Inc.		5,269		277
Walmart, Inc.		10,083		1,422
				15,625
Electronic Equipment, Instruments & Components (0.6%):
Amphenol Corp., Class A		4,389		300
CDW Corp.		1,030		180
Corning, Inc.		5,689		233
IPG Photonics Corp. (a)		264		55
Keysight Technologies, Inc. (a)		1,353		209
TE Connectivity Ltd.		2,425		328
Trimble, Inc. (a)		1,843		151
Zebra Technologies Corp. (a)		393		208
				1,664

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energy (2.8%):
APA Corp.		2,776	$	60
Baker Hughes Co.		5,342		122
Cabot Oil & Gas Corp.		2,935		51
Chevron Corp.		14,194		1,487
ConocoPhillips		9,910		603
Devon Energy Corp.		4,374		128
Diamondback Energy, Inc.		1,329		125
EOG Resources, Inc.		4,286		358
Exxon Mobil Corp.		31,090		1,961
Halliburton Co.		6,534		151
Hess Corp.		2,016		176
Kinder Morgan, Inc.		14,302		261
Marathon Oil Corp.		5,788		79
Marathon Petroleum Corp.		4,793		289
NOV, Inc. (a)		2,869		44
Occidental Petroleum Corp.		6,169		193
ONEOK, Inc.		3,272		182
Phillips 66		3,216		276
Pioneer Natural Resources Co.		1,702		277
Schlumberger Ltd.		10,269		329
The Williams Cos., Inc.		8,921		237
Valero Energy Corp.		3,002		234
				7,623
Financials (11.2%):
Aflac, Inc.		4,642		249
American Express Co.		4,778		789
American International Group, Inc.		6,302		300
Ameriprise Financial, Inc.		851		212
Aon PLC, Class A		1,657		396
Arthur J. Gallagher & Co.		1,505		211
Assurant, Inc.		445		69
Bank of America Corp.		55,379		2,283
Berkshire Hathaway, Inc., Class B (a)		13,919		3,868
BlackRock, Inc.		1,042		912
Capital One Financial Corp.		3,316		513
Cboe Global Markets, Inc.		783		93
Chubb Ltd.		3,302		525
Cincinnati Financial Corp. (b)		1,100		128
Citigroup, Inc.		15,180		1,074
Citizens Financial Group, Inc.		3,128		143
CME Group, Inc.		2,637		561
Comerica, Inc.		1,025		73
Discover Financial Services		2,239		265
Everest Re Group Ltd.		294		74
Fifth Third Bancorp		5,170		198
First Republic Bank		1,292		242
Franklin Resources, Inc.		2,000		64
Globe Life, Inc.		696		66
Huntington Bancshares, Inc.		10,836		155

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Intercontinental Exchange, Inc.		4,133	$	491
Invesco Ltd.		2,779		74
JPMorgan Chase & Co.		22,230		3,458
KeyCorp		7,127		147
Lincoln National Corp.		1,314		83
Loews Corp.		1,643		90
M&T Bank Corp.		945		137
MarketAxess Holdings, Inc.		279		129
Marsh & McLennan Cos., Inc.		3,734		525
MetLife, Inc.		5,464		327
Moody's Corp.		1,182		428
Morgan Stanley		10,931		1,002
MSCI, Inc.		605		322
Nasdaq, Inc.		844		148
Northern Trust Corp.		1,529		177
People's United Financial, Inc.		3,140		54
Principal Financial Group, Inc.		1,858		117
Prudential Financial, Inc.		2,893		296
Raymond James Financial, Inc.		898		117
Regions Financial Corp.		7,059		142
S&P Global, Inc.		1,769		726
State Street Corp.		2,554		210
SVB Financial Group (a)		399		222
Synchrony Financial		3,972		193
T. Rowe Price Group, Inc.		1,666		330
The Allstate Corp.		2,198		287
The Bank of New York Mellon Corp.		5,925		304
The Charles Schwab Corp.		11,014		802
The Goldman Sachs Group, Inc.		2,498		948
The Hartford Financial Services Group, Inc.		2,623		163
The PNC Financial Services Group, Inc.		3,120		595
The Progressive Corp.		4,297		422
The Travelers Cos., Inc.		1,847		277
Truist Financial Corp.		9,876		548
U.S. Bancorp		9,955		567
Unum Group		1,500		43
W.R. Berkley Corp.		1,029		77
Wells Fargo & Co.		30,356		1,375
Willis Towers Watson PLC		947		218
Zions Bancorp NA		1,203		64
				30,098
Health Care (12.9%):
Abbott Laboratories		13,048		1,513
AbbVie, Inc.		12,971		1,461
ABIOMED, Inc. (a)		333		104
Agilent Technologies, Inc.		2,228		329
Alexion Pharmaceuticals, Inc. (a)		1,623		298
Align Technology, Inc. (a)		529		323
AmerisourceBergen Corp.		1,086		124
Amgen, Inc.		4,219		1,028

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Anthem, Inc.		1,798	$	687
Baxter International, Inc.		3,693		297
Becton, Dickinson & Co.		2,136		519
Biogen, Inc. (a)		1,106		383
Bio-Rad Laboratories, Inc., Class A (a)		158		102
Boston Scientific Corp. (a)		10,435		446
Bristol-Myers Squibb Co.		16,405		1,096
Cardinal Health, Inc.		2,131		122
Catalent, Inc. (a)		1,251		135
Centene Corp. (a)		4,279		312
Cerner Corp.		2,213		173
Charles River Laboratories International, Inc. (a)		369		137
Cigna Corp.		2,520		597
CVS Health Corp.		9,668		807
Danaher Corp.		4,662		1,251
DaVita, Inc. (a)		515		62
DENTSPLY SIRONA, Inc.		1,603		101
DexCom, Inc. (a)		710		303
Edwards Lifesciences Corp. (a)		4,565		473
Eli Lilly & Co.		5,846		1,342
Gilead Sciences, Inc. (c)		9,210		634
HCA Healthcare, Inc.		1,930		399
Henry Schein, Inc. (a)		1,033		77
Hologic, Inc. (a)		1,882		126
Humana, Inc.		947		419
IDEXX Laboratories, Inc. (a)		626		395
Illumina, Inc. (a)		1,072		507
Incyte Corp. (a)		1,373		116
Intuitive Surgical, Inc. (a)		870		800
IQVIA Holdings, Inc. (a)		1,407		341
Johnson & Johnson (c)		19,339		3,186
Laboratory Corp. of America Holdings (a)		717		198
McKesson Corp.		1,162		222
Medtronic PLC		9,880		1,226
Merck & Co., Inc.		18,595		1,446
Mettler-Toledo International, Inc. (a)		171		237
Organon & Co. (a)		1,858		56
PerkinElmer, Inc.		823		127
Perrigo Co. PLC		981		45
Pfizer, Inc.		41,108		1,610
Quest Diagnostics, Inc.		959		127
Regeneron Pharmaceuticals, Inc. (a)		769		430
ResMed, Inc.		1,069		264
STERIS PLC		717		148
Stryker Corp.		2,407		625
Teleflex, Inc.		343		138
The Cooper Cos., Inc.		362		143
Thermo Fisher Scientific, Inc.		2,886		1,456
UnitedHealth Group, Inc.		6,930		2,775
Universal Health Services, Inc., Class B		573		84
Vertex Pharmaceuticals, Inc. (a)		1,901		383

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Viatris, Inc.		8,876	$	127
Waters Corp. (a)		453		157
West Pharmaceutical Services, Inc.		542		195
Zimmer Biomet Holdings, Inc.		1,531		246
Zoetis, Inc.		3,487		650
				34,640
Industrials (8.5%):
3M Co.		4,257		846
Alaska Air Group, Inc. (a)		914		55
Allegion PLC		661		92
American Airlines Group, Inc. (a)		4,710		100
AMETEK, Inc.		1,696		226
AO Smith Corp.		987		71
C.H. Robinson Worldwide, Inc.		977		91
Carrier Global Corp.		5,999		292
Caterpillar, Inc.		4,023		875
Cintas Corp.		648		248
Copart, Inc. (a)		1,529		202
CSX Corp.		16,686		535
Cummins, Inc.		1,074		262
Deere & Co.		2,291		808
Delta Air Lines, Inc. (a)		4,697		203
Dover Corp.		1,057		159
Eaton Corp. PLC		2,926		434
Emerson Electric Co.		4,404		424
Enphase Energy, Inc. (a)		997		183
Equifax, Inc.		894		214
Expeditors International of Washington, Inc.		1,240		157
Fastenal Co.		4,218		219
FedEx Corp.		1,793		535
Fortive Corp.		2,486		173
Fortune Brands Home & Security, Inc.		1,017		101
Generac Holdings, Inc. (a)		462		192
General Dynamics Corp.		1,681		316
General Electric Co.		64,468		868
Honeywell International, Inc.		5,101		1,119
Howmet Aerospace, Inc. (a)		2,871		99
Huntington Ingalls Industries, Inc.		295		62
IDEX Corp.		558		123
IHS Markit Ltd.		2,751		310
Illinois Tool Works, Inc.		2,111		472
Ingersoll Rand, Inc. (a) (c)		2,741		134
J.B. Hunt Transport Services, Inc.		613		100
Jacobs Engineering Group, Inc.		956		128
Johnson Controls International PLC		5,263		361
Kansas City Southern		668		189
L3Harris Technologies, Inc.		1,505		325
Lockheed Martin Corp.		1,796		679
Masco Corp.		1,864		110
Nielsen Holdings PLC		2,633		65

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Norfolk Southern Corp.		1,838	$	488
Northrop Grumman Corp.		1,099		399
Old Dominion Freight Line, Inc.		698		177
Otis Worldwide Corp.		2,962		242
PACCAR, Inc.		2,549		227
Parker-Hannifin Corp.		948		291
Pentair PLC		1,221		82
Quanta Services, Inc.		1,023		93
Raytheon Technologies Corp.		11,126		949
Republic Services, Inc. (c)		1,546		170
Robert Half International, Inc.		828		74
Rockwell Automation, Inc.		852		244
Rollins, Inc.		1,626		56
Roper Technologies, Inc.		773		363
Snap-on, Inc.		397		89
Southwest Airlines Co. (a)		4,343		231
Stanley Black & Decker, Inc.		1,186		243
Teledyne Technologies, Inc. (a)		341		143
Textron, Inc.		1,658		114
The Boeing Co. (a)		4,037		967
Trane Technologies PLC		1,756		323
TransDigm Group, Inc. (a)		403		261
Union Pacific Corp.		4,878		1,073
United Airlines Holdings, Inc. (a) (b)		2,376		124
United Parcel Service, Inc., Class B		5,312		1,105
United Rentals, Inc. (a)		532		170
Verisk Analytics, Inc.		1,190		208
W.W. Grainger, Inc.		321		141
Waste Management, Inc.		2,852		400
Westinghouse Air Brake Technologies Corp.		1,305		107
Xylem, Inc.		1,322		159
				22,870
IT Services (5.1%):
Accenture PLC, Class A		4,668		1,376
Akamai Technologies, Inc. (a)		1,197		139
Automatic Data Processing, Inc.		3,125		621
Broadridge Financial Solutions, Inc.		853		138
Cognizant Technology Solutions Corp., Class A		3,873		268
DXC Technology Co. (a)		1,871		73
Fidelity National Information Services, Inc.		4,554		645
Fiserv, Inc. (a)		4,374		467
FleetCor Technologies, Inc. (a)		612		157
Gartner, Inc. (a)		632		153
Global Payments, Inc.		2,168		406
International Business Machines Corp.		6,562		962
Jack Henry & Associates, Inc.		546		89
Leidos Holdings, Inc.		976		99
Mastercard, Inc., Class A		6,424		2,345
Paychex, Inc.		2,355		253
PayPal Holdings, Inc. (a)		8,627		2,515

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Western Union Co.		3,005	$	69
VeriSign, Inc. (a)		728		166
Visa, Inc., Class A		12,424		2,905
				13,846
Materials (2.6%):
Air Products & Chemicals, Inc.		1,625		468
Albemarle Corp.		857		144
Amcor PLC		11,322		130
Avery Dennison Corp.		610		128
Ball Corp.		2,411		195
Celanese Corp.		827		125
CF Industries Holdings, Inc.		1,575		81
Corteva, Inc.		5,413		240
Dow, Inc.		5,486		347
DuPont de Nemours, Inc.		3,908		303
Eastman Chemical Co.		1,003		117
Ecolab, Inc.		1,827		376
FMC Corp.		946		102
Freeport-McMoRan, Inc.		10,762		399
International Flavors & Fragrances, Inc.		1,828		273
International Paper Co.		2,877		176
Linde PLC		3,820		1,104
LyondellBasell Industries NV, Class A		1,891		195
Martin Marietta Materials, Inc.		458		161
Newmont Corp.		5,883		373
Nucor Corp.		2,198		211
Packaging Corp. of America		698		95
PPG Industries, Inc.		1,741		296
Sealed Air Corp.		1,116		66
The Mosaic Co.		2,538		81
The Sherwin-Williams Co.		1,758		479
Vulcan Materials Co.		974		170
Westrock Co.		1,954		104
				6,939
Real Estate (2.6%):
Alexandria Real Estate Equities, Inc.		1,007		183
American Tower Corp.		3,339		902
AvalonBay Communities, Inc.		1,025		214
Boston Properties, Inc.		1,043		120
CBRE Group, Inc., Class A (a)		2,465		211
Crown Castle International Corp.		3,174		619
Digital Realty Trust, Inc.		2,068		311
Duke Realty Corp.		2,754		130
Equinix, Inc.		658		528
Equity Residential		2,527		195
Essex Property Trust, Inc.		477		143
Extra Space Storage, Inc.		982		161
Federal Realty Investment Trust		520		61
Healthpeak Properties, Inc.		3,958		132

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Host Hotels & Resorts, Inc. (a)		5,185	$	89
Iron Mountain, Inc. (b)		2,120		90
Kimco Realty Corp.		3,183		66
Mid-America Apartment Communities, Inc.		841		142
Prologis, Inc.		5,433		649
Public Storage		1,118		336
Realty Income Corp.		2,743		183
Regency Centers Corp.		1,160		74
SBA Communications Corp.		803		256
Simon Property Group, Inc.		2,413		315
UDR, Inc.		2,180		107
Ventas, Inc.		2,755		157
Vornado Realty Trust		1,153		54
Welltower, Inc.		3,066		255
Weyerhaeuser Co.		5,502		189
				6,872
Semiconductors & Semiconductor Equipment (5.6%):
Advanced Micro Devices, Inc. (a)		8,923		838
Analog Devices, Inc.		2,709		466
Applied Materials, Inc.		6,739		960
Broadcom, Inc.		2,998		1,430
Intel Corp.		29,654		1,665
KLA Corp.		1,126		365
Lam Research Corp.		1,047		681
Maxim Integrated Products, Inc.		1,971		208
Microchip Technology, Inc.		2,009		301
Micron Technology, Inc. (a)		8,235		700
Monolithic Power Systems, Inc.		316		118
NVIDIA Corp.		4,575		3,660
NXP Semiconductors NV		2,025		417
Qorvo, Inc. (a)		827		162
QUALCOMM, Inc.		8,284		1,184
Skyworks Solutions, Inc.		1,212		232
Teradyne, Inc.		1,221		163
Texas Instruments, Inc.		6,782		1,304
Xilinx, Inc.		1,805		261
				15,115
Software (8.8%):
Adobe, Inc. (a)		3,510		2,056
ANSYS, Inc. (a)		640		222
Autodesk, Inc. (a)		1,616		472
Cadence Design Systems, Inc. (a)		2,043		280
Citrix Systems, Inc.		912		107
Fortinet, Inc. (a)		995		237
Intuit, Inc.		2,007		984
Microsoft Corp. (c)		55,309		14,983
NortonLifeLock, Inc.		4,259		116
Oracle Corp.		13,341		1,038
Paycom Software, Inc. (a)		361		131

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
PTC, Inc. (a)		772	$	109
salesforce.com, Inc. (a)		6,800		1,661
ServiceNow, Inc. (a) (c)		1,450		797
Synopsys, Inc. (a)		1,120		309
Tyler Technologies, Inc. (a)		299		135
				23,637
Technology Hardware, Storage & Peripherals (6.2%):
Apple, Inc.		115,196		15,777
Hewlett Packard Enterprise Co.		9,590		140
HP, Inc.		8,822		266
NetApp, Inc.		1,635		134
Seagate Technology Holdings PLC		1,462		129
Western Digital Corp. (a)		2,250		160
				16,606
Utilities (2.4%):
Alliant Energy Corp.		1,837		102
Ameren Corp.		1,877		150
American Electric Power Co., Inc. (c)		3,670		310
American Water Works Co., Inc.		1,333		205
Atmos Energy Corp.		960		92
CenterPoint Energy, Inc.		4,263		105
CMS Energy Corp.		2,126		126
Consolidated Edison, Inc. (c)		2,518		181
Dominion Energy, Inc.		5,923		436
DTE Energy Co.		1,423		184
Duke Energy Corp. (c)		5,649		558
Edison International		2,786		161
Entergy Corp.		1,474		147
Evergy, Inc. (c)		1,684		102
Eversource Energy (c)		2,522		202
Exelon Corp.		7,176		318
FirstEnergy Corp.		3,994		149
NextEra Energy, Inc. (c)		14,404		1,055
NiSource, Inc.		2,880		71
NRG Energy, Inc.		1,797		72
Pinnacle West Capital Corp.		828		68
PPL Corp.		5,650		158
Public Service Enterprise Group, Inc.		3,709		222
Sempra Energy		2,314		307
The AES Corp.		4,893		128
The Southern Co. (c)		7,774		470
WEC Energy Group, Inc. (c)		2,316		206
Xcel Energy, Inc. (c)		3,952		260
				6,545
Total Common Stocks (Cost $48,328)				266,763

See notes to financial statements.

Victory Portfolios
Victory S&P 500 Index Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned^ (0.3%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d)		17,088	$	17
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d)		462,850		463
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d)		8,528		8
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d)		67,996		68
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d)		305,725		306
Total Collateral for Securities Loaned (Cost $862)				862
Total Investments (Cost $49,190) — 99.4%				267,625
Other assets in excess of liabilities — 0.6%				1,707
NET ASSETS — 100.00%			$	269,332

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

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

PLC — Public Limited Company

Futures Contracts Purchased
(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures		12	9/17/21	$	2,524,748	$	2,573,160	$	48,412
Total unrealized appreciation								$	48,412
Total unrealized depreciation									—
Total net unrealized appreciation (depreciation)								$	48,412

See notes to financial statements.

Victory Portfolios
Victory Munder Mid-Cap Core Growth Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.7%)
Communication Services (2.8%):
Live Nation Entertainment, Inc. (a)		75,344	$	6,599
Take-Two Interactive Software, Inc. (a)		33,300		5,895
ViacomCBS, Inc., Class B		90,000		4,068
				16,562
Consumer Discretionary (12.6%):
AutoZone, Inc. (a)		5,200		7,760
Choice Hotels International, Inc.		22,000		2,615
D.R. Horton, Inc.		104,500		9,444
Etsy, Inc. (a)		26,300		5,414
Expedia Group, Inc. (a)		41,800		6,843
Five Below, Inc. (a)		23,400		4,522
LCI Industries		19,500		2,563
Lear Corp.		40,500		7,099
Lithia Motors, Inc., Class A		12,700		4,364
Marriott Vacations Worldwide Corp. (a)		34,121		5,435
NVR, Inc. (a)		1,500		7,460
Rent-A-Center, Inc.		66,500		3,529
YETI Holdings, Inc. (a)		66,500		6,106
				73,154
Consumer Staples (1.1%):
Darling Ingredients, Inc. (a)		91,200		6,156
				6,156
Energy (2.2%):
Diamondback Energy, Inc.		72,500		6,807
U.S. Silica Holdings, Inc. (a)		533,900		6,172
				12,979
Financials (10.8%):
Ally Financial, Inc.		219,500		10,940
Brown & Brown, Inc.		109,500		5,819
East West Bancorp, Inc.		89,700		6,431
Evercore, Inc.		39,900		5,617
MSCI, Inc.		20,900		11,141
Radian Group, Inc.		317,977		7,075
Synchrony Financial		201,600		9,782
W.R. Berkley Corp.		82,300		6,125
				62,930
Health Care (13.8%):
Agilent Technologies, Inc.		57,693		8,528
BioCryst Pharmaceuticals, Inc. (a) (b)		354,900		5,611
Bruker Corp.		96,500		7,332
CRISPR Therapeutics AG (a)		11,500		1,862
Dynavax Technologies Corp. (a) (b)		253,700		2,499
Edwards Lifesciences Corp. (a)		55,800		5,779
Horizon Therapeutics PLC (a)		50,600		4,738

See notes to financial statements.

Victory Portfolios
Victory Munder Mid-Cap Core Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
IDEXX Laboratories, Inc. (a)		11,100	$	7,010
Insulet Corp. (a)		15,700		4,310
IQVIA Holdings, Inc. (a)		36,900		8,942
NanoString Technologies, Inc. (a)		85,500		5,539
Teleflex, Inc.		15,100		6,067
Veeva Systems, Inc., Class A (a)		17,300		5,379
Zoetis, Inc.		37,230		6,938
				80,534
Industrials (19.3%):
Advanced Drainage Systems, Inc.		39,900		4,651
Chart Industries, Inc. (a)		46,100		6,745
Clean Harbors, Inc. (a)		58,100		5,412
Copa Holdings SA (a)		69,100		5,205
CSX Corp.		130,800		4,196
Generac Holdings, Inc. (a)		13,100		5,439
Jacobs Engineering Group, Inc.		18,800		2,508
Kratos Defense & Security Solutions, Inc. (a)		214,000		6,097
Old Dominion Freight Line, Inc.		24,750		6,282
Oshkosh Corp.		68,400		8,525
Owens Corning, Inc.		72,900		7,137
Robert Half International, Inc.		82,900		7,376
Southwest Airlines Co. (a)		90,600		4,810
TFI International, Inc.		84,200		7,678
The Middleby Corp. (a)		41,400		7,173
Trane Technologies PLC		56,100		10,330
Trex Co., Inc. (a)		64,300		6,572
WESCO International, Inc. (a)		57,200		5,881
				112,017
Information Technology (20.5%):
Advanced Micro Devices, Inc. (a)		123,400		11,591
Amphenol Corp., Class A		108,020		7,390
CDW Corp.		44,759		7,817
Concentrix Corp. (a)		26,000		4,181
Crowdstrike Holdings, Inc., Class A (a)		30,500		7,665
EPAM Systems, Inc. (a)		26,900		13,745
Fidelity National Information Services, Inc.		21,844		3,095
Fiserv, Inc. (a)		48,600		5,195
Global Payments, Inc.		22,000		4,126
KLA Corp.		23,500		7,619
Lumentum Holdings, Inc. (a)		40,600		3,330
Microchip Technology, Inc.		41,687		6,242
Monolithic Power Systems, Inc. (b)		19,600		7,320
ServiceNow, Inc. (a)		7,800		4,286
SS&C Technologies Holdings, Inc.		103,179		7,435
SYNNEX Corp.		37,600		4,578
Synopsys, Inc. (a)		31,700		8,742
Zendesk, Inc. (a)		35,000		5,052
				119,409

See notes to financial statements.

Victory Portfolios
Victory Munder Mid-Cap Core Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (7.1%):
Avery Dennison Corp.		31,100	$	6,539
Cleveland-Cliffs, Inc. (a) (b)		387,000		8,344
Franco-Nevada Corp. (b)		28,200		4,091
Freeport-McMoRan, Inc.		227,200		8,431
Louisiana-Pacific Corp.		113,300		6,831
The Scotts Miracle-Gro Co.		35,600		6,832
				41,068
Real Estate (5.2%):
Digital Realty Trust, Inc.		51,646		7,771
SBA Communications Corp.		23,603		7,522
Simon Property Group, Inc.		66,300		8,651
Sun Communities, Inc.		36,816		6,310
				30,254
Utilities (1.3%):
Atmos Energy Corp.		28,000		2,691
Sempra Energy		34,739		4,602
				7,293
Total Common Stocks (Cost $345,271)				562,356
Exchange-Traded Funds (2.6%)
SPDR S&P MidCap 400 ETF		31,100		15,271
Total Exchange-Traded Funds (Cost $15,113)				15,271
Collateral for Securities Loaned^ (2.6%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c)		297,623		298
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c)		8,061,635		8,062
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c)		148,528		148
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c)		1,184,319		1,184
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c)		5,324,929		5,325
Total Collateral for Securities Loaned (Cost $15,017)				15,017
Total Investments (Cost $375,401) — 101.9%				592,644
Liabilities in excess of other assets — (1.9)%				(11,210	)
NET ASSETS — 100.00%			$	581,434

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios
Victory Munder Small Cap Growth Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.5%)
Biotechnology (19.4%):
4D Molecular Therapeutics, Inc. (a)		662	$	16
Akero Therapeutics, Inc. (a) (b)		1,608		40
Alpha Teknova, Inc. (a)		2,306		55
Annexon, Inc. (a)		439		10
Arrowhead Pharmaceuticals, Inc. (a)		1,813		150
Atreca, Inc., Class A (a)		1,590		14
Aurinia Pharmaceuticals, Inc. (a) (b)		6,904		89
Avidity Biosciences, Inc. (a)		1,205		30
Beam Therapeutics, Inc. (a) (b)		1,499		193
Bicycle Therapeutics PLC, ADR (a)		5,276		160
BioAtla, Inc. (a) (b)		665		28
BioCryst Pharmaceuticals, Inc. (a) (b)		11,342		179
BioMarin Pharmaceutical, Inc. (a)		283		24
Black Diamond Therapeutics, Inc. (a)		437		5
Bolt Biotherapeutics, Inc. (a)		699		11
C4 Therapeutics, Inc. (a) (b)		249		9
Cabaletta Bio, Inc. (a)		2,967		26
Castle Biosciences, Inc. (a)		2,000		147
Codiak Biosciences, Inc. (a)		6,305		117
CRISPR Therapeutics AG (a)		410		66
Deciphera Pharmaceuticals, Inc. (a) (b)		708		26
Dicerna Pharmaceuticals, Inc. (a)		2,168		81
Dynavax Technologies Corp. (a) (b)		6,261		62
Esperion Therapeutics, Inc. (a) (b)		873		18
Fusion Pharmaceuticals, Inc. (a)		4,261		34
Gamida Cell Ltd. (a)		9,195		59
Generation Bio Co. (a)		1,180		32
Genetron Holdings Ltd., ADR (a)		5,361		108
IGM Biosciences, Inc. (a)		796		66
Immunocore Holdings PLC, ADR (a)		699		27
Instil Bio, Inc. (a) (b)		1,072		21
Intellia Therapeutics, Inc. (a)		1,924		311
Iovance Biotherapeutics, Inc. (a)		2,461		64
Natera, Inc. (a)		2,234		254
Neurocrine Biosciences, Inc. (a)		336		33
NexImmune, Inc. (a)		709		12
Nurix Therapeutics, Inc. (a)		439		12
Orchard Therapeutics PLC, ADR (a) (b)		6,720		29
Oyster Point Pharma, Inc. (a) (b)		396		7
Recursion Pharmaceuticals, Inc., Class A (a) (b)		218		8
Stoke Therapeutics, Inc. (a) (b)		1,486		50
Sutro Biopharma, Inc. (a)		3,661		68
TCR2 Therapeutics, Inc. (a)		8,824		145
TG Therapeutics, Inc. (a)		2,119		82
Veracyte, Inc. (a)		3,428		137
Xencor, Inc. (a)		822		28
Zai Lab Ltd., ADR (a)		984		174
				3,317

See notes to financial statements.

Victory Portfolios
Victory Munder Small Cap Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Communication Services (2.1%):
Bumble, Inc., Class A (a) (b)		71	$	4
Iridium Communications, Inc. (a)		2,861		114
Motorsport Games, Inc., Class A (a)		1,701		24
Vonage Holdings Corp. (a)		15,601		225
				367
Consumer Discretionary (13.4%):
Academy Sports & Outdoors, Inc. (a) (b)		5,840		241
Brunswick Corp.		1,273		127
Burlington Stores, Inc. (a)		509		164
Cavco Industries, Inc. (a)		567		126
Chegg, Inc. (a)		1,378		115
Cricut, Inc., Class A (a)		2,547		108
Five Below, Inc. (a)		1,001		193
Group 1 Automotive, Inc. (b)		1,287		199
Legacy Housing Corp. (a)		5,799		98
Levi Strauss & Co., Class A		6,726		186
Nordstrom, Inc. (a)		4,923		180
Polaris, Inc.		1,361		186
Skyline Champion Corp. (a)		4,307		230
Tractor Supply Co.		724		135
				2,288
Consumer Staples (2.1%):
Albertsons Cos., Inc., Class A (b)		4,314		85
Grocery Outlet Holding Corp. (a) (b)		2,063		71
Performance Food Group Co. (a)		4,200		204
				360
Energy (1.7%):
Magnolia Oil & Gas Corp., Class A (a) (b)		9,317		146
Talos Energy, Inc. (a)		8,799		137
				283
Financials (10.0%):
American Business Bank (a)		1,502		63
Coastal Financial Corp. (a)		6,830		195
Colony Bankcorp, Inc.		2,215		40
Customers Bancorp, Inc.		3,942		154
First Western Financial, Inc. (a) (b)		6,683		173
Morningstar, Inc.		668		172
Radian Group, Inc.		5,519		123
Silvercrest Asset Management Group, Inc., Class A (b)		13,506		203
SLM Corp.		5,481		115
South Plains Financial, Inc.		5,120		118
Tradeweb Markets, Inc., Class A		2,436		206
WTB Financial Corp., Class B		360		140
				1,702

See notes to financial statements.

Victory Portfolios
Victory Munder Small Cap Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care Equipment & Supplies (4.1%):
Brainsway Ltd., ADR (a)		11,679	$	119
Cerus Corp. (a)		6,712		40
Inari Medical, Inc. (a)		42		4
Insulet Corp. (a)		546		150
Merit Medical Systems, Inc. (a)		1,525		99
Outset Medical, Inc. (a) (b)		180		9
PolyPid Ltd. (a)		7,333		66
Pulmonx Corp. (a) (b)		1,906		84
Silk Road Medical, Inc. (a)		2,804		134
				705
Health Care Providers & Services (1.4%):
Guardant Health, Inc. (a)		1,011		126
RadNet, Inc. (a)		3,159		106
				232
Health Care Technology (0.1%):
Schrodinger, Inc. (a)		217		16
Industrials (12.2%):
ASGN, Inc. (a)		1,743		169
BWX Technologies, Inc.		1,070		62
Casella Waste Systems, Inc. (a)		2,586		164
Chart Industries, Inc. (a)		1,114		163
Construction Partners, Inc., Class A (a)		1,877		59
ESCO Technologies, Inc.		571		54
Hydrofarm Holdings Group, Inc. (a) (b)		1,950		115
Kaman Corp.		1,610		81
Kratos Defense & Security Solutions, Inc. (a)		6,093		174
Marten Transport Ltd.		4,300		71
McGrath RentCorp		1,522		124
Owens Corning, Inc.		1,289		126
Parsons Corp. (a)		3,000		118
Patrick Industries, Inc.		1,209		88
PGT Innovations, Inc. (a)		3,825		89
Rexnord Corp.		1,529		77
Shoals Technologies Group, Inc., Class A (a)		6,736		239
The AZEK Co., Inc. (a)		2,561		109
TuSimple Holdings, Inc., Class A (a) (b)		73		5
				2,087
Information Technology (21.5%):
908 Devices, Inc. (a)		482		19
ACV Auctions, Inc., Class A (a)		357		9
Alteryx, Inc., Class A (a)		441		38
Avaya Holdings Corp. (a)		6,195		167
Blackline, Inc. (a)		540		60
BM Technologies, Inc. (a)		606		8
Brooks Automation, Inc.		1,901		181
C3.ai, Inc., Class A (a)		848		53
Cloudflare, Inc., Class A (a)		1,467		155

See notes to financial statements.

Victory Portfolios
Victory Munder Small Cap Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Digital Turbine, Inc. (a)		1,163	$	88
DoubleVerify Holdings, Inc. (a) (b)		363		15
Dropbox, Inc., Class A (a)		1,247		38
Elastic NV (a)		1,342		196
Endava PLC, ADR (a)		1,434		163
Flywire Corp. (a)		1,122		41
Globant SA (a)		753		165
Intapp, Inc. (a)		75		2
Mitek Systems, Inc. (a) (b)		9,134		176
Monday.com Ltd. (a)		37		8
Napco Security Technologies, Inc. (a)		6,551		238
New Relic, Inc. (a) (b)		422		28
ON Semiconductor Corp. (a)		5,499		210
OneSpan, Inc. (a)		6,297		161
PagerDuty, Inc. (a) (b)		1,680		72
Ping Identity Holding Corp. (a)		3,255		75
Powerfleet, Inc. (a)		9,414		68
QAD, Inc., Class A		1,749		152
Sapiens International Corp. NV		3,065		81
SiTime Corp. (a)		459		58
Smartsheet, Inc., Class A (a)		2,908		210
Taskus, Inc., Class A (a)		750		26
Telos Corp. (a)		1,641		56
Vizio Holding Corp., Class A (a)		2,145		58
WNS Holdings Ltd., ADR (a)		2,735		218
Yext, Inc. (a)		4,806		69
Zeta Global Holdings Corp., Class A (a)		18,751		157
Zix Corp. (a)		23,117		163
				3,682
Life Sciences Tools & Services (4.4%):
Adaptive Biotechnologies Corp. (a)		1,407		58
Berkeley Lights, Inc. (a)		1,468		66
Maravai LifeSciences Holdings, Inc., Class A (a)		6,479		270
NanoString Technologies, Inc. (a)		3,309		214
Singular Genomics Systems, Inc. (a) (b)		5,036		138
				746
Materials (2.5%):
Franco-Nevada Corp. (b)		1,104		160
Summit Materials, Inc., Class A (a)		7,713		269
				429
Pharmaceuticals (1.3%):
Collegium Pharmaceutical, Inc. (a)		1,187		28
Cymabay Therapeutics, Inc. (a) (b)		1,278		6
Horizon Therapeutics PLC (a)		987		92
PMV Pharmaceuticals, Inc. (a) (b)		280		10
Reata Pharmaceuticals, Inc., Class A (a)		645		91
Terns Pharmaceuticals, Inc. (a)		175		2
				229

See notes to financial statements.

Victory Portfolios
Victory Munder Small Cap Growth Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (3.3%):
FirstService Corp.		868	$	149
Rexford Industrial Realty, Inc.		1,252		71
The Macerich Co. (b)		11,499		210
UMH Properties, Inc.		6,434		140
				570
Total Common Stocks (Cost $10,202)				17,013
Warrants (0.1%)
Health Care (0.1%):
BioNano Genomics, Inc. (c)		8,136		33
Total Warrants (Cost $—)				33
Collateral for Securities Loaned^ (13.5%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d)		45,607		46
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d)		1,235,354		1,235
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d)		22,760		23
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d)		181,483		181
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d)		815,985		816
Total Collateral for Securities Loaned (Cost $2,301)				2,301
Total Investments (Cost $12,503) — 113.1%				19,347
Liabilities in excess of other assets — (13.1)%				(2,247	)
NET ASSETS — 100.00%			$	17,100

^ 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 0.2% of net assets.

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

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.0%)
Australia (3.4%):
Consumer Discretionary (0.3%):
Aristocrat Leisure Ltd.		24,815	$	801
Energy (0.3%):
Santos Ltd.		111,626		593
Financials (0.9%):
Australia & New Zealand Banking Group Ltd.		48,957		1,033
Macquarie Group Ltd.		8,445		989
				2,022
Health Care (0.3%):
Sonic Healthcare Ltd.		25,522		735
Materials (0.9%):
Rio Tinto Ltd.		20,546		1,948
Real Estate (0.7%):
Charter Hall Group		70,254		813
Stockland		196,363		684
				1,497
				7,596
Austria (0.2%):
Financials (0.2%):
Raiffeisen Bank International AG		21,162		480
Belgium (1.1%):
Consumer Staples (0.4%):
Anheuser-Busch InBev SA		10,577		762
Financials (0.3%):
KBC Group NV		7,946		607
Health Care (0.4%):
UCB SA		9,343		978
				2,347
Brazil (1.7%):
Consumer Staples (0.4%):
Sendas Distribuidora SA		54,362		946
Energy (0.4%):
Petro Rio SA (a)		241,000		944
Financials (0.6%):
Banco Santander Brasil SA		147,200		1,199
Utilities (0.3%):
Cia Energetica de Minas Gerais, Preference Shares		266,000		649
				3,738

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Canada (5.2%):
Energy (0.8%):
Parex Resources, Inc. (a)		68,158	$	1,138
Suncor Energy, Inc. (b)		28,434		681
				1,819
Financials (2.7%):
Bank of Montreal		11,274		1,156
iA Financial Corp., Inc.		17,870		973
IGM Financial, Inc. (b)		30,118		1,064
National Bank of Canada		19,884		1,488
Sun Life Financial, Inc.		24,527		1,265
				5,946
Industrials (0.7%):
Canadian Pacific Railway Ltd.		10,672		821
Finning International, Inc.		25,434		666
				1,487
Materials (1.0%):
First Quantum Minerals Ltd.		39,157		903
Nutrien Ltd.		11,161		676
West Fraser Timber Co. Ltd.		10,182		731
				2,310
				11,562
China (8.4%):
Communication Services (1.7%):
Tencent Holdings Ltd.		51,400		3,870
Consumer Discretionary (2.5%):
Alibaba Group Holding Ltd., ADR (a)		8,938		2,027
China Tourism Group Duty Free Corp. Ltd., Class A		16,400		761
Haier Smart Home Co. Ltd., Class H (a)		206,988		722
Vipshop Holdings Ltd., ADR (a)		27,951		561
Zhongsheng Group Holdings Ltd.		184,000		1,530
				5,601
Consumer Staples (0.4%):
Tingyi Cayman Islands Holding Corp.		414,000		827
Financials (1.4%):
Bank of China Ltd., Class H		2,382,275		855
China Construction Bank Corp., Class H		921,000		723
Huatai Securities Co. Ltd., Class H (c)		565,400		829
New China Life Insurance Co. Ltd., Class H		215,800		736
				3,143
Health Care (0.5%):
Shanghai Fosun Pharmaceutical Group Co. Ltd., Class H		150,500		1,215

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.7%):
China Railway Group Ltd., Class H		1,478,000	$	770
COSCO SHIPPING Holdings Co. Ltd., Class H (a)		280,500		705
				1,475
Information Technology (0.3%):
Focus Media Information Technology Co. Ltd., Class A		491,400		715
Materials (0.6%):
Anhui Conch Cement Co. Ltd., Class H		229,500		1,216
Real Estate (0.3%):
Agile Group Holdings Ltd.		526,000		682
				18,744
Denmark (2.1%):
Consumer Discretionary (0.3%):
Pandora A/S		5,419		731
Consumer Staples (0.5%):
Carlsberg A/S, Class B		6,389		1,192
Health Care (0.4%):
GN Store Nord A/S		8,802		770
Industrials (0.6%):
AP Moller — Maersk A/S, Class B		456		1,313
Utilities (0.3%):
Orsted A/S (c)		5,019		705
				4,711
Finland (0.5%):
Industrials (0.5%):
Metso Outotec Oyj		93,525		1,087
France (5.1%):
Communication Services (0.5%):
Publicis Groupe SA		17,668		1,131
Consumer Discretionary (0.9%):
LVMH Moet Hennessy Louis Vuitton SE		2,516		1,979
Energy (0.6%):
TotalEnergies SE		28,181		1,276
Financials (1.0%):
Amundi SA (c)		6,559		578
AXA SA		17,657		448
BNP Paribas SA		18,208		1,143
				2,169
Health Care (0.7%):
Sanofi		8,124		853
Sartorius Stedim Biotech		1,755		831
				1,684

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.9%):
Cie de Saint-Gobain		18,676	$	1,233
Teleperformance		1,784		724
				1,957
Information Technology (0.5%):
Capgemini SE (b)		6,296		1,211
				11,407
Germany (6.9%):
Communication Services (0.7%):
Deutsche Telekom AG		73,562		1,556
Consumer Discretionary (1.4%):
HelloFresh SE (a) (b)		8,037		781
Volkswagen AG, Preference Shares		8,980		2,251
				3,032
Financials (1.0%):
Allianz SE, Registered Shares		4,810		1,200
Hannover Rueck SE		3,064		513
Muenchener Rueckversicherungs-Gesellschaft AG, Class R		1,839		504
				2,217
Health Care (0.5%):
Merck KGaA		6,155		1,181
Industrials (1.1%):
Deutsche Post AG, Registered Shares		25,923		1,765
Siemens AG, Registered Shares		4,479		711
				2,476
Information Technology (0.7%):
Infineon Technologies AG		17,430		701
SAP SE		5,873		825
				1,526
Materials (0.5%):
Covestro AG (c)		9,032		584
HeidelbergCement AG		5,916		508
				1,092
Real Estate (0.6%):
alstria office REIT-AG		27,512		508
LEG Immobilien SE		5,372		773
				1,281
Utilities (0.4%):
E.ON SE		89,200		1,032
				15,393
Hong Kong (3.3%):
Communication Services (0.4%):
NetDragon Websoft Holdings Ltd.		298,500		795

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Discretionary (0.4%):
Xinyi Glass Holdings Ltd.		242,000	$	986
Consumer Staples (0.6%):
Vinda International Holdings Ltd.		190,000		585
WH Group Ltd. (c)		730,000		655
				1,240
Energy (0.3%):
Kunlun Energy Co. Ltd.		826,000		761
Financials (0.3%):
BOC Hong Kong Holdings Ltd.		203,500		690
Information Technology (0.8%):
Lenovo Group Ltd.		1,476,000		1,695
Real Estate (0.5%):
CK Asset Holdings Ltd.		67,895		467
Sun Hung Kai Properties Ltd.		44,000		654
				1,121
				7,288
Hungary (0.5%):
Financials (0.5%):
OTP Bank Nyrt (a)		21,008		1,132
India (2.7%):
Energy (0.5%):
Reliance Industries Ltd.		39,199		1,115
Financials (0.7%):
LIC Housing Finance Ltd.		134,932		855
Muthoot Finance Ltd.		42,998		858
				1,713
Health Care (0.3%):
Cadila Healthcare Ltd. (a)		75,892		659
Information Technology (0.6%):
Infosys Ltd.		60,719		1,285
Materials (0.3%):
UPL Ltd.		59,164		632
Utilities (0.3%):
Power Grid Corp. of India Ltd.		222,154		695
				6,099
Indonesia (0.4%):
Communication Services (0.4%):
PT Sarana Menara Nusantara Tbk		9,086,600		778
Ireland (1.1%):
Health Care (0.6%):
ICON PLC (a) (b)		6,523		1,348

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.5%):
DCC PLC		13,672	$	1,120
				2,468
Italy (1.5%):
Industrials (0.2%):
Leonardo SpA (a)		72,198		584
Information Technology (0.4%):
Nexi SpA (a) (c)		38,144		838
Utilities (0.9%):
ACEA SpA		30,357		702
Enel SpA		134,040		1,245
				1,947
				3,369
Japan (15.4%):
Communication Services (1.8%):
Capcom Co. Ltd.		20,600		602
KDDI Corp.		31,200		972
Nintendo Co. Ltd.		2,000		1,158
Nippon Telegraph & Telephone Corp.		30,100		787
SoftBank Group Corp.		6,400		446
				3,965
Consumer Discretionary (2.9%):
Sony Group Corp.		36,200		3,511
Toyo Tire Corp. (b)		36,100		764
Toyota Motor Corp.		25,200		2,203
				6,478
Consumer Staples (1.1%):
Ajinomoto Co., Inc.		29,000		754
Asahi Group Holdings Ltd.		20,000		935
Seven & i Holdings Co. Ltd.		15,600		747
				2,436
Financials (1.7%):
Mizuho Financial Group, Inc.		69,410		995
Nomura Holdings, Inc.		109,100		555
ORIX Corp.		72,500		1,226
Sumitomo Mitsui Financial Group, Inc.		29,825		1,028
				3,804
Health Care (0.8%):
Astellas Pharma, Inc.		46,300		807
Hoya Corp.		6,400		847
				1,654

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (2.8%):
AGC, Inc. (b)		15,600	$	654
Fuji Electric Co. Ltd.		15,000		700
ITOCHU Corp.		47,600		1,374
Komatsu Ltd.		24,300		602
Mitsubishi Electric Corp.		45,200		656
Mitsui & Co. Ltd.		40,300		908
Nippon Yusen KK		13,900		705
Yamato Holdings Co. Ltd.		24,200		688
				6,287
Information Technology (2.6%):
Canon, Inc. (b)		28,500		644
Fujitsu Ltd.		7,100		1,329
Hitachi Ltd.		22,600		1,295
Murata Manufacturing Co. Ltd.		9,100		693
NTT Data Corp.		40,100		626
Tokyo Electron Ltd.		2,800		1,211
				5,798
Materials (0.8%):
Rengo Co. Ltd.		59,100		493
Shin-Etsu Chemical Co. Ltd.		4,400		736
Tosoh Corp.		34,100		588
				1,817
Real Estate (0.6%):
Daiwa House Industry Co. Ltd.		19,600		590
Open House Co. Ltd.		14,600		686
				1,276
Utilities (0.3%):
Osaka Gas Co. Ltd.		31,300		584
				34,099
Korea, Republic Of (4.3%):
Communication Services (0.3%):
NAVER Corp.		1,882		698
Consumer Discretionary (0.9%):
Kia Corp.		8,840		705
LG Electronics, Inc.		8,419		1,219
				1,924
Consumer Staples (0.3%):
E-MART, Inc.		4,210		598
Financials (0.3%):
Hana Financial Group, Inc.		19,776		810
Industrials (0.4%):
Samsung Engineering Co. Ltd. (a)		44,225		938

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (2.1%):
LG Innotek Co. Ltd.		8,671	$	1,715
Samsung Electronics Co. Ltd.		28,964		2,074
SK Hynix, Inc.		7,311		825
				4,614
				9,582
Luxembourg (1.1%):
Energy (0.3%):
Tenaris SA		58,987		645
Health Care (0.4%):
Eurofins Scientific SE (a)		8,519		974
Materials (0.4%):
ArcelorMittal SA		24,536		756
				2,375
Malaysia (0.9%):
Communication Services (0.4%):
Telekom Malaysia Bhd		581,300		851
Financials (0.5%):
RHB Bank Bhd		863,600		1,124
				1,975
Netherlands (3.4%):
Consumer Discretionary (0.5%):
Prosus NV		10,309		1,010
Consumer Staples (0.6%):
Koninklijke Ahold Delhaize NV		47,131		1,403
Financials (0.6%):
ING Groep NV		43,948		583
NN Group NV		17,038		805
				1,388
Health Care (0.3%):
QIAGEN NV (a)		12,184		589
Information Technology (1.1%):
ASML Holding NV		2,016		1,392
STMicroelectronics NV		31,626		1,150
				2,542
Materials (0.3%):
Akzo Nobel NV		5,057		626
				7,558
Norway (0.3%):
Energy (0.3%):
Equinor ASA		29,224		619

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Russian Federation (1.0%):
Energy (0.6%):
LUKOIL PJSC, ADR		14,221	$	1,320
Financials (0.4%):
Sberbank of Russia PJSC		208,090		870
				2,190
Saudi Arabia (0.3%):
Health Care (0.3%):
Mouwasat Medical Services Co.		13,647		656
Singapore (1.4%):
Consumer Discretionary (0.3%):
Genting Singapore Ltd.		942,500		587
Consumer Staples (0.4%):
Wilmar International Ltd.		237,000		795
Financials (0.7%):
DBS Group Holdings Ltd.		36,600		815
Singapore Exchange Ltd.		98,700		822
				1,637
				3,019
South Africa (1.5%):
Communication Services (0.7%):
Naspers Ltd., Class N		7,340		1,548
Materials (0.8%):
Impala Platinum Holdings Ltd.		42,148		694
Kumba Iron Ore Ltd.		23,560		1,053
				1,747
				3,295
Spain (0.9%):
Industrials (0.3%):
ACS Actividades de Construccion y Servicios SA		25,777		691
Utilities (0.6%):
Acciona SA		3,994		603
EDP Renovaveis SA		33,341		774
				1,377
				2,068
Sweden (3.1%):
Consumer Staples (0.5%):
Swedish Match AB		119,000		1,015
Financials (0.4%):
Skandinaviska Enskilda Banken AB, Class A		63,581		822

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (1.1%):
Sandvik AB (b)		26,026	$	666
SKF AB, B Shares		32,527		829
Volvo AB, Class B (b)		39,956		963
				2,458
Information Technology (0.4%):
Telefonaktiebolaget LM Ericsson, Class B		64,866		816
Materials (0.4%):
Boliden AB		25,205		970
Real Estate (0.3%):
Fastighets AB Balder, B Shares (a)		11,329		711
				6,792
Switzerland (7.1%):
Consumer Discretionary (0.3%):
Cie Financiere Richemont SA, Registered Shares		5,212		632
Consumer Staples (1.4%):
Coca-Cola HBC AG		18,603		673
Nestle SA, Registered Shares		18,948		2,363
				3,036
Financials (1.4%):
Julius Baer Group Ltd.		14,755		964
Swiss Life Holding AG		3,396		1,652
UBS Group AG		41,165		631
				3,247
Health Care (2.4%):
Lonza Group AG, Registered Shares		1,310		929
Novartis AG, Registered Shares		23,289		2,125
Roche Holding AG		4,192		1,580
Sonova Holding AG		1,916		722
				5,356
Industrials (0.3%):
Adecco Group AG		10,122		689
Information Technology (0.9%):
Logitech International SA, Class R		16,159		1,963
Materials (0.4%):
Holcim Ltd.		14,242		856
				15,779
Taiwan (3.7%):
Financials (0.8%):
Chailease Holding Co. Ltd. (a)		103,935		755
Fubon Financial Holding Co. Ltd.		413,000		1,095
				1,850

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (2.9%):
Radiant Opto-Electronics Corp.		222,000	$	968
Realtek Semiconductor Corp.		95,000		1,721
Taiwan Semiconductor Manufacturing Co. Ltd.		168,000		3,619
				6,308
				8,158
Thailand (0.3%):
Consumer Staples (0.3%):
Charoen Pokphand Foods PCL (b)		804,100		665
United Kingdom (8.2%):
Communication Services (0.3%):
Vodafone Group PLC		448,225		751
Consumer Discretionary (1.0%):
Barratt Developments PLC		79,761		768
Stellantis NV		72,027		1,417
				2,185
Consumer Staples (1.4%):
British American Tobacco PLC		16,496		641
Tate & Lyle PLC		63,006		644
Tesco PLC		331,231		1,023
Unilever PLC		14,909		871
				3,179
Energy (0.7%):
BP PLC		280,629		1,231
Cairn Energy PLC		204,682		413
				1,644
Financials (1.6%):
3i Group PLC		90,462		1,468
Barclays PLC		340,266		807
Legal & General Group PLC		193,014		688
Standard Chartered PLC		103,556		661
				3,624
Health Care (0.7%):
AstraZeneca PLC		6,583		791
Hikma Pharmaceuticals PLC		20,081		679
				1,470
Industrials (1.5%):
Ashtead Group PLC		16,086		1,195
BAE Systems PLC		98,261		710
Ferguson PLC		4,777		665
Royal Mail PLC (a)		82,068		656
				3,226

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Fund-Core Equity

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (1.0%):
Anglo American PLC		55,947	$	2,226
				18,305
Total Common Stocks (Cost $177,237)				215,334
Rights (0.0%) (d)
Spain (0.0%): (d)
Industrials (0.0%):
ACS Actividades de Construccion y Servicios SA , Expires 7/7/21 (a)		25,777		36
Total Rights (Cost $39)				36
Exchange-Traded Funds (1.5%)
United States (1.5%):
iShares Core MSCI EAFE ETF		25,412		1,902
iShares Core MSCI Emerging Markets ETF		21,111		1,414
				3,316
Total Exchange-Traded Funds (Cost $3,207)				3,316
Collateral for Securities Loaned^ (3.9%)
United States (3.9%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (e)		173,094		173
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (e)		4,688,547		4,689
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (e)		86,382		86
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (e)		688,785		689
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (e)		3,096,913		3,097
Total Collateral for Securities Loaned (Cost $8,734)				8,734
Total Investments (Cost $189,217) — 102.4%				227,420
Liabilities in excess of other assets — (2.4)%				(5,365	)
NET ASSETS — 100.00%			$	222,055

^ 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 $4,189 (thousands) and amounted to 1.9% of net assets.

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

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

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PCL — Public Company Limited

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Small-Cap Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.1%)
Australia (7.2%):
Consumer Discretionary (0.8%):
Bapcor Ltd.		1,910,010	$	12,168
JB Hi-Fi Ltd.		365,856		13,863
				26,031
Consumer Staples (0.5%):
Elders Ltd.		1,802,155		15,609
Energy (0.4%):
Beach Energy Ltd.		13,982,353		12,994
Financials (0.9%):
Bank of Queensland Ltd.		1,990,651		13,595
Pendal Group Ltd.		2,502,512		15,115
				28,710
Health Care (0.5%):
Ansell Ltd.		535,249		17,457
Industrials (0.3%):
Seven Group Holdings Ltd.		764,584		11,661
Information Technology (0.3%):
Technology One Ltd.		1,554,301		10,839
Materials (2.5%):
CSR Ltd.		2,331,307		10,074
Mineral Resources Ltd.		1,029,162		41,329
OZ Minerals Ltd.		1,280,763		21,527
Silver Lake Resources Ltd. (a)		8,218,201		10,235
				83,165
Real Estate (1.0%):
Charter Hall Group		2,022,751		23,415
Shopping Centres Australasia Property Group		5,412,145		10,173
				33,588
				240,054
Canada (8.6%):
Communication Services (0.4%):
Cogeco Communications, Inc. (b)		141,181		13,807
Consumer Discretionary (0.5%):
BRP, Inc. (b)		215,437		16,861
Energy (1.3%):
ARC Resources Ltd.		2,707,057		23,043
Parex Resources, Inc. (a)		1,294,740		21,624
				44,667
Financials (0.9%):
Canadian Western Bank (b)		568,953		15,975
CI Financial Corp.		731,183		13,422
				29,397

See notes to financial statements.

Victory Portfolios
Victory Trivalent International Small-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (0.3%):
Tilray, Inc., Class 2 (a) (b)		561,999	$	10,148
Industrials (2.2%):
ATS Automation Tooling System (a) (b)		578,320		16,602
Ballard Power Systems, Inc. (a) (b)		295,740		5,364
Finning International, Inc.		610,485		15,984
TFI International, Inc. (b)		391,161		35,717
				73,667
Information Technology (0.3%):
The Descartes Systems Group, Inc. (a) (b)		154,960		10,719
Materials (1.2%):
Canfor Corp. (a)		479,506		10,972
Dundee Precious Metals, Inc.		1,487,043		9,011
Fortuna Silver Mines, Inc. (a) (b)		1,426,999		7,956
Kirkland Lake Gold Ltd.		1		—	(c)
Stella-Jones, Inc.		306,541		11,038
				38,977
Real Estate (0.9%):
Boardwalk Real Estate Invest (b)		366,935		12,103
Tricon Residential, Inc. (b)		1,603,581		18,450
				30,553
Utilities (0.6%):
Northland Power, Inc. (b)		581,818		19,852
				288,648
China (0.2%):
Financials (0.2%):
Futu Holdings Ltd., ADR (a) (b)		33,862		6,064
Denmark (1.4%):
Consumer Discretionary (0.6%):
Pandora A/S		139,258		18,791
Consumer Staples (0.5%):
Royal Unibrew A/S		124,800		15,905
Information Technology (0.3%):
Netcompany Group A/S (d)		96,820		11,010
				45,706
Finland (2.1%):
Industrials (1.4%):
Metso Outotec Oyj		1,378,597		16,017
Valmet Oyj		714,591		31,202
				47,219
Information Technology (0.4%):
TietoEVRY Oyj		412,448		13,030

See notes to financial statements.

100

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.3%):
Kemira Oyj		594,195	$	9,362
				69,611
France (7.3%):
Communication Services (0.7%):
Publicis Groupe SA		367,382		23,508
Consumer Discretionary (1.4%):
Faurecia SE		440,907		21,673
La Francaise des Jeux SAEM (b) (d)		241,044		14,176
SEB SA		60,860		11,008
				46,857
Health Care (0.4%):
Korian SA		399,113		14,751
Industrials (2.1%):
Eiffage SA		240,780		24,522
Elis SA (a)		702,692		13,258
Nexans SA		214,609		19,581
Rexel SA		545,156		11,413
				68,774
Information Technology (1.3%):
Atos SE		121,957		7,425
SOITEC (a)		90,962		20,084
Sopra Steria Group		84,022		16,165
				43,674
Materials (0.3%):
Arkema SA		81,117		10,194
Real Estate (1.1%):
Klepierre SA		896,394		23,092
Nexity SA		280,076		14,014
				37,106
				244,864
Germany (7.1%):
Communication Services (1.3%):
Freenet AG		695,260		16,437
ProSiebenSat.1 Media SE		867,782		17,301
United Internet AG, Registered Shares		235,038		9,611
				43,349
Consumer Discretionary (0.4%):
HelloFresh SE (a) (b)		159,569		15,510
Financials (0.8%):
Deutsche Pfandbriefbank AG (d)		1,223,517		12,111
DWS Group GmbH & Co. KGaA (d)		301,998		13,685
				25,796

See notes to financial statements.

101

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (1.0%):
Carl Zeiss Meditec AG		85,686	$	16,561
Gerresheimer AG		147,864		16,353
				32,914
Industrials (1.1%):
Brenntag SE		193,144		17,974
Rheinmetall AG		182,545		18,036
				36,010
Information Technology (0.5%):
Bechtle AG		93,616		17,397
Materials (0.8%):
Aurubis AG		143,423		13,310
Covestro AG (d)		223,321		14,438
				27,748
Real Estate (1.2%):
alstria office REIT-AG		895,841		16,550
TAG Immobilien AG		705,548		22,361
				38,911
				237,635
Gibraltar (0.3%):
Consumer Discretionary (0.3%):
888 Holdings PLC		1,993,243		10,592
Hong Kong (1.8%):
Health Care (0.3%):
The United Laboratories International Holdings Ltd.		11,954,000		9,811
Industrials (0.4%):
Pacific Basin Shipping Ltd. (a)		28,040,000		11,297
Information Technology (0.3%):
ASM Pacific Technology Ltd.		756,400		10,247
Real Estate (0.5%):
Hysan Development Co. Ltd.		4,436,000		17,677
Utilities (0.3%):
Towngas China Co. Ltd.		14,497,000		10,702
				59,734
Ireland (1.2%):
Consumer Discretionary (0.3%):
Dalata Hotel Group PLC (a)		2,179,327		9,930
Financials (0.5%):
Bank of Ireland Group PLC (a)		3,102,000		16,644
Health Care (0.4%):
UDG Healthcare PLC		1,025,415		15,172
				41,746

See notes to financial statements.

102

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Isle of Man (0.4%):
Consumer Discretionary (0.4%):
Entain PLC (a)		546,169	$	13,196
Israel (0.8%):
Health Care (0.8%):
Inmode Ltd. (a)		271,901		25,744
Italy (2.4%):
Financials (0.4%):
Banca Mediolanum SpA		1,433,297		13,957
Industrials (0.4%):
Interpump Group SpA		216,096		12,819
Information Technology (0.6%):
Reply SpA		133,946		21,997
Materials (0.5%):
Buzzi Unicem SpA		596,043		15,833
Utilities (0.5%):
ACEA SpA		694,079		16,045
				80,651
Japan (19.4%):
Communication Services (1.2%):
Capcom Co. Ltd.		602,800		17,621
Internet Initiative Japan, Inc.		755,200		23,473
				41,094
Consumer Discretionary (3.2%):
ASKUL Corp.		688,100		10,729
Food & Life Cos Ltd. (b)		378,500		16,320
Izumi Co. Ltd.		251,200		9,450
Komeri Co. Ltd.		348,000		8,205
Resorttrust, Inc.		615,300		10,045
Starts Corp., Inc.		395,100		10,100
Sumitomo Forestry Co. Ltd. (b)		617,800		11,311
Tokyotokeiba Co. Ltd.		201,800		8,248
Toyo Tire Corp. (b)		1,004,500		21,273
				105,681
Consumer Staples (0.9%):
Morinaga Milk Industry Co. Ltd.		236,600		12,333
Nichirei Corp.		342,300		9,001
Valor Holdings Co. Ltd.		480,800		9,789
				31,123
Financials (0.7%):
North Pacific Bank Ltd.		3,692,200		7,861
Zenkoku Hosho Co. Ltd.		339,100		14,550
				22,411

See notes to financial statements.

103

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (1.7%):
Eiken Chemical Co. Ltd.		649,200	$	12,555
Miraca Holdings, Inc.		431,800		11,144
Nikkiso Co. Ltd.		812,400		8,190
Sawai Group Holdings Co. Ltd.		268,800		11,994
Ship Healthcare Holdings, Inc.		522,100		12,201
				56,084
Industrials (4.9%):
BayCurrent Consulting, Inc.		99,400		35,718
Daihen Corp.		283,600		11,792
Fuji Corp.		713,000		16,334
FULLCAST Holdings Co. Ltd.		475,800		9,887
Kanamoto Co. Ltd.		375,600		8,677
Kintetsu World Express, Inc.		571,200		12,036
Kumagai Gumi Co. Ltd.		397,900		10,043
Outsourcing, Inc.		577,000		10,478
Penta-Ocean Construction Co. Ltd.		1,985,900		13,840
Sankyu, Inc.		217,900		9,470
Sanwa Holdings Corp.		983,600		12,099
Takeuchi Manufacturing Co. Ltd.		496,300		12,366
				162,740
Information Technology (3.6%):
Anritsu Corp. (b)		590,300		10,997
Freee KK (a)		84,800		7,743
Fuji Soft, Inc. (b)		190,800		9,554
NEC Networks & System Integration Corp.		877,500		13,857
Nippon Electric Glass Co. Ltd.		623,300		14,639
Shinko Electric Industries Co. Ltd.		952,100		34,807
Taiyo Yuden Co. Ltd.		339,600		16,758
Tokyo Seimitsu Co. Ltd.		274,300		12,385
				120,740
Materials (1.5%):
Denka Co. Ltd.		435,800		14,488
Kaneka Corp.		263,500		10,633
Rengo Co. Ltd.		1,877,700		15,652
Zeon Corp.		661,900		9,162
				49,935
Real Estate (1.7%):
Invincible Investment Corp.		25,754		9,909
Kenedix Office Investment Corp.		1,614		11,369
Nippon Accommodations Fund, Inc.		2,297		13,246
Open House Co. Ltd.		482,400		22,671
				57,195
				647,003

See notes to financial statements.

104

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Korea, Republic Of (6.0%):
Communication Services (1.1%):
AfreecaTV Co. Ltd.		212,244	$	22,431
Neowiz (a)		578,072		12,973
				35,404
Consumer Discretionary (0.3%):
Coway Co. Ltd.		147,802		10,315
Consumer Staples (0.6%):
Hite Jinro Co. Ltd.		306,697		10,270
Maeil Dairies Co. Ltd.		129,128		8,858
				19,128
Health Care (1.4%):
Osstem Implant Co. Ltd.		297,296		30,025
PharmaResearch Co. Ltd.		205,441		16,426
				46,451
Industrials (0.5%):
Samsung Engineering Co. Ltd. (a)		804,439		17,054
Information Technology (1.2%):
Partron Co. Ltd.		1,083,203		10,013
Seoul Semiconductor Co. Ltd.		583,901		9,854
SFA Engineering Corp.		284,558		10,948
WONIK IPS Co. Ltd.		225,063		9,904
				40,719
Materials (0.9%):
Soulbrain Co. Ltd.		105,716		30,847
				199,918
Luxembourg (0.4%):
Consumer Discretionary (0.4%):
B&M European Value Retail SA		1,804,959		14,327
Malta (0.7%):
Consumer Discretionary (0.7%):
Kindred Group PLC		1,437,130		22,553
Netherlands (4.4%):
Energy (0.3%):
SBM Offshore NV		650,598		9,897
Financials (1.2%):
ASR Nederland NV		447,081		17,309
Euronext NV (d)		189,195		20,580
				37,889
Health Care (0.3%):
Argenx SE (a)		36,135		10,901

See notes to financial statements.

105

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June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (1.5%):
AerCap Holdings NV (a)		240,895	$	12,336
Intertrust NV (a) (d)		494,360		8,907
Signify NV (d)		468,595		29,742
				50,985
Information Technology (1.1%):
ASM International NV		112,035		36,948
				146,620
Norway (0.3%):
Financials (0.3%):
Sparebanken Vest		936,746		9,747
Singapore (0.4%):
Real Estate (0.4%):
Frasers Logistics & Commercial Trust		12,726,100		13,646
Spain (3.2%):
Consumer Staples (0.3%):
Viscofan SA		141,288		9,847
Financials (0.5%):
Bankinter SA		2,976,792		14,975
Health Care (0.5%):
Laboratorios Farmaceuticos Rovi SA		262,071		18,159
Industrials (0.7%):
Applus Services SA (a)		1,107,279		10,816
Cia de Distribucion Integral Logista Holdings SA		626,174		12,873
				23,689
Materials (0.4%):
Acerinox SA		973,993		11,792
Real Estate (0.4%):
Merlin Properties Socimi SA		1,344,380		13,909
Utilities (0.4%):
Acciona SA (b)		90,222		13,624
				105,995
Sweden (2.4%):
Communication Services (0.4%):
G5 Entertainment AB		223,483		13,756
Consumer Discretionary (0.5%):
Dometic Group AB (d)		1,008,761		17,194
Health Care (0.7%):
Getinge AB, Class B		595,956		22,488
Industrials (0.3%):
Peab AB, Class B		885,067		10,941
Real Estate (0.5%):
Wihlborgs Fastigheter AB		658,765		14,292
				78,671

See notes to financial statements.

106

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Victory Trivalent International Small-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Switzerland (6.8%):
Consumer Discretionary (0.3%):
Forbo Holding AG, Registered Shares		5,689	$	10,772
Consumer Staples (0.5%):
Coca-Cola HBC AG		301,702		10,919
Zur Rose Group AG (a)		19,553		7,490
				18,409
Financials (1.5%):
Julius Baer Group Ltd.		288,019		18,816
Swiss Life Holding AG		33,076		16,094
Vontobel Holding AG, Class R		203,018		15,849
				50,759
Health Care (0.6%):
Tecan Group AG, Class R		37,663		18,668
Industrials (2.0%):
Adecco Group AG		273,304		18,601
Bucher Industries AG, Registered Shares		39,968		20,935
Sulzer AG, Registered Shares		89,575		12,398
Wizz Air Holdings PLC (a) (d)		223,728		14,463
				66,397
Information Technology (1.3%):
Logitech International SA, Class R		355,152		43,142
Real Estate (0.6%):
PSP Swiss Property AG, Registered Shares		149,384		18,974
				227,121
United Kingdom (12.6%):
Communication Services (0.9%):
Future PLC		703,590		30,502
Consumer Discretionary (1.4%):
Pets at Home Group PLC		2,008,099		12,692
Redrow PLC		2,057,357		17,449
Vistry Group PLC		1,010,837		16,455
				46,596
Consumer Staples (1.0%):
Cranswick PLC		208,155		11,450
Stock Spirits Group PLC		2,694,391		9,750
Tate & Lyle PLC		1,199,704		12,269
				33,469
Energy (0.3%):
Cairn Energy PLC		5,127,738		10,356
Financials (1.7%):
Close Brothers Group PLC		699,100		14,649
IG Group Holdings PLC		1,062,375		12,447

See notes to financial statements.

107

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Victory Trivalent International Small-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Intermediate Capital Group PLC		454,785	$	13,375
OSB Group PLC		2,427,895		15,593
				56,064
Health Care (0.7%):
Genus PLC		153,523		10,542
Hikma Pharmaceuticals PLC		338,610		11,458
				22,000
Industrials (2.4%):
IMI PLC		994,697		23,670
Royal Mail PLC (a)		2,212,895		17,692
Serco Group PLC		7,669,450		14,397
Travis Perkins PLC (a)		524,876		12,279
Ultra Electronics Holdings PLC		377,538		11,964
				80,002
Information Technology (1.7%):
Computacenter PLC		635,308		22,639
Electrocomponents PLC		777,461		11,075
Micro Focus International PLC		1,752,470		13,267
Spirent Communications PLC		2,913,413		9,930
				56,911
Materials (0.8%):
Endeavour Mining PLC		530,481		11,394
Synthomer PLC		2,076,357		14,130
				25,524
Real Estate (1.4%):
LondonMetric Property PLC		4,371,031		13,980
Safestore Holdings PLC		1,594,912		20,890
The Unite Group PLC		841,407		12,504
				47,374
Utilities (0.3%):
Atlantica Sustainable Infrastructure PLC (b)		301,521		11,223
				420,021
United States (0.7%):
Consumer Discretionary (0.3%):
Nexteer Automotive Group Ltd.		7,438,000		10,336
Industrials (0.4%):
Reliance Worldwide Corp. Ltd.		3,321,456		13,091
				23,427
Total Common Stocks (Cost $2,477,925)				3,273,294
Exchange-Traded Funds (0.8%)
United States (0.8%):
Vanguard FTSE Developed Markets ETF (b)		481,772		24,821
Total Exchange-Traded Funds (Cost $23,312)				24,821

See notes to financial statements.

108

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Victory Trivalent International Small-Cap Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned^ (2.7%)
United States (2.7%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (e)		1,793,292	$	1,793
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (e)		48,574,486		48,574
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (e)		894,941		895
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (e)		7,135,982		7,136
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (e)		32,084,768		32,085
Total Collateral for Securities Loaned (Cost $90,483)				90,483
Total Investments (Cost $2,591,720) — 101.6%				3,388,598
Liabilities in excess of other assets — (1.6)%				(53,108	)
NET ASSETS — 100.00%			$	3,335,490

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(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 liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $156,306 (thousands) and amounted to 4.7% of net assets.

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

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

109

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Victory INCORE Total Return Bond Fund

Schedule of Portfolio Investments
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (3.3%)
Ameriquest Mortgage Securities, Series 2004-R12, Class M1, 0.95% (LIBOR01M+86bps), 1/25/35, Callable 7/25/21 @ 100 (a)	$	47	$	47
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 12/15/24 @ 100		298		299
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 7/16/24 @ 100		245		244
Home Equity Asset Trust, Series 2005-2, Class M5, 1.19% (LIBOR01M+110bps), 7/25/35, Callable 7/25/21 @ 100 (a)		306		306
Park Place Securities, Inc., Series 2004-WCW2, Class M2, 1.07% (LIBOR01M+98bps), 10/25/34, Callable 7/25/21 @ 100 (a)		19		19
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 6/20/24 @ 100 (b) (c)		674		674
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 8/15/24 @ 100 (b)		337		337
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 9/15/24 @ 100 (b)		332		332
Total Asset-Backed Securities (Cost $2,246)				2,258
Collateralized Mortgage Obligations (1.3%)
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100		290		303
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53, Callable 2/15/30 @ 100		257		273
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class A5, 3.24%, 12/15/45, Callable 12/15/22 @ 100		270		278
Total Collateralized Mortgage Obligations (Cost $838)				854
Preferred Stocks (3.5%)
Financials (1.4%):
AMG Capital Trust II, 5.15%, 10/15/37		3,640		219
Bank of America Corp., Series L, 7.25% (d)		190		269
KKR & Co., Inc., Series C, 6.00%, 9/15/23 (e)		2,125		164
Wells Fargo & Co., Series L, 7.50% (d)		185		282
				934
Health Care (0.1%):
Danaher Corp., Series B, 5.00%, 4/15/23 (e)		39		57
Industrials (0.4%):
Stanley Black & Decker, Inc., 5.25%, 11/15/22 (e)		2,482		300
Utilities (1.6%):
American Electric Power Co., Inc., 6.13%, 8/15/23		1,615		83
CenterPoint Energy, Inc., 4.57%, 9/15/29		1		68
Dominion Energy, Inc., Series A, 7.25%, 6/1/22		2,700		262
DTE Energy Co., 6.25%, 11/1/22		3,724		184
NextEra Energy, Inc., 5.27%, 3/1/23		6,025		295
The Southern Co., Series 2019, 6.75%, 8/1/22		4,227		214
				1,106
Total Preferred Stocks (Cost $2,297)				2,397

See notes to financial statements.

110

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Victory INCORE Total Return Bond Fund

Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Corporate Bonds (52.0%)
Communication Services (2.7%):
Alphabet, Inc., 2.05%, 8/15/50, Callable 2/15/50 @ 100	$	184	$	163
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (c)		129		146
1.65%, 2/1/28, Callable 12/1/27 @ 100		117		116
5.15%, 11/15/46, Callable 5/15/46 @ 100 (c)		312		400
CenturyLink, Inc., 6.75%, 12/1/23		115		127
Comcast Corp. 3.45%, 2/1/50, Callable 8/1/49 @ 100		150		163
2.80%, 1/15/51, Callable 7/15/50 @ 100		128		123
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (b)		143		145
Verizon Communications, Inc. 3.38%, 2/15/25 (c)		116		126
3.55%, 3/22/51, Callable 9/22/50 @ 100 (c)		275		294
				1,803
Consumer Discretionary (7.7%):
Booking Holdings, Inc. 0.90%, 9/15/21		30		33
0.75%, 5/1/25		190		269
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 (c)		670		703
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81		110		119
Darden Restaurants, Inc., 3.85%, 5/1/27, Callable 2/1/27 @ 100 (c)		170		189
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100 (e)		201		213
2/15/26 (b) (e)		180		195
General Motors Co., 4.88%, 10/2/23 (c)		229		249
Hasbro, Inc., 2.60%, 11/19/22		300		308
Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44		110		118
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44		130		136
Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100		112		120
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100		212		245
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100		326		347
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100		63		72
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b)		101		100
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100		198		237
NVR, Inc. 3.95%, 9/15/22, Callable 6/15/22 @ 100 (c)		268		277
3.00%, 5/15/30, Callable 11/15/29 @ 100		267		283
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (e)		240		280
Ross Stores, Inc. 3.38%, 9/15/24, Callable 6/15/24 @ 100		160		170
0.88%, 4/15/26, Callable 3/15/26 @ 100		186		182
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100		185		187
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100		171		171
				5,203

See notes to financial statements.

111

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Consumer Staples (2.6%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (b)	$	368	$	367
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (c)		105		119
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100		167		193
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (c)		70		72
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (e)		105		131
Hormel Foods Corp., 1.80%, 6/11/30, Callable 3/11/30 @ 100		363		360
Molson Coors Beverage Co., 4.20%, 7/15/46, Callable 1/15/46 @ 100		95		106
Reynolds American, Inc., 6.15%, 9/15/43 (c)		175		221
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100		135		178
				1,747
Energy (3.6%):
Chevron USA, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100		320		365
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (c)		234		244
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 (e)		135		180
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (c)		84		88
HollyFrontier Corp., 2.63%, 10/1/23		265		274
Marathon Oil Corp., 6.60%, 10/1/37 (e)		125		166
Phillips 66 Partners LP, 4.90%, 10/1/46, Callable 4/1/46 @ 100		229		272
Pioneer Natural Resources Co. 0.25%, 5/15/25		155		247
1.90%, 8/15/30, Callable 5/15/30 @ 100		251		242
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (c)		245		252
Valero Energy Corp., 4.00%, 4/1/29, Callable 1/1/29 @ 100 (c)		102		114
				2,444
Financials (11.7%):
Aflac, Inc. 2.88%, 10/15/26, Callable 7/15/26 @ 100		335		360
4.75%, 1/15/49, Callable 7/15/48 @ 100		35		46
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100		130		143
Ares Capital Corp., 4.63%, 3/1/24		275		302
Bank of America Corp. 4.20%, 8/26/24, MTN (c) (e)		160		176
3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN		205		222
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (c)		224		241
Cincinnati Financial Corp., 6.13%, 11/1/34		230		314
Citigroup, Inc. 3.88%, 3/26/25		108		119
4.60%, 3/9/26 (c)		232		264
4.45%, 9/29/27 (c)		108		123
3.88% (LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (a)		94		108
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100		130		133
3.65%, 1/25/24, Callable 12/25/23 @ 100 (c)		584		626
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100		290		308
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100		110		117
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100		250		247

See notes to financial statements.

112

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (c)	$	425	$	458
5.60%, 7/15/41		87		122
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (b)		165		179
Level 3 Financing, Inc., 3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (b)		170		165
Morgan Stanley 4.88%, 11/1/22 (c) (e)		303		321
3.13%, 7/27/26, MTN (c) (e)		545		590
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100		104		111
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		90		104
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100		373		398
The Goldman Sachs Group, Inc., 3.50%, 1/23/25, Callable 10/23/24 @ 100		275		297
Unum Group 4.00%, 6/15/29, Callable 3/15/29 @ 100		195		219
4.13%, 6/15/51, Callable 12/15/50 @ 100		165		167
Wells Fargo & Co. 4.30%, 7/22/27, MTN (c)		410		467
4.90%, 11/17/45 (c)		155		198
Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100		250		262
				7,907
Health Care (5.4%):
AbbVie, Inc. 3.20%, 11/21/29, Callable 8/21/29 @ 100		285		309
4.45%, 5/14/46, Callable 11/14/45 @ 100		142		172
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100		250		303
Anthem, Inc. 2.38%, 1/15/25, Callable 12/15/24 @ 100		148		155
2.75%, 10/15/42		50		270
Baxter International, Inc., 3.50%, 8/15/46, Callable 2/15/46 @ 100		109		122
Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 (c)		455		510
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 (e)		168		177
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100		193		218
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (b)		260		259
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (c)		135		139
Illumina, Inc. , 8/15/23 (e)		215		273
Merck & Co., Inc., 2.45%, 6/24/50, Callable 12/24/49 @ 100		135		127
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100		262		301
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100		146		133
Universal Health Services, Inc., 2.65%, 10/15/30, Callable 7/15/30 @ 100 (b)		102		102
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (b)		95		97
				3,667
Industrials (6.5%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		241		239
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100		282		281
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		150		157
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100		195		207
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (c)		275		285
Fortive Corp., 0.88%, 2/15/22		295		296
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (c)		420		467

See notes to financial statements.

113

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Honeywell International, Inc., 2.80%, 6/1/50, Callable 12/1/49 @ 100 (e)	$	82	$	85
Norfolk Southern Corp., 2.30%, 5/15/31, Callable 2/15/31 @ 100		239		242
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100		140		148
Rockwell Automation, Inc. 3.50%, 3/1/29, Callable 12/1/28 @ 100		165		185
6.25%, 12/1/37		155		219
Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100 (c)		379		405
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b)		130		129
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100		115		141
Southwest Airlines Co., 1.25%, 5/1/25		190		288
The Boeing Co., 2.20%, 2/4/26, Callable 2/4/23 @ 100 (c)		470		474
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (c)		146		176
				4,424
Information Technology (5.7%):
Akamai Technologies, Inc., 0.13%, 5/1/25		80		105
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100		117		155
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (c) (e)		132		141
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100		315		372
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (c)		342		376
Citrix Systems, Inc., 1.25%, 3/1/26, Callable 2/1/26 @ 100		275		272
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (e)		260		299
Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100 (c)		166		193
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (c)		394		477
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (b)		87		91
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100		150		154
ServiceNow, Inc. , 6/1/22		5		20
Square, Inc., 0.25%, 11/1/27 (b) (e)		55		64
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100		160		203
Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100		287		254
Vishay Intertechnology, Inc., 2.25%, 6/15/25		45		47
VMware, Inc., 2.95%, 8/21/22, Callable 7/21/22 @ 100		360		369
Western Digital Corp., 1.50%, 2/1/24 (e)		275		294
				3,886
Materials (0.7%):
Celanese US Holdings LLC, 4.63%, 11/15/22 (c)		210		221
Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100		160		166
Southern Copper Corp., 5.25%, 11/8/42 (c)		95		121
				508
Real Estate (2.8%):
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (c)		630		651
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b)		108		115
Kite Realty Group LP, 0.75%, 4/1/27 (b)		25		26
Physicians Realty LP, 3.95%, 1/15/28, Callable 10/15/27 @ 100		138		152
Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100		134		136
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100		114		138
Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100		339		361
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100		145		163
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100		184		186
				1,928

See notes to financial statements.

114

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Utilities (2.6%):
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100	$	225	$	216
American Water Capital Corp., 2.80%, 5/1/30, Callable 2/1/30 @ 100		135		143
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37 (e)		250		351
NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100 (c)		310		320
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100		190		245
Public Service Electric & Gas Co., 3.95%, 5/1/42, MTN, Callable 11/1/41 @ 100 (c)		159		188
Vistra Operations Co. LLC, 3.70%, 1/30/27, Callable 11/30/26 @ 100 (b)		287		307
				1,770
Total Corporate Bonds (Cost $33,614)				35,287
Residential Mortgage-Backed Securities (0.1%)
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 1.41% (LIBOR01M+132bps), 10/25/32, Callable 7/25/21 @ 100 (a)		90		90
Total Residential Mortgage-Backed Securities (Cost $88)				90
Yankee Dollars (9.2%)
Communication Services (0.4%):
Vodafone Group PLC, 5.25%, 5/30/48		193		253
Consumer Staples (3.2%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (b)		638		693
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (b) (c)		670		694
Suntory Holdings Ltd. 2.55%, 6/28/22, Callable 5/28/22 @ 100 (b) (c)		574		585
2.25%, 10/16/24, Callable 9/16/24 @ 100 (b)		200		208
				2,180
Energy (0.9%):
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100		140		145
Ecopetrol SA, 5.88%, 9/18/23 (c)		325		352
Statoil ASA, 3.95%, 5/15/43		100		117
				614
Financials (2.2%):
Barclays Bank PLC 0.00%, 2/4/25 (c)		110		158
0.00%, 2/18/25		65		74
Enel Finance International NV, 2.88%, 5/25/22 (b) (c)		415		424
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (b)		155		207
4.20%, 5/13/50, Callable 11/13/49 @ 100 (b)		110		126
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (b)		300		323
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 (e)		195		198
				1,510

See notes to financial statements.

115

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Industrials (0.9%):
Aercap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100	$	150	$	148
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25, Callable 6/15/25 @ 100		150		176
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100		85		88
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (b)		200		203
				615
Materials (1.2%):
Anglo American Capital PLC 2.88%, 3/17/31, Callable 12/17/30 @ 100 (b)		300		307
3.95%, 9/10/50, Callable 3/10/50 @ 100 (b)		200		216
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40		75		103
Vale Overseas Ltd., 6.25%, 8/10/26		143		172
				798
Utilities (0.4%):
Iberdrola International BV 6.75%, 9/15/33		50		68
6.75%, 7/15/36		152		231
				299
Total Yankee Dollars (Cost $5,996)				6,269
U.S. Government Mortgage-Backed Agencies (17.7%)
Federal Home Loan Mortgage Corp. 9.00%, 4/1/25 (c)		12		13
7.50%, 8/1/29 (c)		8		10
Series 4395, Class PA, 2.50%, 4/15/37 (c)		233		243
5.00%, 7/1/39 (c)		538		612
Series 4320, Class AP, 3.50%, 7/15/39 – 10/15/40 (c)		359		374
Series 4444, Class CH, 3.00%, 1/15/41 – 10/1/46 (c)		714		745
4.50%, 7/1/44 – 12/1/45 (c)		836		928
2.50%, 7/1/50		294		304
2.00%, 3/1/51 (c)		642		649
				3,878
Federal National Mortgage Association 3.50%, 2/1/32		143		153
6.00%, 2/1/37 (c)		93		109
3.50%, 8/1/39 – 12/25/50 (c)		1,868		1,978
Series 2011-21, Class PA, 4.50%, 5/25/40 (c)		419		444
3.00%, 6/1/40 – 2/1/47 (c)		1,927		2,045
Series 2013-81, Class KA, 2.75%, 9/25/42 (c)		239		248
3.00%, 9/1/46 – 5/1/48		500		531
4.00%, 3/1/47 – 6/1/49		151		162
4.00%, 7/1/47 – 10/1/48 (c)		916		989
Series 2017-96, Class DA, 2.50%, 12/25/47 (c)		237		245
4.50%, 5/1/50		50		54
2.00%, 3/1/51 (c)		1,136		1,150
				8,108
Total U.S. Government Mortgage-Backed Agencies (Cost $11,578)				11,986

See notes to financial statements.

116

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (8.5%)
U.S. Treasury Bonds, 1.25%, 5/15/50 (c)	$	2,150	$	1,755
U.S. Treasury Notes 0.25%, 3/15/24 (c)		1,247		1,242
0.75%, 4/30/26		2,700		2,687
1.63%, 5/15/31		50		51
Total U.S. Treasury Obligations (Cost $5,752)				5,735
Collateral for Securities Loaned^ (4.7%)
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (f)		62,985		63
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (f)		1,706,058		1,706
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (f)		31,433		31
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (f)		250,634		251
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (f)		1,126,898		1,127
Total Collateral for Securities Loaned (Cost $3,178)				3,178
Total Investments (Cost $65,587) — 100.3%				68,054
Liabilities in excess of other assets — (0.3)%				(221	)
NET ASSETS — 100.00%			$	67,833

^ Purchased with cash collateral from securities on loan.

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

(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 $7,670 (thousands) and amounted to 11.3% of net assets.

(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) 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

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

Futures Contracts Purchased
(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
2-Year U.S. Treasury Note Futures		8	9/30/21	$	1,763,480	$	1,762,562	$	(918	)
5-Year U.S. Treasury Note Futures		31	9/30/21		3,831,997		3,826,320		(5,677	)
Canadian Dollar Futures		8	9/14/21		661,840		644,960		(16,880	)
Ultra Long Term U.S. Treasury Bond Futures		6	9/21/21		1,099,911		1,156,125		56,214
								$	32,739

Futures Contracts Sold
(Amounts not in thousands)

	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	)
Japanese Yen Futures		8	9/13/21		910,000		900,700		9,300
Mexican Peso Currency Futures		19	9/13/21		475,950		472,150		3,800
								$	(8,901	)
Total unrealized appreciation								$	69,314
Total unrealized depreciation									(45,476	)
Total net unrealized appreciation (depreciation)								$	23,838

Centrally Cleared Credit Default Swap Agreements
(Amounts not in thousands)

Credit Default Swap Agreements — Sell Protection (a)

Underlying Instruments	Fixed Deal Receive Rate			Maturity Date	Payment Frequency	Implied Credit Spread at June 30, 2021 (b)			Notional Amount (c)		Value		Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
CDX North America Investment Grade Index; Series 36		1.00	%	6/20/26	Quarterly		0.48	%	$	3,000,000	$	76,257	$	76,238	$	19
											$	76,257	$	76,238	$	19

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

(b) Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the

See notes to financial statements.

118

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Schedule of Portfolio Investments — continued
June 30, 2021

(Amounts in Thousands, Except for Shares)

payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

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

See notes to financial statements.

119

Victory Portfolios

Statements of Assets and Liabilities
June 30, 2021

(Amounts in Thousands, Except Per Share Amounts)

	Victory Integrity Discovery Fund			Victory Integrity Mid-Cap Value Fund			Victory Integrity Small-Cap Value Fund
ASSETS:
Investments, at value (Cost $76,970, $203,051 and $1,458,126)	$	100,494	(a)	$	265,583	(b)	$	2,055,137	(c)
Cash		1,573			3,146			30,340
Receivables:
Interest and dividends		79			368			2,523
Capital shares issued		39			322			2,009
Investments sold		351			385			33,099
From Adviser		9			127			—
Prepaid expenses		26			27			112
Total Assets		102,571			269,958			2,123,220
LIABILITIES:
Payables:
Collateral received on loaned securities		10,095			3,057			75,378
Investments purchased		187			1,423			25,901
Capital shares redeemed		246			141			2,147
Accrued expenses and other payables:
Investment advisory fees		77			165			1,506
Administration fees		5			14			110
Custodian fees		1			2			13
Transfer agent fees		25			11			205
Compliance fees		—	(d)		—	(d)		1
Trustees' fees		35			—			30
12b-1 fees		6			1			14
Other accrued expenses		14			24			131
Total Liabilities		10,691			4,838			105,436
NET ASSETS:
Capital		66,558			205,333			1,265,858
Total accumulated earnings/(loss)		25,322			59,787			751,926
Net Assets	$	91,880		$	265,120		$	2,017,784
Net Assets
Class A	$	45,074		$	12,542		$	91,203
Class C		2,079			78			7,578
Class R		1,955			—			7,099
Class R6		—			226,652			1,145,953
Class Y		40,600			25,003			765,951
Member Class		2,172			845			—
Total	$	91,880		$	265,120		$	2,017,784
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		990			529			2,074
Class C		68			3			204
Class R		46			—			168
Class R6		—			9,447			24,963
Class Y		802			1,044			16,791
Member Class		48			35			—
Total		1,954			11,058			44,200
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	45.53		$	23.72		$	43.97
Class C (f)		30.67			23.81			37.22
Class R		42.35			—			42.35
Class R6		—			23.99			45.91
Class Y		50.63			23.95			45.62
Member Class		45.58			24.08			—
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	$	48.31		$	25.17		$	46.65

(a) Includes $9,867 of securities on loan.

(b) Includes $3,034 of securities on loan.

(d) Rounds to less than $1 thousand.

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

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

See notes to financial statements.

120

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Statements of Assets and Liabilities
June 30, 2021

(Amounts in Thousands, Except Per Share Amounts)

	Victory Integrity Small/Mid-Cap Value Fund			Victory Munder Multi-Cap Fund			Victory S&P 500 Index Fund
ASSETS:
Investments, at value (Cost $156,207, $294,352 and $49,190)	$	210,537	(a)	$	441,203	(b)	$	267,625	(c)
Cash		4,458			2,779			2,214
Deposit with brokers for futures contracts		—			—			408
Receivables:
Interest and dividends		223			250			155
Capital shares issued		301			6			17
Investments sold		1,219			6,123			—
Variation margin on open futures contracts		—			—			4
From Adviser		34			2			—
Prepaid expenses		31			32			24
Total Assets		216,803			450,395			270,447
LIABILITIES:
Payables:
Collateral received on loaned securities		4,777			6,622			862
Investments purchased		2,904			4,520			—
Capital shares redeemed		156			83			80
Accrued expenses and other payables:
Investment advisory fees		136			268			43
Administration fees		10			22			14
Custodian fees		1			3			2
Transfer agent fees		6			131			37
Compliance fees		—	(d)		—	(d)		—	(d)
Trustees' fees		—			178			37
12b-1 fees		1			42			15
Other accrued expenses		25			44			25
Total Liabilities		8,016			11,913			1,115
NET ASSETS:
Capital		151,286			244,257			37,353
Total accumulated earnings/(loss)		57,501			194,225			231,979
Net Assets	$	208,787		$	438,482		$	269,332
Net Assets
Class A	$	6,589		$	393,769		$	194,818
Class C		—			4,339			—
Class R		—			—			17,907
Class R6		143,273			—			—
Class Y		56,537			40,374			56,607
Member Class		2,388			—			—
Total	$	208,787		$	438,482		$	269,332
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		287			7,351			7,539
Class C		—			106			—
Class R		—			—			696
Class R6		6,149			—			—
Class Y		2,434			686			2,172
Member Class		103			—			—
Total		8,973			8,143			10,407
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	22.98		$	53.57		$	25.84
Class C (f)		—			40.76			—
Class R		—			—			25.74
Class R6		23.30			—			—
Class Y		23.23			58.88			26.07
Member Class		23.18			—			—
Maximum Sales Charge — Class A		5.75	%		5.75	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	24.38		$	56.84		$	26.43

(a) Includes $4,621 of securities on loan.

(b) Includes $6,321 of securities on loan.

(d) Rounds to less than $1 thousand.

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

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

See notes to financial statements.

121

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Statements of Assets and Liabilities
June 30, 2021

(Amounts in Thousands, Except Per Share Amounts)

	Victory Munder Mid-Cap Core Growth Fund			Victory Munder Small Cap Growth Fund			Victory Trivalent International Fund-Core Equity
ASSETS:
Investments, at value (Cost $375,401, $12,503 and $189,217)	$	592,644	(a)	$	19,347	(b)	$	227,420	(c)
Foreign currency, at value (Cost $—, $— and $13)		—			—			13
Cash		1,172			86			2,249
Receivables:
Interest and dividends		185			2			968
Capital shares issued		175			—			12
Investments sold		7,304			—			1,049
Reclaims		—			—			229
From Adviser		5			3			203
Prepaid expenses		49			6			63
Total Assets		601,534			19,444			232,206
Liabilities:
Payables:
Collateral received on loaned securities		15,017			2,301			8,734
Investments purchased		4,016			19			1,008
Capital shares redeemed		417			—			2
Accrued foreign capital gains taxes		—			—			144
Accrued expenses and other payables:
Investment advisory fees		354			12			148
Administration fees		27			1			12
Custodian fees		4			—	(d)		16
Transfer agent fees		142			—	(d)		3
Compliance fees		—	(d)		—	(d)		—	(d)
Trustees' fees		45			—			57
12b-1 fees		29			—	(d)		1
Other accrued expenses		49			11			26
Total Liabilities		20,100			2,344			10,151
NET ASSETS:
Capital		291,949			9,356			183,286
Total accumulated earnings/(loss)		289,485			7,744			38,769
Net Assets	$	581,434		$	17,100		$	222,055
Net Assets
Class A	$	216,453		$	614		$	5,379
Class C		9,806			—			108
Class I		—			16,328			3,303
Class R		13,463			—			—
Class R6		98,852			—			204,691
Class Y		242,860			158			8,574
Total	$	581,434		$	17,100		$	222,055
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		14,045			30			645
Class C		1,868			—			13
Class I		—			787			393
Class R		1,056			—			—
Class R6		4,946			—			24,221
Class Y		12,782			8			1,029
Total		34,697			825			26,301
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	15.41		$	20.38		$	8.35
Class C (f)		5.25			—			8.33
Class I		—			20.75			8.40
Class R		12.75			—			—
Class R6		19.99			—			8.45
Class Y		19.00			20.51			8.34
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	$	16.35		$	21.62		$	8.86

(a) Includes $14,738 of securities on loan.

(b) Includes $2,261 of securities on loan.

(d) Rounds to less than $1 thousand.

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

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

See notes to financial statements.

122

Victory Portfolios

Statements of Assets and Liabilities
June 30, 2021

(Amounts in Thousands, Except Per Share Amounts)

	Victory Trivalent International Small-Cap Fund			Victory INCORE Total Return Bond Fund
ASSETS:
Investments, at value (Cost $2,591,720 and $65,587)	$	3,388,598	(a)	$	68,054	(b)
Cash		60,555			1,364
Deposit with brokers for futures contracts		—			442
Deposit with brokers for swap agreements		—			656
Receivables:
Interest and dividends		7,194			389
Capital shares issued		2,797			1
Investments sold		17,134			199
Variation margin on open futures contracts		—			17
Variation margin on open swap agreements		—			—	(c)
Reclaims		4,213			—
From Adviser		924			41
Prepaid expenses		129			23
Total Assets		3,481,544			71,186
LIABILITIES:
Payables:
Foreign currency, at value (Cost $2,461 and $—)		2,461			—
Collateral received on loaned securities		90,483			3,178
Investments purchased		47,883			51
Capital shares redeemed		1,608			—	(c)
Variation margin on open futures contracts		—			7
Accrued expenses and other payables:
Investment advisory fees		2,497			22
Administration fees		167			3
Custodian fees		78			2
Transfer agent fees		690			5
Compliance fees		2			—	(c)
Trustees' fees		11			65
12b-1 fees		12			1
Other accrued expenses		162			19
Total Liabilities		146,054			3,353
NET ASSETS:
Capital		2,378,342			69,724
Total accumulated earnings/(loss)		957,148			(1,891	)
Net Assets	$	3,335,490		$	67,833
Net Assets
Class A	$	93,832		$	9,380
Class C		4,945			451
Class I		2,003,337			—
Class R6		133,486			26,970
Class Y		1,099,890			31,032
Total	$	3,335,490		$	67,833
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		5,201			953
Class C		283			46
Class I		110,165			—
Class R6		7,308			2,732
Class Y		60,782			3,145
Total		183,739			6,876
Net asset value, offering (except Class A) and redemption price per share: (d)
Class A	$	18.04		$	9.84
Class C (e)		17.46			9.92
Class I		18.19			—
Class R6		18.26			9.87
Class Y		18.10			9.87
Maximum Sales Charge — Class A		5.75	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	19.14		$	10.07

(a) Includes $83,952 of securities on loan.

(b) Includes $3,089 of securities on loan.

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

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

See notes to financial statements.

123

Victory Portfolios

Statements of Operations
For the Year Ended June 30, 2021

(Amounts in Thousands)

	Victory Integrity Discovery Fund			Victory Integrity Mid-Cap Value Fund			Victory Integrity Small-Cap Value Fund
Investment Income:
Dividends	$	1,056		$	3,195		$	26,390
Interest		—	(a)		1			5
Securities lending (net of fees)		10			4			150
Total Income		1,066			3,200			26,545
Expenses:
Investment advisory fees		760			1,587			15,551
Administration fees		44			123			1,051
Sub-Administration fees		17			17			17
12b-1 fees — Class A		96			27			222
12b-1 fees — Class C		21			1			65
12b-1 fees — Class R		12			—			31
Custodian fees		4			12			77
Transfer agent fees — Class A		69			15			219
Transfer agent fees — Class C		3			—	(a)		15
Transfer agent fees — Class R		6			—			19
Transfer agent fees — Class R6		—			18			76
Transfer agent fees — Class Y		35			24			776
Transfer agent fees — Member Class (b)		1			1			—
Trustees' fees		21			16			142
Compliance fees		1			2			15
Legal and audit fees		13			28			104
State registration and filing fees		75			72			125
Interfund lending fees		—			—			—	(a)
Other expenses		19			35			216
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			41
Total Expenses		1,197			1,978			18,762
Expenses waived/reimbursed by Adviser		(35	)		(639	)		(13	)
Net Expenses		1,162			1,339			18,749
Net Investment Income (Loss)		(96	)		1,861			7,796
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		13,282			18,606			415,788
Net change in unrealized appreciation/depreciation on investment securities		33,986			72,691			625,957
Net realized/unrealized gains (losses) on investments		47,268			91,297			1,041,745
Change in net assets resulting from operations	$	47,172		$	93,158		$	1,049,541

(a) Rounds to less than $1 thousand.

(b) Victory Integrity Discovery Fund and Victory Integrity Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

124

Victory Portfolios

Statements of Operations
For the Year Ended June 30, 2021

(Amounts in Thousands)

	Victory Integrity Small/Mid-Cap Value Fund			Victory Munder Multi-Cap Fund			Victory S&P 500 Index Fund
Investment Income:
Dividends	$	2,386		$	4,568		$	3,693
Interest		1			1			—	(a)
Securities lending (net of fees)		5			4			3
Foreign tax withholding		—			—			—	(a)
Total Income		2,392			4,573			3,696
Expenses:
Investment advisory fees		1,245			2,987			482
Administration fees		90			232			141
Sub-Administration fees		17			17			18
12b-1 fees — Class A		11			894			263
12b-1 fees — Class C		—			47			—
12b-1 fees — Class R		—			—			79
Custodian fees		8			18			12
Transfer agent fees — Class A		12			803			127
Transfer agent fees — Class C		—			11			—
Transfer agent fees — Class R		—			—			7
Transfer agent fees — Class R6		2			—			—
Transfer agent fees — Class Y		21			32			55
Transfer agent fees — Member Class (b)		1			—			—
Trustees' fees		11			92			35
Compliance fees		1			3			2
Legal and audit fees		20			28			22
State registration and filing fees		61			52			58
Other expenses		44			78			52
Total Expenses		1,544			5,294			1,353
Expenses waived/reimbursed by Adviser		(213	)		(8	)		—
Net Expenses		1,331			5,286			1,353
Net Investment Income (Loss)		1,061			(713	)		2,343
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		19,368			59,602			21,975
Net realized gains (losses) from futures contracts		—			—			481
Net change in unrealized appreciation/depreciation on investment securities		60,800			73,487			56,079
Net change in unrealized appreciation/depreciation on futures contracts		—			—			51
Net realized/unrealized gains (losses) on investments		80,168			133,089			78,586
Change in net assets resulting from operations	$	81,229		$	132,376		$	80,929

(a) Rounds to less than $1 thousand.

(b) Victory Integrity Small/Mid-Cap Value Fund Member Class commenced operations on November 3, 2020

See notes to financial statements.

125

Victory Portfolios

Statements of Operations
For the Year Ended June 30, 2021

(Amounts in Thousands)

	Victory Munder Mid-Cap Core Growth Fund			Victory Munder Small Cap Growth Fund			Victory Trivalent International Fund-Core Equity
Investment Income:
Dividends	$	3,786		$	54		$	6,821
Interest		1			—	(a)		—	(a)
Securities lending (net of fees)		24			19			28
Foreign tax withholding		(6	)		—	(a)		(630	)
Total Income		3,805			73			6,219
Expenses:
Investment advisory fees		4,352			120			1,504
Administration fees		338			8			109
Sub-Administration fees		17			17			17
12b-1 fees — Class A		512			1			13
12b-1 fees — Class C		119			—			1
12b-1 fees — Class R		69			—			—
Custodian fees		25			2			101
Transfer agent fees — Class A		353			1			12
Transfer agent fees — Class C		14			—			—	(a)
Transfer agent fees — Class I		—			1			—	(a)
Transfer agent fees — Class R		36			—			—
Transfer agent fees — Class R6		4			—			—	(a)
Transfer agent fees — Class Y		331			—	(a)		1
Trustees' fees		67			2			39
Compliance fees		5			—	(a)		1
Legal and audit fees		28			8			46
State registration and filing fees		84			11			75
Interfund lending fees		—	(a)		—			—
Other expenses		68			7			48
Total Expenses		6,422			178			1,967
Expenses waived/reimbursed by Adviser		(18	)		(14	)		(896	)
Net Expenses		6,404			164			1,071
Net Investment Income (Loss)		(2,599	)		(91	)		5,148
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		159,032			1,315			5,940
Foreign taxes on realized gains		—			—			(97	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		70,979			4,924			37,461
Net change in accrued foreign taxes on unrealized gains		—			—			(100	)
Net realized/unrealized gains (losses) on investments		230,011			6,239			43,204
Change in net assets resulting from operations	$	227,412		$	6,148		$	48,352

(a) Rounds to less than $1 thousand.

See notes to financial statements.

126

Victory Portfolios

Statements of Operations
For the Year Ended June 30, 2021

(Amounts in Thousands)

	Victory Trivalent International Small-Cap Fund			Victory INCORE Total Return Bond Fund
Investment Income:
Dividends	$	72,042		$	68
Interest		10			1,550
Securities lending (net of fees)		1,008			2
Foreign tax withholding		(7,965	)		—
Total Income		65,095			1,620
Expenses:
Investment advisory fees		24,288			278
Administration fees		1,530			41
Sub-Administration fees		17			17
12b-1 fees — Class A		245			26
12b-1 fees — Class C		47			6
Custodian fees		430			11
Transfer agent fees — Class A		338			22
Transfer agent fees — Class C		6			1
Transfer agent fees — Class I		2,349			—
Transfer agent fees — Class R6		4			—	(a)
Transfer agent fees — Class Y		965			9
Trustees' fees		172			34
Compliance fees		21			1
Legal and audit fees		168			14
State registration and filing fees		149			60
Other expenses		350			21
Total Expenses		31,079			541
Expenses waived/reimbursed by Adviser		(4,069	)		(97	)
Net Expenses		27,010			444
Net Investment Income (Loss)		38,085			1,176
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		315,377			678
Net realized gains (losses) from futures contracts		—			(198	)
Net realized gains (losses) from swap agreements		—			68
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		497,274			(438	)
Net change in unrealized appreciation/depreciation on futures contracts		—			31
Net change in unrealized appreciation/depreciation on swap agreements		—			—	(a)
Net realized/unrealized gains (losses) on investments		812,651			141
Change in net assets resulting from operations	$	850,736		$	1,317

(a) Rounds to less than $1 thousand.

See notes to financial statements.

127

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	(96	)	$	(140	)	$	1,861		$	3,811		$	7,796		$	10,994
Net realized gains (losses) from investments		13,282			(10,099	)		18,606			(20,430	)		415,788			(254,708	)
Net change in unrealized appreciation/depreciation on investments		33,986			(18,876	)		72,691			(17,425	)		625,957			(257,100	)
Change in net assets resulting from operations		47,172			(29,115	)		93,158			(34,044	)		1,049,541			(500,814	)
Distributions to Shareholders:
Class A		—			(1,198	)		(196	)		(45	)		(90	)		(569	)
Class C		—			(191	)		—	(a)		—	(a)		—			(49	)
Class R		—			(98	)		—			—			—			(43	)
Class R6		—			—			(3,719	)		(1,711	)		(5,456	)		(9,755	)
Class Y		—			(1,529	)		(247	)		(108	)		(1,954	)		(6,764	)
Member Class (b)		—			—			(1	)		—			—			—
From return of capital:
Class A		—			—			(44	)		—			—			—
Class C		—			—			—	(a)		—			—			—
Class R		—			—			—			—			—			—
Class R6		—			—			(844	)		—			—			—
Class Y		—			—			(56	)		—			—			—
Member Class		—			—			(1	)		—			—			—
Change in net assets resulting from distributions to shareholders		—			(3,016	)		(5,108	)		(1,864	)		(7,500	)		(17,180	)
Change in net assets resulting from capital transactions		(17,609	)		(37,894	)		(25,403	)		153,096			(591,559	)		(238,280	)
Change in net assets		29,563			(70,025	)		62,647			117,188			450,482			(756,274	)
Net Assets:
Beginning of period		62,317			132,342			202,473			85,285			1,567,302			2,323,576
End of period	$	91,880		$	62,317		$	265,120		$	202,473		$	2,017,784		$	1,567,302

(a) Rounds to less than $1 thousand.

(b) Victory Integrity Discovery Fund and Victory Integrity Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

128

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	4,616		$	4,226		$	2,340		$	3,987		$	24,763		$	23,461
Distributions reinvested		—			1,058			234			44			81			495
Cost of shares redeemed		(14,397	)		(13,704	)		(3,212	)		(1,868	)		(66,313	)		(56,674	)
Total Class A	$	(9,781	)	$	(8,420	)	$	(638	)	$	2,163		$	(41,469	)	$	(32,718	)
Class C
Proceeds from shares issued	$	69		$	219		$	17		$	54		$	913		$	538
Distributions reinvested		—			168			1			—	(a)		—			47
Cost of shares redeemed		(1,491	)		(3,625	)		(11	)		—			(2,746	)		(3,569	)
Total Class C	$	(1,422	)	$	(3,238	)	$	7		$	54		$	(1,833	)	$	(2,984	)
Class R
Proceeds from shares issued	$	632		$	1,386		$	—		$	—		$	2,845		$	2,040
Distributions reinvested		—			85			—			—			—			35
Cost of shares redeemed		(2,274	)		(1,514	)		—			—			(4,587	)		(5,439	)
Total Class R	$	(1,642	)	$	(43	)	$	—		$	—		$	(1,742	)	$	(3,364	)
Class R6
Proceeds from shares issued	$	—		$	—		$	32,650		$	190,734		$	239,858		$	354,199
Distributions reinvested		—			—			4,555			1,707			5,356			9,428
Cost of shares redeemed		—			—			(72,923	)		(31,573	)		(724,545	)		(292,721	)
Total Class R6	$	—		$	—		$	(35,718	)	$	160,868		$	(479,331	)	$	70,906
Class Y
Proceeds from shares issued	$	14,515		$	24,172		$	12,767		$	4,409		$	180,087		$	224,939
Distributions reinvested		—			1,407			299			107			1,797			6,413
Cost of shares redeemed		(21,292	)		(51,772	)		(2,904	)		(14,505	)		(249,068	)		(501,472	)
Total Class Y	$	(6,777	)	$	(26,193	)	$	10,162		$	(9,989	)	$	(67,184	)	$	(270,120	)
Member Class (b)
Proceeds from shares issued	$	2,476		$	—		$	985		$	—		$	—		$	—
Distributions reinvested		—			—			1			—			—			—
Cost of shares redeemed		(463	)		—			(202	)		—			—			—
Total Member Class	$	2,013		$	—		$	784		$	—		$	—		$	—
Change in net assets resulting from capital transactions	$	(17,609	)	$	(37,894	)	$	(25,403	)	$	153,096		$	(591,559	)	$	(238,280	)

(a) Rounds to less than $1 thousand.

(b) Victory Integrity Discovery Fund and Victory Integrity Mid-Cap Value Fund Member Class commenced operations on November 3, 2020

(continues on next page)

See notes to financial statements.

129

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Share Transactions:
Class A
Issued		123			159			112			250			734			846
Reinvested		—			31			12			2			2			15
Redeemed		(407	)		(495	)		(155	)		(116	)		(1,918	)		(1,943	)
Total Class A		(284	)		(305	)		(31	)		136			(1,182	)		(1,082	)
Class C
Issued		3			12			1			3			27			22
Reinvested		—			7			—	(a)		—	(a)		—			2
Redeemed		(69	)		(182	)		(1	)		—			(102	)		(143	)
Total Class C		(66	)		(163	)		—	(a)		3			(75	)		(119	)
Class R
Issued		21			47			—			—			79			81
Reinvested		—			3			—			—			—			1
Redeemed		(64	)		(61	)		—			—			(136	)		(191	)
Total Class R		(43	)		(11	)		—			—			(57	)		(109	)
Class R6
Issued		—			—			1,550			10,669			6,278			13,497
Reinvested		—			—			235			88			152			265
Redeemed		—			—			(4,266	)		(1,948	)		(20,196	)		(10,043	)
Total Class R6		—			—			(2,481	)		8,809			(13,766	)		3,719
Class Y
Issued		354			815			561			259			4,710			8,217
Reinvested		—			37			15			6			51			182
Redeemed		(585	)		(1,830	)		(138	)		(852	)		(7,435	)		(18,245	)
Total Class Y		(231	)		(978	)		438			(587	)		(2,674	)		(9,846	)
Member Class (b)
Issued		59			—			43			—			—			—
Reinvested		—			—			—	(a)		—			—			—
Redeemed		(11	)		—			(8	)		—			—			—
Total Member Class		48			—			35			—			—			—
Change in Shares		(576	)		(1,457	)		(2,039	)		8,361			(17,754	)		(7,437	)

(a) Rounds to less than 1 thousand.

(b) Victory Integrity Discovery Fund and Victory Integrity Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.

130

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	1,061		$	1,209		$	(713	)	$	369		$	2,343		$	3,075
Net realized gains (losses) from investments		19,368			(13,324	)		59,602			(9,321	)		22,456			27,234
Net change in unrealized appreciation/depreciation on investments		60,800			(14,023	)		73,487			14,670			56,130			(15,381	)
Change in net assets resulting from operations		81,229			(26,138	)		132,376			5,718			80,929			14,928
Distributions to Shareholders:
Class A		(59	)		(22	)		(244	)		(9,781	)		(11,972	)		(20,471	)
Class C		—			—			—			(265	)		—			—
Class R		—			—			—			—			(993	)		(1,715	)
Class R6		(1,692	)		(815	)		—			—			—			—
Class Y		(644	)		(283	)		(124	)		(917	)		(3,648	)		(5,159	)
Member Class (a)		(2	)		—			—			—			—			—
Change in net assets resulting from distributions to shareholders		(2,397	)		(1,120	)		(368	)		(10,963	)		(16,613	)		(27,345	)
Change in net assets resulting from capital transactions		13,858			8,516			(41,195	)		(34,098	)		(8,496	)		(8,722	)
Change in net assets		92,690			(18,742	)		90,813			(39,343	)		55,820			(21,139	)
Net Assets:
Beginning of period		116,097			134,839			347,669			387,012			213,512			234,651
End of period	$	208,787		$	116,097		$	438,482		$	347,669		$	269,332		$	213,512

(a) Victory Integrity Small/Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

131

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	3,876		$	1,437		$	5,765		$	8,491		$	8,080		$	12,097
Distributions reinvested		59			22			211			8,468			10,439			17,860
Cost of shares redeemed		(2,792	)		(1,062	)		(42,345	)		(46,249	)		(23,902	)		(54,473	)
Total Class A	$	1,143		$	397		$	(36,369	)	$	(29,290	)	$	(5,383	)	$	(24,516	)
Class C
Proceeds from shares issued	$	—		$	—		$	254		$	401		$	—		$	—
Distributions reinvested		—			—			—			234			—			—
Cost of shares redeemed		—			—			(3,268	)		(4,844	)		—			—
Total Class C	$	—		$	—		$	(3,014	)	$	(4,209	)	$	—		$	—
Class R
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	3,501		$	4,926
Distributions reinvested		—			—			—			—			993			1,715
Cost of shares redeemed		—			—			—			—			(4,476	)		(6,634	)
Total Class R	$	—		$	—		$	—		$	—		$	18		$	7
Class R6
Proceeds from shares issued	$	35,979		$	22,861		$	—		$	—		$	—		$	—
Distributions reinvested		1,689			813			—			—			—			—
Cost of shares redeemed		(29,451	)		(20,141	)		—			—			—			—
Total Class R6	$	8,217		$	3,533		$	—		$	—		$	—		$	—
Class Y
Proceeds from shares issued	$	14,072		$	8,038		$	3,433		$	5,469		$	9,028		$	37,717
Distributions reinvested		511			268			82			645			3,454			4,878
Cost of shares redeemed		(12,315	)		(3,720	)		(5,327	)		(6,713	)		(15,613	)		(26,808	)
Total Class Y	$	2,268		$	4,586		$	(1,812	)	$	(599	)	$	(3,131	)	$	15,787
Member Class (a)
Proceeds from shares issued	$	2,616		$	—		$	—		$	—		$	—		$	—
Distributions reinvested		2			—			—			—			—			—
Cost of shares redeemed		(388	)		—			—			—			—			—
Total Member Class	$	2,230		$	—		$	—		$	—		$	—		$	—
Change in net assets resulting from capital transactions	$	13,858		$	8,516		$	(41,195	)	$	(34,098	)	$	(8,496	)	$	(8,722	)

(a) Victory Integrity Small/Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.

132

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Share Transactions:
Class A
Issued		180			97			129			214			352			612
Reinvested		3			1			5			204			466			880
Redeemed		(137	)		(74	)		(923	)		(1,212	)		(1,042	)		(2,651	)
Total Class A		46			24			(789	)		(794	)		(224	)		(1,159	)
Class C
Issued		—			—			7			13			—			—
Reinvested		—			—			—			7			—			—
Redeemed		—			—			(98	)		(157	)		—			—
Total Class C		—			—			(91	)		(137	)		—			—
Class R
Issued		—			—			—			—			153			246
Reinvested		—			—			—			—			45			85
Redeemed		—			—			—			—			(197	)		(326	)
Total Class R		—			—			—			—			1			5
Class R6
Issued		1,756			1,535			—			—			—			—
Reinvested		93			46			—			—			—			—
Redeemed		(1,586	)		(1,330	)		—			—			—			—
Total Class R6		263			251			—			—			—			—
Class Y
Issued		686			515			68			142			385			1,848
Reinvested		28			15			2			14			153			239
Redeemed		(675	)		(266	)		(104	)		(162	)		(674	)		(1,294	)
Total Class Y		39			264			(34	)		(6	)		(136	)		793
Member Class (a)
Issued					120			—			—			—			—
Reinvested		—	(b)		—			—			—			—			—
Redeemed		(17	)		—			—			—			—			—
Total Member Class		103			—			—			—			—			—
Change in Shares		451			539			(914	)		(937	)		(359	)		(361	)

(a) Victory Integrity Small/Mid-Cap Value Fund Member Class commenced operations on November 3, 2020.

(b) Rounds to less than 1 thousand.

See notes to financial statements.

133

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund							Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021				Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	(2,599	)	$	(2,195	)	$	(91	)		$	(38	)	$	5,148		$	2,053
Net realized gains (losses) from investments		159,032			254,589			1,315				1,238			5,843			(4,895	)
Net change in unrealized appreciation/depreciation on investments		70,979			(273,091	)		4,924				92			37,361			(1,138	)
Change in net assets resulting from operations		227,412			(20,697	)		6,148				1,292			48,352			(3,980	)
Distributions to Shareholders:
Class A		(23,341	)		(127,008	)		(36	)			(18	)		(62	)		(48	)
Class C		(3,462	)		(17,343	)		—				—			—	(a)		—	(a)
Class I		—			—			(1,071	)			(702	)		(46	)		(33	)
Class R		(1,885	)		(8,983	)		—				—			—			—
Class R6		(8,673	)		(74,101	)		—				—			(2,687	)		(902	)
Class Y		(23,441	)		(283,629	)		(9	)			(6	)		(110	)		(96	)
Change in net assets resulting from distributions to shareholders		(60,802	)		(511,064	)		(1,116	)			(726	)		(2,905	)		(1,079	)
Change in net assets resulting from capital transactions		(169,539	)		(342,469	)		1,252		��		950			43,468			116,106
Change in net assets		(2,929	)		(874,230	)		6,284				1,516			88,915			111,047
Net Assets:
Beginning of period		584,363			1,458,593			10,816				9,300			133,140			22,093
End of period	$	581,434		$	584,363		$	17,100			$	10,816		$	222,055		$	133,140

(continues on next page)

See notes to financial statements.

134

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund						Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	15,937		$	29,605		$	135		$	242		$	616		$	337
Distributions reinvested		21,270			114,821			35			18			53			42
Cost of shares redeemed		(62,892	)		(115,796	)		(80	)		(98	)		(1,104	)		(892	)
Total Class A	$	(25,685	)	$	28,630		$	90		$	162		$	(435	)	$	(513	)
Class C
Proceeds from shares issued	$	128		$	1,741		$	—		$	—		$	3		$	10
Distributions reinvested		3,445			15,847			—			—			—	(a)		—	(a)
Cost of shares redeemed		(9,106	)		(12,234	)		—			—			(134	)		(118	)
Total Class C	$	(5,533	)	$	5,354		$	—		$	—		$	(131	)	$	(108	)
Class I
Proceeds from shares issued	$	—		$	—		$	175		$	106		$	—	(a)	$	912
Distributions reinvested		—			—			1,071			701			46			32
Cost of shares redeemed		—			—			(114	)		(25	)		(66	)		(469	)
Total Class I	$	—		$	—		$	1,132		$	782		$	(20	)	$	475
Class R
Proceeds from shares issued	$	1,783		$	2,169		$	—		$	—		$	—		$	—
Distributions reinvested		1,882			8,785			—			—			—			—
Cost of shares redeemed		(6,595	)		(6,902	)		—			—			—			—
Total Class R	$	(2,930	)	$	4,052		$	—		$	—		$	—		$	—
Class R6
Proceeds from shares issued	$	13,910		$	24,724		$	—		$	—		$	44,300		$	118,773
Distributions reinvested		8,636			73,891			—			—			2,687			902
Cost of shares redeemed		(67,516	)		(221,336	)		—			—			(3,122	)		(2,003	)
Total Class R6	$	(44,970	)	$	(122,721	)	$	—		$	—		$	43,865		$	117,672
Class Y
Proceeds from shares issued	$	13,776		$	133,669		$	21		$	—		$	401		$	241
Distributions reinvested		22,365			256,344			9			6			97			87
Cost of shares redeemed		(126,562	)		(647,797	)		—			—			(309	)		(1,748	)
Total Class Y	$	(90,421	)	$	(257,784	)	$	30		$	6		$	189		$	(1,420	)
Change in net assets resulting from capital transactions	$	(169,539	)	$	(342,469	)	$	1,252		$	950		$	43,468		$	116,106

(continues on next page)

See notes to financial statements.

135

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund						Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Share Transactions:
Class A
Issued		1,167			2,039			8			18			89			51
Reinvested		1,611			8,445			2			1			7			6
Redeemed		(4,603	)		(7,341	)		(5	)		(8	)		(152	)		(134	)
Total Class A		(1,825	)		3,143			5			11			(56	)		(77	)
Class C
Issued		25			252			—			—			—	(a)		1
Reinvested		762			2,542			—			—			—	(a)		—	(a)
Redeemed		(1,785	)		(1,609	)		—			—			(19	)		(18	)
Total Class C		(998	)		1,185			—			—			(19	)		(17	)
Class I
Issued		—			—			9			8			—	(a)		135
Reinvested		—			—			61			50			6			4
Redeemed		—			—			(6	)		(1	)		(8	)		(72	)
Total Class I		—			—			64			57			(2	)		67
Class R
Issued		154			188			—			—			—			—
Reinvested		172			752			—			—			—			—
Redeemed		(567	)		(514	)		—			—			—			—
Total Class R		(241	)		426			—			—			—			—
Class R6
Issued		786			1,234			—			—			6,110			17,546
Reinvested		505			4,387			—			—			357			122
Redeemed		(3,988	)		(9,938	)		—			—			(413	)		(319	)
Total Class R6		(2,697	)		(4,317	)		—			—			6,054			17,349
Class Y
Issued		823			6,000			1			—			52			35
Reinvested		1,376			15,847			1			—	(a)		13			12
Redeemed		(7,632	)		(35,576	)		—			—			(43	)		(275	)
Total Class Y		(5,433	)		(13,729	)		2			—	(a)		22			(228	)
Change in Shares		(11,194	)		(13,292	)		71			68			5,999			17,094

(a) Rounds to less than 1 thousand.

See notes to financial statements.

136

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
From Investment Activities:
Operations:
Net investment income (loss)	$	38,085		$	14,373		$	1,176		$	1,552
Net realized gains (losses) from investments		315,377			(70,162	)		548			2,336
Net change in unrealized appreciation/ depreciation on investments		497,274			41,304			(407	)		1,323
Change in net assets resulting from operations		850,736			(14,485	)		1,317			5,211
Distributions to Shareholders:
Class A		—			(1,886	)		(249	)		(300	)
Class C		—			(52	)		(8	)		(10	)
Class I		(6,561	)		(21,459	)		—			—
Class R6		(355	)		(989	)		(680	)		(710	)
Class Y		(2,549	)		(13,429	)		(843	)		(881	)
Change in net assets resulting from distributions to shareholders		(9,465	)		(37,815	)		(1,780	)		(1,901	)
Change in net assets resulting from capital transactions		630,234			108,621			(3,357	)		(434	)
Change in net assets		1,471,505			56,321			(3,820	)		2,876
Net Assets:
Beginning of period		1,863,985			1,807,664			71,653			68,777
End of period	$	3,335,490		$	1,863,985		$	67,833		$	71,653

(a) Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

137

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	39,592		$	35,046		$	604		$	1,275
Distributions reinvested		—			1,735			219			252
Cost of shares redeemed		(86,919	)		(62,948	)		(2,844	)		(2,846	)
Total Class A	$	(47,327	)	$	(26,167	)	$	(2,021	)	$	(1,319	)
Class C
Proceeds from shares issued	$	656		$	664		$	76		$	340
Distributions reinvested		—			42			9			10
Cost of shares redeemed		(1,560	)		(1,180	)		(357	)		(230	)
Total Class C	$	(904	)	$	(474	)	$	(272	)	$	120
Class I
Proceeds from shares issued	$	843,443		$	350,308		$	—		$	—
Distributions reinvested		5,005			10,793			—			—
Cost of shares redeemed		(353,920	)		(266,728	)		—			—
Total Class I	$	494,528		$	94,373		$	—		$	—
Class R6
Proceeds from shares issued	$	57,389		$	46,552		$	2,005		$	536
Distributions reinvested		354			989			680			710
Cost of shares redeemed		(31,825	)		(16,987	)		(1,558	)		(1,392	)
Total Class R6	$	25,918		$	30,554		$	1,127		$	(146	)
Class Y
Proceeds from shares issued	$	415,535		$	257,621		$	243		$	1,271
Distributions reinvested		2,460			11,950			603			617
Cost of shares redeemed		(259,976	)		(259,236	)		(3,037	)		(977	)
Total Class Y	$	158,019		$	10,335		$	(2,191	)	$	911
Change in net assets resulting from capital transactions	$	630,234		$	108,621		$	(3,357	)	$	(434	)

(a) Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

138

Victory Portfolios

Statements of Changes in Net Assets

(Amounts in Thousands) (continued)

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 30, 2021			Year Ended June 30, 2020
Share Transactions:
Class A
Issued		2,538			2,784			61			133
Reinvested		—			124			22			26
Redeemed		(5,762	)		(5,054	)		(287	)		(297	)
Total Class A		(3,224	)		(2,146	)		(204	)		(138	)
Class C
Issued		41			54			8			35
Reinvested		—			3			1			1
Redeemed		(104	)		(97	)		(36	)		(23	)
Total Class C		(63	)		(40	)		(27	)		13
Class I
Issued		53,324			27,996			—			—
Reinvested		316			769			—			—
Redeemed		(21,878	)		(23,160	)		—			—
Total Class I		31,762			5,605			—			—
Class R6
Issued		3,632			3,656			204			55
Reinvested		22			70			68			74
Redeemed		(2,000	)		(1,331	)		(156	)		(144	)
Total Class R6		1,654			2,395			116			(15	)
Class Y
Issued		25,779			20,940			24			130
Reinvested		156			855			61			64
Redeemed		(16,681	)		(21,266	)		(307	)		(102	)
Total Class Y		9,254			529			(222	)		92
Change in Shares		39,383			6,343			(337	)		(48	)

(a) Rounds to less than 1 thousand.

See notes to financial statements.

139

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
Victory Integrity Discovery Fund
Class A
Year Ended:
June 30, 2021	$	24.03		(0.07	)		21.57			21.50			—			—
June 30, 2020	$	32.28		(0.05	)		(7.38	)		(7.43	)		(0.82	)		(0.82	)
June 30, 2019	$	42.75		(0.11	)		(5.61	)		(5.72	)		(4.75	)		(4.75	)
June 30, 2018	$	41.01		(0.16	)		6.40			6.24			(4.50	)		(4.50	)
June 30, 2017	$	32.71		(0.19	)		10.10			9.91			(1.61	)		(1.61	)
Class C
Year Ended:
June 30, 2021	$	16.32		(0.21	)		14.56			14.35			—			—
June 30, 2020	$	22.36		(0.22	)		(5.00	)		(5.22	)		(0.82	)		(0.82	)
June 30, 2019	$	31.69		(0.28	)		(4.30	)		(4.58	)		(4.75	)		(4.75	)
June 30, 2018	$	31.69		(0.34	)		4.84			4.50			(4.50	)		(4.50	)
June 30, 2017	$	25.76		(0.38	)		7.92			7.54			(1.61	)		(1.61	)
Class R
Year Ended:
June 30, 2021	$	22.45		(0.18	)		20.08			19.90			—			—
June 30, 2020	$	30.36		(0.18	)		(6.91	)		(7.09	)		(0.82	)		(0.82	)
June 30, 2019	$	40.76		(0.28	)		(5.37	)		(5.65	)		(4.75	)		(4.75	)
June 30, 2018	$	39.49		(0.28	)		6.05			5.77			(4.50	)		(4.50	)
June 30, 2017	$	31.71		(0.37	)		9.76			9.39			(1.61	)		(1.61	)
Class Y
Year Ended:
June 30, 2021	$	26.64		0.03			23.96			23.99			—			—
June 30, 2020	$	35.65		—	(e)		(8.19	)		(8.19	)		(0.82	)		(0.82	)
June 30, 2019	$	46.47		(0.03	)		(6.04	)		(6.07	)		(4.75	)		(4.75	)
June 30, 2018	$	44.11		(0.05	)		6.91			6.86			(4.50	)		(4.50	)
June 30, 2017	$	35.02		(0.13	)		10.83			10.70			(1.61	)		(1.61	)
Member Class
November 3, 2020(g) through June 30, 2021	$	26.37		(0.30	)		19.51			19.21			—			—

* 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.

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

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

(f) Amount is less than 0.005%.

(g) Commencement of operations.

See notes to financial statements.

140

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 Integrity Discovery Fund
Class A
Year Ended:
June 30, 2021	$	45.53		89.47	%		1.62	%		(0.20	)%		1.62	%	$	45,073		41	%
June 30, 2020	$	24.03		(23.78	)%		1.59	%		(0.18	)%		1.59	%	$	30,614		40	%
June 30, 2019	$	32.28		(12.02	)%		1.55	%		(0.29	)%		1.55	%	$	50,963		40	%
June 30, 2018	$	42.75		15.76	%		1.54	%		(0.39	)%		1.54	%	$	67,840		45	%
June 30, 2017	$	41.01		30.36	%		1.55	%		(0.50	)%		1.55	%	$	85,228		110	%
Class C
Year Ended:
June 30, 2021	$	30.67		87.93	%		2.45	%		(0.95	)%		2.87	%	$	2,079		41	%
June 30, 2020	$	16.32		(24.42	)%		2.46	%		(1.09	)%		2.52	%	$	2,194		40	%
June 30, 2019	$	22.36		(12.74	)%		2.34	%		(1.07	)%		2.34	%	$	6,633		40	%
June 30, 2018	$	31.69		14.88	%		2.32	%		(1.10	)%		2.32	%	$	9,871		45	%
June 30, 2017	$	31.69		29.33	%		2.36	%		(1.28	)%		2.36	%	$	15,796		110	%
Class R
Year Ended:
June 30, 2021	$	42.35		88.56	%		2.08	%		(0.58	)%		2.43	%	$	1,955		41	%
June 30, 2020	$	22.45		(24.10	)%		2.08	%		(0.65	)%		2.33	%	$	1,990		40	%
June 30, 2019	$	30.36		(12.49	)%		2.08	%		(0.84	)%		2.41	%	$	3,038		40	%
June 30, 2018	$	40.76		15.15	%		2.08	%		(0.70	)%		2.27	%	$	3,465		45	%
June 30, 2017	$	39.49		29.67	%		2.08	%		(0.99	)%		2.56	%	$	2,291		110	%
Class Y
Year Ended:
June 30, 2021	$	50.63		90.05	%		1.31	%		0.07	%		1.31	%	$	40,600		41	%
June 30, 2020	$	26.64		(23.64	)%		1.38	%		—	%(f)		1.38	%	$	27,519		40	%
June 30, 2019	$	35.65		(11.81	)%		1.30	%		(0.06	)%		1.30	%	$	71,708		40	%
June 30, 2018	$	46.47		16.08	%		1.28	%		(0.12	)%		1.28	%	$	78,079		45	%
June 30, 2017	$	44.11		30.62	%		1.38	%		(0.30	)%		1.38	%	$	49,468		110	%
Member Class
November 3, 2020(g) through June 30, 2021	$	45.58		72.85	%		1.50	%		(1.04	)%		5.05	%	$	2,172		41	%

See notes to financial statements.

141

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 Integrity Mid-Cap Value Fund
Class A
Year Ended:
June 30, 2021	$	15.30		0.13			8.74			8.87			(0.37	)		—			(0.08	)
June 30, 2020	$	17.86		0.24			(2.70	)		(2.46	)		(0.10	)		—			—
June 30, 2019	$	19.17		0.19			(0.32	)		(0.13	)		(0.19	)		(0.99	)		—
June 30, 2018	$	17.91		0.19			1.84			2.03			(0.15	)		(0.62	)		—
June 30, 2017	$	15.43		0.03			2.45			2.48			—			—			—
Class C
Year Ended:
June 30, 2021	$	15.37		(0.05	)		8.82			8.77			(0.27	)		—			(0.06	)
November 4, 2019(e) through Jume 30, 2020	$	18.75		0.11			(3.39	)		(3.28	)		(0.10	)		—			—
Class R6
Year Ended:
June 30, 2021	$	15.47		0.19			8.85			9.04			(0.43	)		—			(0.09	)
June 30, 2020	$	18.02		0.33			(2.74	)		(2.41	)		(0.14	)		—			—
June 30, 2019	$	19.30		0.26			(0.32	)		(0.06	)		(0.23	)		(0.99	)		—
June 30, 2018	$	18.02		0.22			1.87			2.09			(0.19	)		(0.62	)		—
June 30, 2017	$	15.53		0.12			2.43			2.55			(0.06	)		—			—
Class Y
Year Ended:
June 30, 2021	$	15.44		0.06			8.94			9.00			(0.41	)		—			(0.08	)
June 30, 2020	$	18.02		0.25			(2.68	)		(2.43	)		(0.15	)		—			—
June 30, 2019	$	19.34		0.28			(0.37	)		(0.09	)		(0.24	)		(0.99	)		—
June 30, 2018	$	18.06		0.24			1.85			2.09			(0.19	)		(0.62	)		—
June 30, 2017	$	15.58		0.13			2.43			2.56			(0.08	)		—			—
Member Class
November 3, 2020(e) through June 30, 2021	$	16.94		(0.26	)		7.58			7.32			(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.

(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.

142

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 Integrity Mid-Cap Value Fund
Class A
Year Ended:
June 30, 2021		(0.45	)	$	23.72		58.66	%		1.00	%		0.64	%		1.37	%	$	12,542		67	%
June 30, 2020		(0.10	)	$	15.30		(13.90	)%		1.00	%		1.40	%		1.43	%	$	8,574		82	%
June 30, 2019		(1.18	)	$	17.86		0.36	%		1.00	%		1.05	%		1.51	%	$	7,567		73	%
June 30, 2018		(0.77	)	$	19.17		11.32	%		1.09	%		1.01	%		1.67	%	$	4,255		73	%
June 30, 2017		—		$	17.91		16.07	%		1.35	%		0.19	%		1.94	%	$	2,864		68	%
Class C
Year Ended:
June 30, 2021		(0.33	)	$	23.81		57.43	%		1.75	%		(0.25	)%		16.27	%	$	78		67	%
November 4, 2019(e) through Jume 30, 2020		(0.10	)	$	15.37		(17.55	)%		1.75	%		1.02	%		43.95	%	$	44		82	%
Class R6
Year Ended:
June 30, 2021		(0.52	)	$	23.99		59.24	%		0.60	%		0.94	%		0.88	%	$	226,652		67	%
June 30, 2020		(0.14	)	$	15.47		(13.53	)%		0.60	%		1.93	%		0.88	%	$	184,503		82	%
June 30, 2019		(1.22	)	$	18.02		0.72	%		0.60	%		1.43	%		0.94	%	$	56,232		73	%
June 30, 2018		(0.81	)	$	19.30		11.68	%		0.77	%		1.14	%		1.17	%	$	6,750		73	%
June 30, 2017		(0.06	)	$	18.02		16.42	%		0.89	%		0.71	%		3.01	%	$	1,375		68	%
Class Y
Year Ended:
June 30, 2021		(0.49	)	$	23.95		59.03	%		0.75	%		0.29	%		1.08	%	$	25,003		67	%
June 30, 2020		(0.15	)	$	15.44		(13.67	)%		0.75	%		1.46	%		1.21	%	$	9,352		82	%
June 30, 2019		(1.23	)	$	18.02		0.58	%		0.75	%		1.52	%		1.17	%	$	21,486		73	%
June 30, 2018		(0.81	)	$	19.34		11.58	%		0.84	%		1.25	%		1.13	%	$	59,866		73	%
June 30, 2017		(0.08	)	$	18.06		16.43	%		0.89	%		0.74	%		1.18	%	$	47,989		68	%
Member Class
November 3, 2020(e) through June 30, 2021		(0.18	)	$	24.08		43.46	%		0.85	%		(1.69	)%		8.67	%	$	845		67	%

See notes to financial statements.

143

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 Integrity Small-Cap Value Fund
Class A
Year Ended:
June 30, 2021	$	24.40		(0.01	)(c)		19.61			19.60			(0.03	)		—
June 30, 2020	$	32.37		0.03			(7.86	)		(7.83	)		—			(0.14	)
June 30, 2019	$	40.06		0.09			(3.59	)		(3.50	)		—			(4.19	)
June 30, 2018	$	37.70		(0.04	)		4.76			4.72			—			(2.36	)
June 30, 2017	$	30.72		(0.08	)		7.06			6.98			—			—
Class C
Year Ended:
June 30, 2021	$	20.81		(0.26	)		16.67			16.41			—			—
June 30, 2020	$	27.85		(0.17	)		(6.73	)		(6.90	)		—			(0.14	)
June 30, 2019	$	35.40		(0.13	)		(3.23	)		(3.36	)		—			(4.19	)
June 30, 2018	$	33.76		(0.24	)		4.24			4.00			—			(2.36	)
June 30, 2017	$	27.69		(0.28	)		6.35			6.07			—			—
Class R
Year Ended:
June 30, 2021	$	23.53		(0.10	)		18.92			18.82			—			—
June 30, 2020	$	31.32		(0.05	)		(7.60	)		(7.65	)		—			(0.14	)
June 30, 2019	$	39.02		(0.01	)		(3.50	)		(3.51	)		—			(4.19	)
June 30, 2018	$	36.86		(0.13	)		4.65			4.52			—			(2.36	)
June 30, 2017	$	30.11		(0.16	)		6.91			6.75			—			—
Class R6
Year Ended:
June 30, 2021	$	25.43		0.18			20.47			20.65			(0.17	)		—
June 30, 2020	$	33.70		0.19			(8.18	)		(7.99	)		(0.14	)		(0.14	)
June 30, 2019	$	41.51		0.24			(3.67	)		(3.43	)		(0.19	)		(4.19	)
June 30, 2018	$	38.86		0.18			4.92			5.10			(0.09	)		(2.36	)
June 30, 2017	$	31.60		0.12			7.28			7.40			(0.14	)		—
Class Y
Year Ended:
June 30, 2021	$	25.27		0.13			20.34			20.47			(0.12	)		—
June 30, 2020	$	33.49		0.14			(8.13	)		(7.99	)		(0.09	)		(0.14	)
June 30, 2019	$	41.25		0.21			(3.67	)		(3.46	)		(0.11	)		(4.19	)
June 30, 2018	$	38.63		0.11			4.89			5.00			(0.02	)		(2.36	)
June 30, 2017	$	31.45		0.05			7.23			7.28			(0.10	)		—

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

(d) Amount is less than 0.005%.

See notes to financial statements.

144

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)*			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Integrity Small-Cap Value Fund
Class A
Year Ended:
June 30, 2021		(0.03	)	$	43.97		80.37	%		1.50	%		(0.02	)%(d)		1.50	%	$	91,203		56	%
June 30, 2020		(0.14	)	$	24.40		(24.33	)%		1.48	%		0.10	%		1.48	%	$	79,429		80	%
June 30, 2019		(4.19	)	$	32.37		(7.16	)%		1.50	%		0.25	%		1.58	%	$	140,439		72	%
June 30, 2018		(2.36	)	$	40.06		12.55	%		1.50	%		(0.10	)%		1.54	%	$	221,775		70	%
June 30, 2017		—		$	37.70		22.72	%		1.50	%		(0.22	)%		1.52	%	$	219,113		58	%
Class C
Year Ended:
June 30, 2021		—		$	37.22		78.86	%		2.34	%		(0.89	)%		2.34	%	$	7,578		56	%
June 30, 2020		(0.14	)	$	20.81		(24.91	)%		2.25	%		(0.69	)%		2.25	%	$	5,796		80	%
June 30, 2019		(4.19	)	$	27.85		(7.79	)%		2.16	%		(0.42	)%		2.16	%	$	11,083		72	%
June 30, 2018		(2.36	)	$	35.40		11.86	%		2.13	%		(0.70	)%		2.13	%	$	16,746		70	%
June 30, 2017		—		$	33.76		21.92	%		2.16	%		(0.89	)%		2.16	%	$	27,015		58	%
Class R
Year Ended:
June 30, 2021		—		$	42.35		79.91	%		1.75	%		(0.29	)%		1.95	%	$	7,099		56	%
June 30, 2020		(0.14	)	$	23.53		(24.54	)%		1.75	%		(0.19	)%		1.86	%	$	5,303		80	%
June 30, 2019		(4.19	)	$	31.32		(7.39	)%		1.75	%		(0.03	)%		1.99	%	$	10,451		72	%
June 30, 2018		(2.36	)	$	39.02		12.29	%		1.75	%		(0.35	)%		1.89	%	$	14,952		70	%
June 30, 2017		—		$	36.86		22.42	%		1.75	%		(0.46	)%		2.06	%	$	15,317		58	%
Class R6
Year Ended:
June 30, 2021		(0.17	)	$	45.91		81.42	%		0.96	%		0.52	%		0.96	%	$	1,145,953		56	%
June 30, 2020		(0.28	)	$	25.43		(23.95	)%		0.97	%		0.64	%		0.97	%	$	984,938		80	%
June 30, 2019		(4.38	)	$	33.70		(6.67	)%		0.96	%		0.65	%		0.96	%	$	1,179,915		72	%
June 30, 2018		(2.45	)	$	41.51		13.17	%		0.95	%		0.45	%		0.95	%	$	938,831		70	%
June 30, 2017		(0.14	)	$	38.86		23.40	%		0.96	%		0.33	%		0.96	%	$	871,150		58	%
Class Y
Year Ended:
June 30, 2021		(0.12	)	$	45.62		81.13	%		1.08	%		0.36	%		1.08	%	$	765,951		56	%
June 30, 2020		(0.23	)	$	25.27		(24.04	)%		1.11	%		0.47	%		1.11	%	$	491,836		80	%
June 30, 2019		(4.30	)	$	33.49		(6.83	)%		1.12	%		0.58	%		1.12	%	$	981,688		72	%
June 30, 2018		(2.38	)	$	41.25		13.01	%		1.12	%		0.28	%		1.12	%	$	1,467,901		70	%
June 30, 2017		(0.10	)	$	38.63		23.14	%		1.15	%		0.13	%		1.15	%	$	1,329,435		58	%

See notes to financial statements.

145

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 Integrity Small/Mid-Cap Value Fund
Class A
Year Ended:
June 30, 2021	$	13.46		0.05			9.73			9.78			(0.26	)		—
June 30, 2020	$	16.70		0.10			(3.24	)		(3.14	)		(0.10	)		—
June 30, 2019	$	17.75		0.12			(0.53	)		(0.41	)		(0.12	)		(0.52	)
June 30, 2018	$	16.04		0.07			1.89			1.96			(0.05	)		(0.20	)
June 30, 2017	$	13.26		0.02			2.76			2.78			—			—
Class R6
Year Ended:
June 30, 2021	$	13.64		0.14			9.82			9.96			(0.30	)		—
June 30, 2020	$	16.91		0.15			(3.28	)		(3.13	)		(0.14	)		—
June 30, 2019	$	17.96		0.14			(0.51	)		(0.37	)		(0.16	)		(0.52	)
June 30, 2018	$	16.20		0.05			1.99			2.04			(0.08	)		(0.20	)
June 30, 2017	$	13.35		0.03			2.82			2.85			—			—
Class Y
Year Ended:
June 30, 2021	$	13.60		0.12			9.81			9.93			(0.30	)		—
June 30, 2020	$	16.86		0.14			(3.27	)		(3.13	)		(0.13	)		—
June 30, 2019	$	17.92		0.22			(0.60	)		(0.38	)		(0.16	)		(0.52	)
June 30, 2018	$	16.17		0.12			1.91			2.03			(0.08	)		(0.20	)
June 30, 2017	$	13.35		0.06			2.78			2.84			(0.02	)		—
Member Class
November 3, 2020(e) through June 30, 2021	$	14.86		(0.27	)		8.73			8.46			(0.14	)		—

(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.

(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.

146

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 Integrity Small/Mid-Cap Value Fund
Class A
Year Ended:
June 30, 2021		(0.26	)	$	22.98		73.21	%		1.13	%		0.27	%		1.68	%	$	6,589		61	%
June 30, 2020		(0.10	)	$	13.46		(18.97	)%		1.13	%		0.67	%		1.65	%	$	3,241		72	%
June 30, 2019		(0.64	)	$	16.70		(1.66	)%		1.13	%		0.70	%		1.71	%	$	3,626		67	%
June 30, 2018		(0.25	)	$	17.75		12.16	%		1.13	%		0.42	%		1.74	%	$	2,996		77	%
June 30, 2017		—		$	16.04		20.97	%		1.21	%		0.13	%		2.40	%	$	2,304		65	%
Class R6
Year Ended:
June 30, 2021		(0.30	)	$	23.30		73.68	%		0.83	%		0.72	%		0.94	%	$	143,273		61	%
June 30, 2020		(0.14	)	$	13.64		(18.70	)%		0.83	%		0.97	%		0.97	%	$	80,284		72	%
June 30, 2019		(0.68	)	$	16.91		(1.39	)%		0.83	%		0.86	%		0.96	%	$	95,286		67	%
June 30, 2018		(0.28	)	$	17.96		12.54	%		0.83	%		0.28	%		1.26	%	$	24,926		77	%
June 30, 2017		—		$	16.20		21.35	%		1.09	%		0.20	%		1.96	%	$	18		65	%
Class Y
Year Ended:
June 30, 2021		(0.30	)	$	23.23		73.61	%		0.88	%		0.66	%		0.98	%	$	56,537		61	%
June 30, 2020		(0.13	)	$	13.60		(18.73	)%		0.88	%		0.92	%		1.01	%	$	32,572		72	%
June 30, 2019		(0.68	)	$	16.86		(1.45	)%		0.88	%		1.30	%		1.03	%	$	35,927		67	%
June 30, 2018		(0.28	)	$	17.92		12.51	%		0.88	%		0.67	%		1.13	%	$	92,019		77	%
June 30, 2017		(0.02	)	$	16.17		21.25	%		0.96	%		0.38	%		1.21	%	$	53,509		65	%
Member Class
November 3, 2020(e) through June 30, 2021		(0.14	)	$	23.18		57.17	%		0.95	%		(1.84	)%		4.39	%	$	2,388		61	%

See notes to financial statements.

147

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 Munder Multi-Cap Fund
Class A
Year Ended:
June 30, 2021	$	38.28		(0.09	)		15.41			15.32			(0.03	)		—
June 30, 2020	$	38.75		0.03			0.65			0.68			(0.10	)		(1.05	)
June 30, 2019	$	44.99		0.10			0.08			0.18			—			(6.42	)
June 30, 2018	$	41.77		(0.03	)		5.71			5.68			—	(c)		(2.46	)
June 30, 2017	$	35.58		0.02			6.17			6.19			—			—
Class C
Year Ended:
June 30, 2021	$	29.35		(0.35	)		11.76			11.41			—			—
June 30, 2020	$	30.10		(0.22	)		0.52			0.30			—			(1.05	)
June 30, 2019	$	36.81		(0.16	)		(0.13	)		(0.29	)		—			(6.42	)
June 30, 2018	$	34.82		(0.34	)		4.79			4.45			—			(2.46	)
June 30, 2017	$	29.90		(0.26	)		5.18			4.92			—			—
Class Y
Year Ended:
June 30, 2021	$	42.05		0.08			16.93			17.01			(0.18	)		—
June 30, 2020	$	42.42		0.19			0.72			0.91			(0.23	)		(1.05	)
June 30, 2019	$	48.41		0.27			0.16			0.43			—			(6.42	)
June 30, 2018	$	44.62		0.14			6.11			6.25			—			(2.46	)
June 30, 2017	$	37.86		0.17			6.59			6.76			—			—

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

(d) During the year ended June 30, 2018, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.22%.

See notes to financial statements.

148

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)*			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Munder Multi-Cap Fund
Class A
Year Ended:
June 30, 2021		(0.03	)	$	53.57		40.04	%		1.35	%		(0.20	)%		1.35	%	$	393,769		70	%
June 30, 2020		(1.15	)	$	38.28		1.53	%		1.35	%		0.09	%		1.35	%	$	311,642		100	%
June 30, 2019		(6.42	)	$	38.75		2.86	%		1.36	%		0.25	%		1.36	%	$	346,180		107	%
June 30, 2018		(2.46	)	$	44.99		13.37	%(d)		1.36	%		(0.07	)%		1.36	%	$	374,259		123	%
June 30, 2017		—		$	41.77		17.40	%		1.38	%		0.04	%		1.38	%	$	341,279		109	%
Class C
Year Ended:
June 30, 2021		—		$	40.76		38.88	%		2.16	%		(1.00	)%		2.32	%	$	4,339		70	%
June 30, 2020		(1.05	)	$	29.35		0.69	%		2.18	%		(0.73	)%		2.20	%	$	5,769		100	%
June 30, 2019		(6.42	)	$	30.10		2.21	%		2.07	%		(0.48	)%		2.07	%	$	10,056		107	%
June 30, 2018		(2.46	)	$	36.81		12.48	%(d)		2.16	%		(0.91	)%		2.16	%	$	18,383		123	%
June 30, 2017		—		$	34.82		16.45	%		2.21	%		(0.80	)%		2.21	%	$	57,690		109	%
Class Y
Year Ended:
June 30, 2021		(0.18	)	$	58.88		40.51	%		0.99	%		0.16	%		0.99	%	$	40,374		70	%
June 30, 2020		(1.28	)	$	42.05		1.92	%		0.99	%		0.46	%		0.99	%	$	30,258		100	%
June 30, 2019		(6.42	)	$	42.42		3.21	%		1.00	%		0.61	%		1.00	%	$	30,776		107	%
June 30, 2018		(2.46	)	$	48.41		13.81	%(d)		1.00	%		0.29	%		1.00	%	$	33,503		123	%
June 30, 2017		—		$	44.62		17.86	%		1.01	%		0.42	%		1.01	%	$	24,032		109	%

See notes to financial statements.

149

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 S&P 500 Index Fund
Class A
Year Ended:
June 30, 2021	$	19.80		0.22		7.43		7.65		(0.24	)		(1.37	)
June 30, 2020	$	21.07		0.29		1.20		1.49		(0.28	)		(2.48	)
June 30, 2019	$	21.52		0.31		1.43		1.74		(0.33	)		(1.86	)
June 30, 2018	$	22.20		0.31		2.65		2.96		(0.31	)		(3.33	)
June 30, 2017	$	20.54		0.31		3.08		3.39		(0.34	)		(1.39	)
Class R
Year Ended:
June 30, 2021	$	19.74		0.13		7.39		7.52		(0.15	)		(1.37	)
June 30, 2020	$	21.01		0.21		1.21		1.42		(0.21	)		(2.48	)
June 30, 2019	$	21.47		0.22		1.43		1.65		(0.25	)		(1.86	)
June 30, 2018	$	22.15		0.21		2.66		2.87		(0.22	)		(3.33	)
June 30, 2017	$	20.51		0.22		3.06		3.28		(0.25	)		(1.39	)
Class Y
Year Ended:
June 30, 2021	$	19.96		0.25		7.49		7.74		(0.26	)		(1.37	)
June 30, 2020	$	21.22		0.32		1.21		1.53		(0.31	)		(2.48	)
June 30, 2019	$	21.66		0.33		1.45		1.78		(0.36	)		(1.86	)
June 30, 2018	$	22.31		0.35		2.67		3.02		(0.34	)		(3.33	)
June 30, 2017	$	20.64		0.36		3.08		3.44		(0.38	)		(1.39	)

* 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) 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.

150

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)*			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory S&P 500 Index Fund
Class A
Year Ended:
June 30, 2021		(1.61	)	$	25.84		40.00	%		0.55	%		0.97	%		0.55	%	$	194,818		3	%
June 30, 2020		(2.76	)	$	19.80		6.96	%		0.55	%		1.42	%		0.55	%	$	153,714		4	%
June 30, 2019		(2.19	)	$	21.07		9.80	%		0.53	%		1.46	%		0.53	%	$	188,004		3	%
June 30, 2018		(3.64	)	$	21.52		13.73	%		0.55	%		1.38	%		0.55	%	$	192,530		2	%
June 30, 2017		(1.73	)	$	22.20		17.16	%		0.58	%		1.47	%		0.58	%	$	192,390		4	%
Class R
Year Ended:
June 30, 2021		(1.52	)	$	25.74		39.38	%		0.95	%		0.57	%		0.95	%	$	17,907		3	%
June 30, 2020		(2.69	)	$	19.74		6.57	%		0.95	%		1.02	%		0.95	%	$	13,726		4	%
June 30, 2019		(2.11	)	$	21.01		9.31	%		0.96	%		1.04	%		0.96	%	$	14,501		3	%
June 30, 2018		(3.55	)	$	21.47		13.31	%		0.97	%		0.97	%		0.97	%	$	17,052		2	%
June 30, 2017		(1.64	)	$	22.15		16.59	%		1.03	%		1.02	%		1.03	%	$	15,487		4	%
Class Y
Year Ended:
June 30, 2021		(1.63	)	$	26.07		40.16	%		0.45	%		1.07	%		0.45	%	$	56,607		3	%
June 30, 2020		(2.79	)	$	19.96		7.07	%		0.43	%		1.56	%		0.43	%	$	46,072		4	%
June 30, 2019		(2.22	)	$	21.22		9.93	%		0.43	%		1.57	%		0.43	%	$	32,146		3	%
June 30, 2018		(3.67	)	$	21.66		13.96	%		0.39	%		1.57	%		0.39	%	$	19,932		2	%
June 30, 2017		(1.77	)	$	22.31		17.33	%		0.40	%		1.66	%		0.40	%	$	28,148		4	%

See notes to financial statements.

151

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
Victory Munder Mid-Cap Core Growth Fund
Class A
Year Ended:
June 30, 2021	$	11.76		(0.09	)		5.40			5.31			(1.66	)		(1.66	)
June 30, 2020	$	22.95		(0.07	)		0.01	(c)		(0.06	)		(11.13	)		(11.13	)
June 30, 2019	$	34.56		(0.13	)		(0.72	)		(0.85	)		(10.76	)		(10.76	)
June 30, 2018	$	37.21		(0.11	)		4.55			4.44			(7.09	)		(7.09	)
June 30, 2017	$	35.99		(0.08	)		5.79			5.71			(4.49	)		(4.49	)
Class C
Year Ended:
June 30, 2021	$	4.90		(0.07	)		2.08			2.01			(1.66	)		(1.66	)
June 30, 2020	$	15.96		(0.10	)		0.17	(c)		0.07			(11.13	)		(11.13	)
June 30, 2019	$	27.98		(0.23	)		(1.03	)		(1.26	)		(10.76	)		(10.76	)
June 30, 2018	$	31.54		(0.29	)		3.82			3.53			(7.09	)		(7.09	)
June 30, 2017	$	31.34		(0.27	)		4.96			4.69			(4.49	)		(4.49	)
Class R
Year Ended:
June 30, 2021	$	9.98		(0.11	)		4.54			4.43			(1.66	)		(1.66	)
June 30, 2020	$	21.16		(0.09	)		0.04	(c)		(0.05	)		(11.13	)		(11.13	)
June 30, 2019	$	32.91		(0.20	)		(0.79	)		(0.99	)		(10.76	)		(10.76	)
June 30, 2018	$	35.82		(0.20	)		4.38			4.18			(7.09	)		(7.09	)
June 30, 2017	$	34.89		(0.16	)		5.58			5.42			(4.49	)		(4.49	)
Class R6
Year Ended:
June 30, 2021	$	14.80		(0.04	)		6.89			6.85			(1.66	)		(1.66	)
June 30, 2020	$	26.00		—	(d)		(0.07	)		(0.07	)		(11.13	)		(11.13	)
June 30, 2019	$	37.36		—	(d)		(0.60	)		(0.60	)		(10.76	)		(10.76	)
June 30, 2018	$	39.55		0.06			4.84			4.90			(7.09	)		(7.09	)
June 30, 2017	$	37.82		0.10			6.12			6.22			(4.49	)		(4.49	)
Class Y
Year Ended:
June 30, 2021	$	14.15		(0.05	)		6.56			6.51			(1.66	)		(1.66	)
June 30, 2020	$	25.37		(0.04	)		(0.05	)		(0.09	)		(11.13	)		(11.13	)
June 30, 2019	$	36.79		(0.07	)		(0.59	)		(0.66	)		(10.76	)		(10.76	)
June 30, 2018	$	39.10		(0.01	)		4.79			4.78			(7.09	)		(7.09	)
June 30, 2017	$	37.51		0.02			6.06			6.08			(4.49	)		(4.49	)

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

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

(c) 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.

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

See notes to financial statements.

152

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)			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Munder Mid-Cap Core Growth Fund
Class A
Year Ended:
June 30, 2021	$	15.41		47.52	%		1.27	%		(0.62	)%		1.27	%	$	216,453		103	%
June 30, 2020	$	11.76		(3.04	)%		1.29	%		(0.40	)%		1.29	%	$	186,571		86	%
June 30, 2019	$	22.95		4.18	%		1.28	%		(0.49	)%		1.28	%	$	292,120		82	%
June 30, 2018	$	34.56		12.08	%		1.28	%		(0.29	)%		1.28	%	$	575,926		50	%
June 30, 2017	$	37.21		17.18	%		1.31	%		(0.21	)%		1.31	%	$	657,496		55	%
Class C
Year Ended:
June 30, 2021	$	5.25		46.51	%		2.06	%		(1.40	)%		2.06	%	$	9,806		103	%
June 30, 2020	$	4.90		(3.82	)%		2.03	%		(1.15	)%		2.03	%	$	14,053		86	%
June 30, 2019	$	15.96		3.51	%		1.94	%		(1.14	)%		1.94	%	$	26,825		82	%
June 30, 2018	$	27.98		11.28	%		1.96	%		(0.94	)%		1.96	%	$	52,210		50	%
June 30, 2017	$	31.54		16.43	%		1.97	%		(0.88	)%		1.97	%	$	148,305		55	%
Class R
Year Ended:
June 30, 2021	$	12.75		47.15	%		1.57	%		(0.92	)%		1.69	%	$	13,463		103	%
June 30, 2020	$	9.98		(3.28	)%		1.57	%		(0.68	)%		1.67	%	$	12,943		86	%
June 30, 2019	$	21.16		3.85	%		1.57	%		(0.79	)%		1.69	%	$	18,438		82	%
June 30, 2018	$	32.91		11.79	%		1.57	%		(0.58	)%		1.65	%	$	25,939		50	%
June 30, 2017	$	35.82		16.87	%		1.57	%		(0.47	)%		1.64	%	$	32,913		55	%
Class R6
Year Ended:
June 30, 2021	$	19.99		48.19	%		0.87	%		(0.21	)%		0.87	%	$	98,852		103	%
June 30, 2020	$	14.80		(2.60	)%		0.86	%		0.01	%		0.86	%	$	113,104		86	%
June 30, 2019	$	26.00		4.57	%		0.87	%		(0.01	)%		0.87	%	$	310,949		82	%
June 30, 2018	$	37.36		12.56	%		0.84	%		0.15	%		0.84	%	$	685,568		50	%
June 30, 2017	$	39.55		17.73	%		0.85	%		0.26	%		0.85	%	$	761,607		55	%
Class Y
Year Ended:
June 30, 2021	$	19.00		48.00	%		0.98	%		(0.33	)%		0.98	%	$	242,860		103	%
June 30, 2020	$	14.15		(2.76	)%		1.04	%		(0.18	)%		1.04	%	$	257,692		86	%
June 30, 2019	$	25.37		4.47	%		1.02	%		(0.22	)%		1.02	%	$	810,261		82	%
June 30, 2018	$	36.79		12.38	%		1.01	%		(0.02	)%		1.01	%	$	2,240,305		50	%
June 30, 2017	$	39.10		17.49	%		1.04	%		0.06	%		1.05	%	$	2,345,812		55	%

See notes to financial statements.

153

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 Munder Small Cap Growth Fund
Class A
Year Ended:
June 30, 2021	$	14.13		(0.16	)		7.85		7.69		(0.02	)		(1.42	)
June 30, 2020	$	13.39		(0.09	)		1.88		1.79		—			(1.05	)
June 30, 2019	$	13.81		(0.12	)		1.12		1.00		—			(1.42	)
June 30, 2018	$	11.14		(0.10	)		2.84		2.74		—			(0.07	)
June 30, 2017	$	8.59		(0.05	)		2.60		2.55		—			—
Class I
Year Ended:
June 30, 2021	$	14.35		(0.11	)		7.98		7.87		(0.05	)		(1.42	)
June 30, 2020	$	13.56		(0.05	)		1.89		1.84		—			(1.05	)
June 30, 2019	$	13.92		(0.09	)		1.15		1.06		—			(1.42	)
June 30, 2018	$	11.21		(0.07	)		2.85		2.78		—			(0.07	)
June 30, 2017	$	8.62		(0.01	)		2.60		2.59		—			—
Class Y
Year Ended:
June 30, 2021	$	14.20		(0.13	)		7.89		7.76		(0.03	)		(1.42	)
June 30, 2020	$	13.44		(0.06	)		1.87		1.81		—			(1.05	)
June 30, 2019	$	13.88		(0.11	)		1.09		0.98		—			(1.42	)
June 30, 2018	$	11.18		(0.09	)		2.86		2.77		—			(0.07	)
June 30, 2017	$	8.61		(0.02	)		2.59		2.57		—			—

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

(b) 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.

154

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)			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Munder Small Cap Growth Fund
Class A
Year Ended:
June 30, 2021		(1.44	)	$	20.38		56.27	%		1.40	%		(0.89	)%		2.09	%	$	614		28	%
June 30, 2020		(1.05	)	$	14.13		13.64	%		1.40	%		(0.67	)%		2.26	%	$	359		56	%
June 30, 2019		(1.42	)	$	13.39		10.06	%		1.40	%		(0.90	)%		2.31	%	$	189		108	%
June 30, 2018		(0.07	)	$	13.81		24.73	%		1.40	%		(0.86	)%		2.69	%	$	174		62	%
June 30, 2017		—		$	11.14		29.69	%		1.40	%		(0.52	)%		4.67	%	$	83		56	%
Class I
Year Ended:
June 30, 2021		(1.47	)	$	20.75		56.71	%		1.15	%		(0.64	)%		1.22	%	$	16,328		28	%
June 30, 2020		(1.05	)	$	14.35		13.85	%		1.15	%		(0.39	)%		1.32	%	$	10,370		56	%
June 30, 2019		(1.42	)	$	13.56		10.44	%		1.15	%		(0.65	)%		1.17	%	$	9,034		108	%
June 30, 2018		(0.07	)	$	13.92		24.94	%		1.15	%		(0.61	)%		1.31	%	$	7,518		62	%
June 30, 2017		—		$	11.21		30.05	%		1.15	%		(0.12	)%		1.37	%	$	6,049		56	%
Class Y
Year Ended:
June 30, 2021		(1.45	)	$	20.51		56.57	%		1.25	%		(0.74	)%		1.85	%	$	158		28	%
June 30, 2020		(1.05	)	$	14.20		13.74	%		1.25	%		(0.49	)%		2.84	%	$	87		56	%
June 30, 2019		(1.42	)	$	13.44		9.84	%		1.25	%		(0.77	)%		1.45	%	$	77		108	%
June 30, 2018		(0.07	)	$	13.88		24.92	%		1.25	%		(0.71	)%		2.98	%	$	70		62	%
June 30, 2017		—		$	11.18		29.85	%		1.25	%		(0.22	)%		3.98	%	$	56		56	%

See notes to financial statements.

155

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 Trivalent International Fund-Core Equity
Class A
Year Ended:
June 30, 2021	$	6.49		0.18		1.77			1.95			(0.09	)		—
June 30, 2020	$	6.87		0.12		(0.44	)		(0.32	)		(0.06	)		—
June 30, 2019	$	7.28		0.14		(0.30	)		(0.16	)		(0.13	)		(0.12	)
June 30, 2018	$	7.21		0.13		0.44			0.57			(0.13	)		(0.37	)
June 30, 2017	$	6.18		0.08		1.07			1.15			(0.12	)		—
Class C
Year Ended:
June 30, 2021	$	6.46		0.12		1.76			1.88			(0.01	)		—
June 30, 2020	$	6.84		0.06		(0.43	)		(0.37	)		(0.01	)		—
June 30, 2019	$	7.22		0.08		(0.27	)		(0.19	)		(0.07	)		(0.12	)
June 30, 2018	$	7.16		0.05		0.45			0.50			(0.07	)		(0.37	)
June 30, 2017	$	6.14		0.03		1.07			1.10			(0.08	)		—
Class I
Year Ended:
June 30, 2021	$	6.53		0.21		1.78			1.99			(0.12	)		—
June 30, 2020	$	6.90		0.14		(0.43	)		(0.29	)		(0.08	)		—
June 30, 2019	$	7.29		0.17		(0.30	)		(0.13	)		(0.14	)		(0.12	)
June 30, 2018	$	7.23		0.24		0.34			0.58			(0.15	)		(0.37	)
June 30, 2017	$	6.20		0.12		1.06			1.18			(0.15	)		—
Class R6
Year Ended:
June 30, 2021	$	6.57		0.21		1.78			1.99			(0.11	)		—
June 30, 2020	$	6.92		0.14		(0.43	)		(0.29	)		(0.06	)		—
June 30, 2019	$	7.31		0.17		(0.29	)		(0.12	)		(0.15	)		(0.12	)
June 30, 2018	$	7.23		0.21		0.39			0.60			(0.15	)		(0.37	)
June 30, 2017	$	6.21		0.11		1.07			1.18			(0.16	)		—
Class Y
Year Ended:
June 30, 2021	$	6.48		0.20		1.77			1.97			(0.11	)		—
June 30, 2020	$	6.87		0.13		(0.44	)		(0.31	)		(0.08	)		—
June 30, 2019	$	7.26		0.15		(0.28	)		(0.13	)		(0.14	)		(0.12	)
June 30, 2018	$	7.20		0.12		0.46			0.58			(0.15	)		(0.37	)
June 30, 2017	$	6.17		0.09		1.08			1.17			(0.14	)		—

* 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) 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.

156

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)*			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Trivalent International Fund-Core Equity
Class A
Year Ended:
June 30, 2021		(0.09	)	$	8.35		30.28	%		0.95	%		2.32	%		1.76	%	$	5,379		47	%
June 30, 2020		(0.06	)	$	6.49		(4.72	)%		0.95	%		1.73	%		1.84	%	$	4,550		49	%
June 30, 2019		(0.25	)	$	6.87		(1.69	)%		0.95	%		2.08	%		1.96	%	$	5,347		56	%
June 30, 2018		(0.50	)	$	7.28		7.74	%		1.11	%		1.71	%		1.91	%	$	8,620		51	%
June 30, 2017		(0.12	)	$	7.21		18.95	%		1.38	%		1.22	%		2.27	%	$	5,658		91	%
Class C
Year Ended:
June 30, 2021		(0.01	)	$	8.33		29.09	%		1.70	%		1.59	%		12.66	%	$	108		47	%
June 30, 2020		(0.01	)	$	6.46		(5.48	)%		1.70	%		0.87	%		6.44	%	$	204		49	%
June 30, 2019		(0.19	)	$	6.84		(2.19	)%		1.70	%		1.22	%		5.22	%	$	335		56	%
June 30, 2018		(0.44	)	$	7.22		6.81	%		1.87	%		0.64	%		3.61	%	$	449		51	%
June 30, 2017		(0.08	)	$	7.16		18.01	%		2.14	%		0.42	%		2.97	%	$	773		91	%
Class I
Year Ended:
June 30, 2021		(0.12	)	$	8.40		30.65	%		0.60	%		2.69	%		1.42	%	$	3,303		47	%
June 30, 2020		(0.08	)	$	6.53		(4.36	)%		0.60	%		2.12	%		1.54	%	$	2,579		49	%
June 30, 2019		(0.26	)	$	6.90		(1.19	)%		0.60	%		2.48	%		1.76	%	$	2,268		56	%
June 30, 2018		(0.52	)	$	7.29		8.07	%		0.72	%		3.17	%		2.67	%	$	2,575		51	%
June 30, 2017		(0.15	)	$	7.23		19.47	%		0.90	%		1.84	%		6.48	%	$	378		91	%
Class R6
Year Ended:
June 30, 2021		(0.11	)	$	8.45		30.57	%		0.55	%		2.75	%		1.00	%	$	204,691		47	%
June 30, 2020		(0.06	)	$	6.57		(4.34	)%		0.55	%		2.06	%		1.01	%	$	119,275		49	%
June 30, 2019		(0.27	)	$	6.92		(1.12	)%		0.55	%		2.53	%		1.45	%	$	5,661		56	%
June 30, 2018		(0.52	)	$	7.31		8.14	%		0.71	%		2.71	%		1.71	%	$	5,975		51	%
June 30, 2017		(0.16	)	$	7.23		19.39	%		0.91	%		1.63	%		2.44	%	$	1,628		91	%
Class Y
Year Ended:
June 30, 2021		(0.11	)	$	8.34		30.62	%		0.70	%		2.59	%		1.19	%	$	8,574		47	%
June 30, 2020		(0.08	)	$	6.48		(4.60	)%		0.70	%		1.95	%		1.32	%	$	6,532		49	%
June 30, 2019		(0.26	)	$	6.87		(1.34	)%		0.70	%		2.26	%		1.40	%	$	8,482		56	%
June 30, 2018		(0.52	)	$	7.26		8.01	%		0.87	%		1.62	%		1.49	%	$	9,712		51	%
June 30, 2017		(0.14	)	$	7.20		19.28	%		1.14	%		1.39	%		1.58	%	$	14,086		91	%

See notes to financial statements.

157

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 Trivalent International Small-Cap Fund
Class A
Year Ended:
June 30, 2021	$	12.83		0.14			5.07			5.21			—			—
June 30, 2020	$	13.02		0.06			(0.02	)		0.04			(0.23	)		—
June 30, 2019	$	14.46		0.13			(1.22	)		(1.09	)		(0.09	)		(0.26	)
June 30, 2018	$	12.87		0.10			1.72			1.82			(0.15	)		(0.08	)
June 30, 2017	$	10.67		0.11			2.22			2.33			(0.13	)		—
Class C
Year Ended:
June 30, 2021	$	12.51		0.04			4.91			4.95			—			—
June 30, 2020	$	12.71		(0.03	)		(0.03	)		(0.06	)		(0.14	)		—
June 30, 2019	$	14.12		0.02			(1.17	)		(1.15	)		—			(0.26	)
June 30, 2018	$	12.58		—	(c)		1.67			1.67			(0.05	)		(0.08	)
June 30, 2017	$	10.42		0.02			2.18			2.20			(0.04	)		—
Class I
Year Ended:
June 30, 2021	$	12.94		0.25			5.07			5.32			(0.07	)		—
June 30, 2020	$	13.13		0.11			(0.02	)		0.09			(0.28	)		—
June 30, 2019	$	14.58		0.18			(1.23	)		(1.05	)		(0.14	)		(0.26	)
June 30, 2018	$	12.96		0.18			1.71			1.89			(0.19	)		(0.08	)
June 30, 2017	$	10.75		0.17			2.21			2.38			(0.17	)		—
Class R6
Year Ended:
June 30, 2021	$	13.00		0.23			5.09			5.32			(0.06	)		—
June 30, 2020	$	13.19		0.12			(0.04	)		0.08			(0.27	)		—
June 30, 2019	$	14.65		0.17			(1.24	)		(1.07	)		(0.13	)		(0.26	)
June 30, 2018	$	13.02		0.15			1.73			1.88			(0.17	)		(0.08	)
June 30, 2017	$	10.80		0.18			2.20			2.38			(0.16	)		—
Class Y
Year Ended:
June 30, 2021	$	12.88		0.22			5.05			5.27			(0.05	)		—
June 30, 2020	$	13.07		0.10			(0.03	)		0.07			(0.26	)		—
June 30, 2019	$	14.52		0.16			(1.22	)		(1.06	)		(0.13	)		(0.26	)
June 30, 2018	$	12.91		0.15			1.71			1.86			(0.17	)		(0.08	)
June 30, 2017	$	10.71		0.15			2.21			2.36			(0.16	)		—

* 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) 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.

158

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)*			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)
Victory Trivalent International Small-Cap Fund
Class A
Year Ended:
June 30, 2021		—		$	18.04		40.61	%		1.35	%		0.91	%		1.63	%	$	93,832		64	%
June 30, 2020		(0.23	)	$	12.83		0.15	%		1.35	%		0.47	%		1.63	%	$	108,115		52	%
June 30, 2019		(0.35	)	$	13.02		(7.12	)%		1.35	%		1.02	%		1.59	%	$	137,665		54	%
June 30, 2018		(0.23	)	$	14.46		14.14	%		1.35	%		0.68	%		1.56	%	$	122,933		62	%
June 30, 2017		(0.13	)	$	12.87		22.04	%		1.35	%		0.99	%		1.52	%	$	92,295		55	%
Class C
Year Ended:
June 30, 2021		—		$	17.46		39.57	%		2.10	%		0.26	%		2.41	%	$	4,945		64	%
June 30, 2020		(0.14	)	$	12.51		(0.65	)%		2.10	%		(0.28	)%		2.42	%	$	4,327		52	%
June 30, 2019		(0.26	)	$	12.71		(7.78	)%		2.10	%		0.15	%		2.42	%	$	4,909		54	%
June 30, 2018		(0.13	)	$	14.12		13.28	%		2.10	%		(0.03	)%		2.36	%	$	6,211		62	%
June 30, 2017		(0.04	)	$	12.58		21.14	%		2.10	%		0.17	%		2.47	%	$	5,161		55	%
Class I
Year Ended:
June 30, 2021		(0.07	)	$	18.19		41.16	%		0.95	%		1.52	%		1.17	%	$	2,003,337		64	%
June 30, 2020		(0.28	)	$	12.94		0.54	%		0.95	%		0.88	%		1.18	%	$	1,014,425		52	%
June 30, 2019		(0.40	)	$	13.13		(6.69	)%		0.95	%		1.41	%		1.16	%	$	955,568		54	%
June 30, 2018		(0.27	)	$	14.58		14.60	%		0.95	%		1.22	%		1.14	%	$	866,643		62	%
June 30, 2017		(0.17	)	$	12.96		22.45	%		0.95	%		1.45	%		1.16	%	$	539,822		55	%
Class R6
Year Ended:
June 30, 2021		(0.06	)	$	18.26		41.06	%		1.03	%		1.43	%		1.03	%	$	133,486		64	%
June 30, 2020		(0.27	)	$	13.00		0.36	%		1.06	%		0.94	%		1.06	%	$	73,480		52	%
June 30, 2019		(0.39	)	$	13.19		(6.86	)%		1.08	%		1.31	%		1.08	%	$	42,975		54	%
June 30, 2018		(0.25	)	$	14.65		14.49	%		1.08	%		1.01	%		1.08	%	$	39,497		62	%
June 30, 2017		(0.16	)	$	13.02		22.28	%		1.10	%		1.50	%		1.16	%	$	30,033		55	%
Class Y
Year Ended:
June 30, 2021		(0.05	)	$	18.10		40.96	%		1.10	%		1.35	%		1.13	%	$	1,099,890		64	%
June 30, 2020		(0.26	)	$	12.88		0.41	%		1.10	%		0.75	%		1.19	%	$	663,638		52	%
June 30, 2019		(0.39	)	$	13.07		(6.88	)%		1.10	%		1.21	%		1.18	%	$	666,547		54	%
June 30, 2018		(0.25	)	$	14.52		14.45	%		1.10	%		1.05	%		1.19	%	$	756,933		62	%
June 30, 2017		(0.16	)	$	12.91		22.27	%		1.10	%		1.26	%		1.32	%	$	450,441		55	%

See notes to financial statements.

159

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 INCORE Total Return Bond Fund
Class A
Year Ended:
June 30, 2021	$	9.91		0.15		0.01			0.16			(0.23	)		(0.23	)
June 30, 2020	$	9.46		0.20		0.50			0.70			(0.25	)		(0.25	)
June 30, 2019	$	9.21		0.21		0.32			0.53			(0.28	)		(0.28	)
June 30, 2018	$	9.54		0.20		(0.24	)		(0.04	)		(0.29	)		(0.29	)
June 30, 2017	$	9.79		0.23		(0.14	)		0.09			(0.34	)		(0.34	)
Class C
Year Ended:
June 30, 2021	$	9.99		0.08		0.01			0.09			(0.16	)		(0.16	)
June 30, 2020	$	9.53		0.12		0.52			0.64			(0.18	)		(0.18	)
June 30, 2019	$	9.28		0.15		0.31			0.46			(0.21	)		(0.21	)
June 30, 2018	$	9.60		0.14		(0.25	)		(0.11	)		(0.21	)		(0.21	)
June 30, 2017	$	9.86		0.15		(0.14	)		0.01			(0.27	)		(0.27	)
Class R6
Year Ended:
June 30, 2021	$	9.94		0.17		0.02			0.19			(0.26	)		(0.26	)
June 30, 2020	$	9.48		0.22		0.51			0.73			(0.27	)		(0.27	)
June 30, 2019	$	9.23		0.24		0.31			0.55			(0.30	)		(0.30	)
June 30, 2018	$	9.55		0.22		(0.23	)		(0.01	)		(0.31	)		(0.31	)
June 30, 2017	$	9.81		0.25		(0.14	)		0.11			(0.37	)		(0.37	)
Class Y
Year Ended:
June 30, 2021	$	9.94		0.17		0.02			0.19			(0.26	)		(0.26	)
June 30, 2020	$	9.47		0.22		0.52			0.74			(0.27	)		(0.27	)
June 30, 2019	$	9.23		0.24		0.30			0.54			(0.30	)		(0.30	)
June 30, 2018	$	9.55		0.23		(0.24	)		(0.01	)		(0.31	)		(0.31	)
June 30, 2017	$	9.81		0.25		(0.14	)		0.11			(0.37	)		(0.37	)

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

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

(c) Portfolio turnover rates excluding mortgage dollar roll transactions were 103% and 57% for the years ended June 30, 2018 and June 30, 2017, respectively.

See notes to financial statements.

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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)			Net Expenses			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(b)(c)
Victory INCORE Total Return Bond Fund
Class A
Year Ended:
June 30, 2021	$	9.84		1.67	%		0.85	%		1.51	%		1.16	%	$	9,380		79	%
June 30, 2020	$	9.91		7.57	%		0.85	%		2.03	%		1.11	%	$	11,472		74	%
June 30, 2019	$	9.46		5.77	%		0.85	%		2.32	%		1.09	%	$	12,248		150	%
June 30, 2018	$	9.21		(0.49	)%		0.85	%		2.15	%		1.11	%	$	12,592		110	%
June 30, 2017	$	9.54		0.97	%		0.85	%		2.35	%		1.07	%	$	14,569		210	%
Class C
Year Ended:
June 30, 2021	$	9.92		0.91	%		1.60	%		0.80	%		3.68	%	$	451		79	%
June 30, 2020	$	9.99		6.76	%		1.60	%		1.27	%		3.54	%	$	727		74	%
June 30, 2019	$	9.53		5.05	%		1.60	%		1.67	%		3.12	%	$	574		150	%
June 30, 2018	$	9.28		(1.12	)%		1.60	%		1.43	%		2.31	%	$	973		110	%
June 30, 2017	$	9.60		0.13	%		1.60	%		1.60	%		1.61	%	$	2,073		210	%
Class R6
Year Ended:
June 30, 2021	$	9.87		1.93	%		0.58	%		1.73	%		0.61	%	$	26,970		79	%
June 30, 2020	$	9.94		7.94	%		0.58	%		2.30	%		0.59	%	$	25,999		74	%
June 30, 2019	$	9.48		6.05	%		0.57	%		2.61	%		0.57	%	$	24,929		150	%
June 30, 2018	$	9.23		(0.12	)%		0.58	%		2.37	%		0.62	%	$	25,438		110	%
June 30, 2017	$	9.55		1.19	%		0.58	%		2.63	%		0.91	%	$	6,698		210	%
Class Y
Year Ended:
June 30, 2021	$	9.87		1.91	%		0.60	%		1.74	%		0.64	%	$	31,032		79	%
June 30, 2020	$	9.94		7.92	%		0.60	%		2.28	%		0.62	%	$	33,455		74	%
June 30, 2019	$	9.47		5.99	%		0.60	%		2.63	%		0.63	%	$	31,026		150	%
June 30, 2018	$	9.23		(0.13	)%		0.59	%		2.43	%		0.59	%	$	52,633		110	%
June 30, 2017	$	9.55		1.17	%		0.60	%		2.61	%		0.62	%	$	76,263		210	%

See 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 11 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 Integrity Discovery Fund	Integrity Discovery Fund	Classes A, C, R, Y and Member Class*
Victory Integrity Mid-Cap Value Fund	Integrity Mid-Cap Value Fund	Classes A, C, R6, Y and Member Class*
Victory Integrity Small-Cap Value Fund	Integrity Small-Cap Value Fund	Classes A, C, R, R6 and Y
Victory Integrity Small/Mid-Cap Value Fund	Integrity Small/Mid-Cap Value Fund	Classes A, R6, Y and Member Class*
Victory Munder Multi-Cap Fund	Munder Multi-Cap Fund	Classes A, C and Y
Victory S&P 500 Index Fund	S&P 500 Index Fund	Classes A, R, and Y
Victory Munder Mid-Cap Core Growth Fund	Munder Mid-Cap Core Growth Fund	Classes A, C, R, R6, and Y
Victory Munder Small Cap Growth Fund	Munder Small Cap Growth Fund	Classes A, I and Y
Victory Trivalent International Fund-Core Equity	Trivalent International Fund-Core Equity	Classes A, C, R6, Y and I
Victory Trivalent International Small-Cap Fund	Trivalent International Small-Cap Fund	Classes A, C, R6, Y and I
Victory INCORE Total Return Bond Fund	INCORE Total Return Bond Fund	Classes A, C, R6 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 Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

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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)

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

Investments in open-end investment companies are valued at net asset value ("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.

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.

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.

Options are generally valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices. 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 Funds' NAV to be more reliable than it otherwise would be.

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

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

	Level 1		Level 2		Level 3		Total
Integrity Discovery Fund
Common Stocks	$	90,399	$	—	$	—	$	90,399
Collateral for Securities Loaned		10,095		—		—		10,095
Total	$	100,494	$	—	$	—	$	100,494
Integrity Mid-Cap Value Fund
Common Stocks	$	262,526	$	—	$	—	$	262,526
Collateral for Securities Loaned		3,057		—		—		3,057
Total	$	265,583	$	—	$	—	$	265,583
Integrity Small-Cap Value Fund
Common Stocks	$	1,979,759	$	—	$	—	$	1,979,759
Collateral for Securities Loaned		75,378		—		—		75,378
Total	$	2,055,137	$	—	$	—	$	2,055,137
Integrity Small/Mid-Cap Value Fund
Common Stocks	$	205,760	$	—	$	—	$	205,760
Collateral for Securities Loaned		4,777		—		—		4,777
Total	$	210,537	$	—	$	—	$	210,537
Munder Multi-Cap Fund
Common Stocks	$	425,599	$	—	$	—	$	425,599
Exchange-Traded Funds		8,982		—		—		8,982
Collateral for Securities Loaned		6,622		—		—		6,622
Total	$	441,203	$	—	$	—	$	441,203
S&P 500 Index Fund
Common Stocks	$	266,763	$	—	$	—	$	266,763
Collateral for Securities Loaned		862		—		—		862
Total	$	267,625	$	—	$	—	$	267,625
Other Financial Investments^:
Assets:
Futures Contracts	$	48	$	—	$	—	$	48
Total	$	48	$	—	$	—	$	48
Munder Mid-Cap Core Growth Fund
Common Stocks	$	562,356	$	—	$	—	$	562,356
Exchange-Traded Funds		15,271		—		—		15,271
Collateral for Securities Loaned		15,017		—		—		15,017
Total	$	592,644	$	—	$	—	$	592,644
Munder Small Cap Growth Fund
Common Stocks	$	17,013	$	—	$	—	$	17,013
Warrants		33		—		—		33
Collateral for Securities Loaned		2,301		—		—		2,301
Total	$	19,347	$	—	$	—	$	19,347

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	Level 1			Level 2			Level 3		Total
Trivalent International Fund-Core Equity
Common Stocks	$	19,236		$	196,098		$	—	$	215,334
Rights		36			—			—		36
Exchange-Traded Funds		3,316			—			—		3,316
Collateral for Securities Loaned		8,734			—			—		8,734
Total	$	31,322		$	196,098		$	—	$	227,420
Trivalent International Small-Cap Fund
Common Stocks	$	355,409		$	2,917,885		$	—	$	3,273,294
Exchange-Traded Funds		24,821			—			—		24,821
Collateral for Securities Loaned		90,483			—			—		90,483
Total	$	470,713		$	2,917,885		$	—	$	3,388,598
INCORE Total Return Bond Fund
Asset-Backed Securities	$	—		$	2,258		$	—	$	2,258
Collateralized Mortgage Obligations		—			854			—		854
Preferred Stocks		2,110			287			—		2,397
Corporate Bonds		—			35,287			—		35,287
Residential Mortgage-Backed Securities		—			90			—		90
Yankee Dollars		—			6,269			—		6,269
U.S. Government Mortgage- Backed Agencies		—			11,986			—		11,986
U.S. Treasury Obligations		—			5,735			—		5,735
Collateral for Securities Loaned		3,178			—			—		3,178
Total	$	5,288		$	62,766		$	—	$	68,054
Other Financial Investments^:
Assets:
Credit Default Swap Agreements		—			—	(a)		—		—	(a)
Futures Contracts		69			—			—		69
Liabilities:
Futures Contracts		(45	)		—			—		(45	)
Total	$	24		$	—	(a)	$	—	$	24

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

(a) Amount is less than $1 thousand.

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

As of June 30, 2021, there were no significant Level 3 holdings 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 performance and dividend yield of a particular domestic or foreign market index. The Funds may

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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.

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.

Foreign Exchange Currency Contracts:

The Funds may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by a Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Funds do not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Funds' foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. 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.

Derivative Instruments:

Options Transactions:

The Funds may purchase or sell options to aid in hedging against equity price risk incurred in the normal course of pursuing its investment objective. When a Fund writes a call option, an amount equal

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to the premium received is included as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As a writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.

The Funds may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Funds' portfolio. If such a decline occurs, the put options will permit the Funds to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Funds upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Funds. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Funds, the benefits realized by the Funds as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Funds since these options are exchange-traded. The collateral held by the Funds, if any, is presented on the Schedules of Portfolio Investments.

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 Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Funds is reflected on the Statements of Assets and Liabilities under Deposit with brokers for futures contracts. As of June 30, 2021, the S&P 500 Index Fund and INCORE Total Return Bond Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Credit Derivatives:

The INCORE Total Return Bond Fund may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund 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

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subject the Fund to greater volatility than investments in more traditional securities, as described in the Funds' Statements 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 Fund may enter into CDS agreements either as a buyer or seller. The Fund 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 Fund 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 Fund bears 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 Fund may also enter into cleared swaps.

Upon entering into a cleared CDS, the Fund 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 Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for which the Fund is the seller 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 Fund 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 brokers for swap agreements.

The INCORE Total Return Bond Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the period.

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

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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 (amounts in thousands), 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.

	Gross Amounts of Recognized Assets			Gross Amounts Available for Offset		Net Amounts Presented in the Statements of Assets and Liabilities			Financial Instruments for offset			Cash Collateral Received		Net Amount
S&P 500 Index Fund
Futures Contracts — Goldman Sachs & Co	$	4		$	—	$	4		$	—		$	—	$	4
INCORE Total Return Bond Fund
Futures Contracts — Goldman Sachs & Co		17			—		17			(7	)		—		10
Swap Agreements — Goldman Sachs & Co		—	(a)		—		—	(a)		—			—		—	(a)
	Gross Amounts of Recognized Liabilities			Gross Amounts Available for Offset		Net Amounts Presented in the Statements of Assets and Liabilities			Financial Instruments for offset			Cash Collateral Pledged*		Net Amount
INCORE Total Return Bond Fund
Futures Contracts — Goldman Sachs & Co	$	7		$	—	$	7		$	(7	)	$	—	$	—

* 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.

(a) Amount is less than $1 thousand.

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 (amounts in thousands):

	Assets					Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Receivable on Open Swap Agreements*			Variation Margin Payable on Open Futures Contracts*		Variation Margin Payable on Open Swap Agreements*
Equity Risk Exposure:
S&P Index 500 Fund	$	48	$	—		$	—	$	—
Credit Risk Exposure
INCORE Total Return Bond Fund		—		—	(a)		—		—
Interest Rate Risk Exposure:
INCORE Total Return Bond Fund		69		—			45		—

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

(a) Amount is less than $1 thousand.

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The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended June 30, 2021 (amounts in thousands):

	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
Equity Risk Exposure:
S&P 500 Index Fund	$	481		$	—	$	51	$	—
Credit Risk Exposure:
INCORE Total Return Bond Fund		—			68		—		—	(a)
Interest Rate Risk Exposure:
INCORE Total Return Bond Fund		(198	)		—		31		—

(a) Amount is less than $1 thousand.

The underlying face value of open derivative positions relative to each Fund's net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year.

Investment Transactions and Related Income:

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

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disclosed on the Statements of Operations. Although risk is mitigated by the collateral, the Funds 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 (amounts in thousands) 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
Integrity Discovery Fund	$	9,867	$	9,867	$	—	$	—	$	—	$	—
Integrity Mid-Cap Value Fund		3,034		3,034		—		—		—		—
Integrity Small-Cap Value Fund		72,736		72,736		—		—		—		—
Integrity Small/Mid-Cap Value Fund		4,621		4,621		—		—		—		—
Munder Multi-Cap Fund		6,321		6,321		—		—		—		—
S&P 500 Index Fund		845		845		—		—		—		—
Munder Mid-Cap Core Growth Fund		14,738		14,738		—		—		—		—
Munder Small Cap Growth Fund		2,261		2,261		—		—		—		—
Trivalent International Fund — Core Equity		8,250		8,250		—		—		—		—
Trivalent International Small-Cap Fund		83,952		83,952		—		—		—		—
INCORE Total Return Bond Fund		3,089		3,089		—		—		—		—

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

Foreign Currency Translations:

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

Mortgage Dollar Rolls:

The INCORE Total Return Bond Fund may enter into mortgage dollar roll transactions in which the Fund sells a mortgage-backed security to a counterparty to buy back similar, but not identical, securities on a specific future date at a predetermined price. Mortgage dollar rolls may be renewed by a new sale

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and repurchased with a cash settlement at each renewal without physical delivery of the securities. Certain risks may arise upon entering into mortgage dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Fund is able to repurchase them. Mortgage dollar rolls are treated as financing transactions unless the sale and repurchase are determined to involve securities that are not substantially the same. Therefore, any gain or loss is considered unrealized until the roll reaches ultimate disposition or the sale and repurchase are determined to involve securities that are not substantially the same. Income is generated as consideration for entering into these transactions and is included in mortgage dollar roll income on the Statements of Operations. For the year ended June 30, 2021, there were no mortgage dollar roll transactions.

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 June 30.

Management of the Funds have 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:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended June 30, 2021, were as follows for the Funds (amounts in thousands):

	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
Integrity Discovery Fund	$	30,257	$	47,525	$	—	$	—
Integrity Mid-Cap Value Fund		140,768		170,174		—		—
Integrity Small-Cap Value Fund		985,101		1,599,374		—		—
Integrity Small/Mid-Cap Value Fund		104,115		93,548		—		—
Munder Multi-Cap Fund		275,777		320,315		—		—
S&P 500 Index Fund		8,043		30,893		—		—
Munder Mid-Cap Core Growth Fund		590,719		826,939		—		—

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	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
Munder Small Cap Growth Fund	$	3,925	$	3,878	$	—	$	—
Trivalent International Fund-Core Equity		129,540		86,263		—		—
Trivalent International Small-Cap Fund		2,307,771		1,642,660		—		—
INCORE Total Return Bond Fund		26,639		22,528		26,662		29,483

4. Affiliated Fund Ownership:

The Funds offer shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds annual and semi-annual reports may be viewed at vcm.com. As of June 30, 2021, certain fund-of-funds owned total outstanding shares of the Funds as follows:

Trivalent International Fund-Core Equity
	Ownership %
USAA Target Retirement Income Fund		7	%
USAA Target Retirement 2030 Fund		22	%
USAA Target Retirement 2040 Fund		32	%
USAA Target Retirement 2050 Fund		21	%
USAA Target Retirement 2060 Fund		3	%
Integrity Mid-Cap Value Fund
	Ownership %
USAA Target Retirement Income Fund		2	%
USAA Target Retirement 2030 Fund		14	%
USAA Target Retirement 2040 Fund		19	%
USAA Target Retirement 2050 Fund		14	%
USAA Target Retirement 2060 Fund		2	%

5. 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
Integrity Discovery Fund		1.00	%
	Up to $500 million						Over $500 million
Integrity Mid-Cap Value Fund		0.75	%					0.70	%
	Up to $300 million						Over $300 million
Integrity Small-Cap Value Fund		0.90	%					0.85	%
	Up to $300 million						Over $300 million
Integrity Small/Mid-Cap Value Fund		0.80	%					0.75	%
	Up to $1 billion			$1 billion – $2 billion			Over $2 billion
Munder Multi-Cap Fund		0.75	%		0.72	%		0.70	%

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	Up to $250 million			$250 million – $500 million			Over $500 million
S&P 500 Index Fund		0.20	%		0.12	%		0.07	%
	Up to $6 billion			$6 billion – $8 billion			Over $8 billion
Munder Mid-Cap Core Growth Fund		0.75	%		0.70	%		0.65	%
	Flat Rate
Munder Small Cap Growth Fund		0.85	%
	Up to $1 billion						Over $1 billion
Trivalent International Fund-Core Equity		0.80	%					0.75	%
	Up to $1 billion						Over $1 billion
Trivalent International Small-Cap Fund		0.95	%					0.90	%
	Flat Rate
INCORE Total Return Bond Fund		0.40	%

Amounts incurred and paid to VCM for the year 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"). Tiered rates at which VCM is paid by the Funds are shown in the table below:

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

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

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Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class. Victory Capital Transfer Agency, Inc. 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 at the annual rate shown in the table below:

Class A

Class C

Class I

Class R

Class R6

Class Y

Member
Class

Integrity Discovery Fund

0.25

1.00

N/A

0.50

N/A

Integrity Mid-Cap Value Fund

0.25

1.00

N/A

Integrity Small-Cap Value Fund

0.25

1.00

N/A

0.50

N/A

Integrity Small/Mid-Cap Value Fund

0.25

N/A

Munder Multi-Cap Fund

0.25

1.00

N/A

S&P 500 Index Fund

0.15

N/A

0.50

N/A

Munder Mid-Cap Core Growth Fund

0.25

1.00

N/A

0.50

N/A

Munder Small Cap Growth Fund

0.25

N/A

Trivalent International Fund-Core Equity

0.25

1.00

N/A

Trivalent International Small-Cap Fund

0.25

1.00

N/A

INCORE Total Return Bond Fund

0.25

1.00

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

In addition, the Distributor is entitled to receive commission on sales of Class A. For the year ended June 30, 2021, the Distributor received approximately $47,473 from commissions earned on sales 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 year 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 the Funds in any fiscal year exceed the expense limit for such classes of the Funds. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expense, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Funds' business are excluded from the expense limits. As of June 30, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In effect until October 31, 2021
	Class A			Class C			Class I		Class R			Class R6			Class Y			Member Class
Integrity Discovery Fund		1.66	%		2.45	%		N/A		2.08	%		N/A			1.44	%(a)		1.50	%(b)
Integrity Mid-Cap Value Fund		1.00	%		1.75	%		N/A		N/A			0.60	%		0.75	%		0.85	%(b)
Integrity Small-Cap Value Fund		1.50	%		2.35	%(a)		N/A		1.75	%		N/A			N/A			N/A
Integrity Small/Mid-Cap Value Fund		1.13	%		N/A			N/A		N/A			0.83	%		0.88	%		0.95	%(b)
Munder Multi-Cap Fund		N/A			2.16	%		N/A		N/A			N/A			N/A			N/A
S&P 500 Index Fund		N/A			N/A			N/A		N/A			N/A			N/A			N/A
Munder Mid-Cap Core Growth Fund		1.32	%		2.12	%(a)		N/A		1.57	%		N/A			N/A			N/A

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	In effect until October 31, 2021
	Class A			Class C			Class I			Class R		Class R6			Class Y			Member Class
Munder Small Cap Growth Fund		1.40	%		N/A			1.15	%		N/A		N/A			1.25	%		N/A
Trivalent International Fund-Core Equity		0.95	%		1.70	%		0.60	%		N/A		0.55	%		0.70	%		N/A
Trivalent International Small-Cap Fund		1.35	%		2.10	%		0.95	%		N/A		1.10	%		1.10	%		N/A
INCORE Total Return Bond Fund		0.85	%		1.60	%		N/A			N/A		0.58	%		0.60	%		N/A

(a) In Effect November 1, 2020, until at least October 31, 2021.

(b) In Effect November 3, 2020, until at least October 31, 2021.

Under the terms of the expense limitation agreement, 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 (amounts in thousands). 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 2022		Expires 2023		Expires 2024		Total
Integrity Discovery Fund	$	10	$	9	$	35	$	54
Integrity Mid-Cap Value Fund		292		615		639		1,546
Integrity Small-Cap Value Fund		114		8		13		135
Integrity Small/Mid-Cap Value Fund		189		185		213		587
Munder Multi-Cap Fund		—		2		8		10
Munder Mid-Cap Core Growth Fund		25		16		18		59
Munder Small Cap Growth Fund		5		19		14		38
Trivalent International Fund-Core Equity		222		522		896		1,640
Trivalent International Small-Cap Fund		2,605		3,170		4,069		9,844
INCORE Total Return Bond Fund		43		52		97		192

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 year 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.

6. 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 Investments Risk — The Trivalent Emerging Markets Small-Cap Fund, Trivalent International Fund-Core Equity and Trivalent International Small-Cap Fund invest in securities of foreign issuers in various countries. Investing on an international basis involves certain risks not involved in domestic investments including the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political

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or financial instability and diplomatic developments, which could affect the value of a Fund's investments in certain foreign countries. Governments of many countries have exercised and continue to exercise substantial influence over many aspects of the private sector through the ownership or control of many companies, including some of the largest in these countries. As a result, government actions in the future could have a significant effect on economic conditions which may adversely affect prices of certain portfolio securities. There is also generally less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Schedules of Portfolio Investments includes information on each Fund's holdings, including industry and/or geographic composition, as relevant.

Interest Rate Risk — The INCORE Total Return Bond Fund is subject to credit and interest rate risk with respect to fixed income securities. Credit risk refers to the ability of an issuer to make timely payments of interest and principal. Interest rates may rise, or the rate of inflation may increase, impacting the value if investments in fixed income securities. A debt issuer's credit quality may be downgraded, or an issuer may default. Interest rates may fluctuate due to changes in governmental fiscal policy initiatives and resulting market reaction to those initiatives.

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.

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.

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

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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.

7. 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 29, 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 year ended June 30, 2021, Citibank also 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 presented on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit during the year 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 during the year ended June 30, 2021, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at June 30, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate			Maximum Borrowing During the Period
Integrity Small-Cap Value Fund	Borrower	$	—	$	5,096		5		0.62	%	$	5,671
Munder Mid-Cap Core Growth Fund	Borrower		—		1,357		1		0.58	%		1,357

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

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June 30, 2021

8. 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
Integrity Discovery Fund	Annually	Annually
Integrity Mid-Cap Value Fund	Annually	Annually
Integrity Small-Cap Value Fund	Annually	Annually
Integrity Small/Mid-Cap Value Fund	Annually	Annually
Munder Multi-Cap Fund	Annually	Annually
S&P 500 Index Fund	Quarterly	Quarterly
Munder Mid-Cap Core Growth Fund	Annually	Annually
Munder Small Cap Growth Fund	Annually	Annually
Trivalent International Fund-Core Equity	Annually	Annually
Trivalent International Small-Cap Fund	Annually	Annually
INCORE Total Return Bond 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 the Funds may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

As of June 30, 2021, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amount in thousands):

	Total Accumulated Earnings/(Loss)			Capital
Integrity Discovery Fund	$	99		$	(99	)
Integrity Small-Cap Value Fund		(3,889	)		3,889
Munder Multi-Cap Fund		(1,737	)		1,737
S&P 500 Index Fund		(1,095	)		1,095
Munder Mid-Cap Core Growth Fund		(12,055	)		12,055
Trivalent International Small-Cap Fund		(11,868	)		11,868

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

	Year Ended June 30, 2021
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Integrity Mid-Cap Value Fund	$	4,163	$	—	$	4,163	$	945	$	5,108
Integrity Small-Cap Value Fund		7,500		—		7,500		—		7,500
Integrity Small/Mid-Cap Value Fund		1,424		973		2,397		—		2,397
Munder Multi-Cap Fund		368		—		368		—		368
S&P 500 Index Fund		2,896		13,717		16,613		—		16,613
Munder Mid-Cap Core Growth Fund		—		60,802		60,802		—		60,802
Munder Small Cap Growth Fund		392		724		1,116		—		1,116
Trivalent International Fund-Core Equity Fund		2,905		—		2,905		—		2,905
Trivalent International Small-Cap Fund		9,465		—		9,465		—		9,465
INCORE Total Return Bond Fund		1,780		—		1,780		—		1,780

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June 30, 2021

	Year Ended June 30, 2020
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Return of Capital		Total Distributions Paid
Integrity Discovery Fund	$	—	$	3,016	$	3,016	$	—	$	3,016
Integrity Mid-Cap Value Fund		1,864		—		1,864		—		1,864
Integrity Small-Cap Value Fund		7,384		9,796		17,180		—		17,180
Integrity Small/Mid-Cap Value Fund		1,120		—		1,120		—		1,120
Munder Multi-Cap Fund		1,013		9,950		10,963		—		10,963
S&P 500 Index Fund		3,010		24,335		27,345		—		27,345
Munder Mid-Cap Core Growth Fund		8,744		502,320		511,064		—		511,064
Munder Small Cap Growth Fund		470		256		726		—		726
Trivalent International Fund-Core Equity		1,079		—		1,079		—		1,079
Trivalent International Small-Cap Fund		37,815		—		37,815		—		37,815
INCORE Total Return Bond Fund		1,901		—		1,901		—		1,901

As of June 30, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amount in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**		Total Accumulated Earnings (Loss)
Integrity Discovery Fund	$	—	$	2,846	$	2,846	$	—		$	(97	)	$	22,573	$	25,322
Integrity Mid-Cap Value Fund		—		—		—		(931	)		—			60,718		59,787
Integrity Small-Cap Value Fund		90,560		88,140		178,700		—			—			573,226		751,926
Integrity Small/Mid-Cap Value Fund		—		4,048		4,048		—			—			53,453		57,501
Munder Multi-Cap Fund		13,198		35,272		48,470		—			—			145,755		194,225
S&P 500 Index Fund		291		14,188		14,479		—			—			217,500		231,979
Munder Mid-Cap Core Growth Fund		19,951		56,014		75,965		—			—			213,520		289,485
Munder Small Cap Growth Fund		244		710		954		—			—			6,790		7,744
Trivalent International Fund-Core Equity Fund		3,815		—		3,815		(2,216	)		—			37,170		38,769
Trivalent International Small-Cap Fund		55,923		143,660		199,583		—			—			757,565		957,148
INCORE Total Return Bond Fund		49		—		49		(3,745	)		—			1,805		(1,891	)

* Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and certain late-year ordinary losses. Late-year ordinary losses represent ordinary losses incurred after December 31 and specified losses incurred after October 31. These losses are deemed to arise on the first day of the Fund's next taxable year.

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

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June 30, 2021

At June 30, 2021, 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 (amount in thousands).

	Short-Term Amount		Long-Term Amount		Total
Integrity Mid-Cap Value Fund	$	931	$	—	$	931
Trivalent International Fund-Core Equity Fund		2,216		—		2,216
INCORE Total Return Bond Fund		460		3,285		3,745

During the tax year ended June 30, 2021, the following Funds utilized capital loss carryforwards (amount in thousands):

	Short-Term Amount		Long-Term Amount
Integrity Discovery Fund	$	3,937	$	6,141
Integrity Mid-Cap Value Fund		18,365		675
Integrity Small-Cap Value Fund		135,836		94,837
Integrity Small/Mid-Cap Value Fund		11,685		1,793
Munder Multi-Cap Fund		7,601		—
Trivalent International Fund-Core Equity Fund		5,868		—
Trivalent International Small-Cap Fund		138,252		16,487
INCORE Total Return Bond Fund		154		251

As of June 30, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amount in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Integrity Discovery Fund	$	77,921	$	26,858	$	(4,285	)	$	22,573
Integrity Mid-Cap Value Fund		204,865		64,855		(4,137	)		60,718
Integrity Small-Cap Value Fund		1,481,911		611,046		(37,820	)		573,226
Integrity Small/Mid-Cap Value Fund		157,084		55,519		(2,066	)		53,453
Munder Multi-Cap Fund		295,448		150,154		(4,399	)		145,755
S&P 500 Index Fund		50,125		218,933		(1,433	)		217,500
Munder Mid-Cap Core Growth Fund		379,124		219,233		(5,713	)		213,520
Munder Small Cap Growth Fund		12,557		7,257		(467	)		6,790
Trivalent International Fund-Core Equity Fund		190,105		42,066		(4,751	)		37,315
Trivalent International Small-Cap Fund		2,631,057		868,755		(111,214	)		757,541
INCORE Total Return Bond Fund		66,249		2,683		(878	)		1,805

181

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory Integrity Discovery Fund, Victory Integrity Mid-Cap Value Fund, Victory Integrity Small-Cap Value Fund, Victory Integrity Small/Mid-Cap Value Fund, Victory Munder Multi-Cap Fund, Victory S&P 500 Index Fund, Victory Munder Mid-Cap Core Growth Fund, Victory Munder Small Cap Growth Fund, Victory Trivalent International Fund-Core Equity, Victory Trivalent International Small-Cap Fund, and Victory INCORE Total Return Bond Fund (the "Funds"), each a series of Victory Portfolios, as of June 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2021, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial highlights for the year ended June 30, 2018, and prior, were audited by other auditors whose report dated August 24, 2018, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
August 27, 2021

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Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 41 portfolios in the Trust, eight portfolios in Victory Variable Insurance Funds, and 24 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Date of Birth

Position
Held with
the Trust

Date
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

David Brooks Adcock,
Born October 1951

Trustee

May 2005

Consultant (since 2006).

Chair and Trustee, Turner Funds (December 2016-December 2017).

Nigel D. T. Andrews,
Born April 1947

Trustee

August 2002

Retired.

Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012).

E. Lee Beard,*
Born August 1951

Trustee

May 2005

Retired (since 2015)

None.

Dennis M. Bushe,
Born January 1944

Trustee

July 2016

Retired.

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

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Name and Date of Birth

Position
Held with
the Trust

Date
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

John L. Kelly,
Born April 1953

Vice Chair and Trustee

February 2015

Partner, McCarvill Capital Partners (September 2016- September 2017).

Director, Caledonia Mining Corporation (since May 2012).

David L. Meyer,*
Born April 1957

Trustee

December 2008

Retired.

None.

Gloria S. Nelund,
Born May 1961

Trustee

July 2016

Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.

TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).

Leigh A. Wilson,
Born December 1944

Chair and Trustee

November 1994

Private Investor.

Chair (since 2013), Caledonia Mining Corporation.

Interested Trustee.

David C. Brown,**
Born May 1972

Trustee

May 2008

Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.

Trustee, USAA Mutual Funds Trust.

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

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

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

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Officers:

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

Name and Date of Birth

Position with
the Trust

Date
Commenced
Service

Principal Occupation During Past 5 Years

Christopher K. Dyer,
Born February 1962

President

February 2006*

Director of Mutual Fund Administration, the Adviser.

Scott A. Stahorsky,
Born July 1969

Vice President

December 2014

Manager, Fund Administration, the Adviser.

Erin G. Wagner,
Born February 1974

Secretary

December 2014

Associate General Counsel, the Adviser (since 2013).

Allan Shaer,
Born March 1965

Treasurer

May 2017

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).

Christopher A. Ponte,
Born March 1984

Assistant Treasurer

December 2017

Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018).

Colin Kinney,
Born October 1973

Chief Compliance Officer

July 2017

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

Chuck Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

May 2015

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

Jay G. Baris,
Born January 1954

Assistant Secretary

December 1997

Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018).

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

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures 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 services (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
Integrity Discovery Fund
Class A	$	1,000.00	$	1,348.20	$	1,016.81	$	9.37	$	8.05		1.61	%
Class C		1,000.00		1,342.20		1,012.65		14.23		12.23		2.45	%
Class R		1,000.00		1,344.90		1,014.48		12.09		10.39		2.08	%
Class Y		1,000.00		1,350.50		1,018.60		7.28		6.26		1.25	%
Member Class		1,000.00		1,348.90		1,017.36		8.74		7.50		1.50	%
Integrity Mid-Cap Value Fund
Class A		1,000.00		1,205.30		1,019.84		5.47		5.01		1.00	%
Class C		1,000.00		1,200.70		1,016.12		9.55		8.75		1.75	%
Class R6		1,000.00		1,207.30		1,021.82		3.28		3.01		0.60	%
Class Y		1,000.00		1,206.50		1,021.08		4.10		3.76		0.75	%
Member Class		1,000.00		1,205.80		1,020.58		4.65		4.26		0.85	%

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(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
Integrity Small-Cap Value Fund
Class A	$	1,000.00	$	1,273.80	$	1,017.21	$	8.63	$	7.65		1.53	%
Class C		1,000.00		1,268.60		1,013.14		13.22		11.73		2.35	%
Class R		1,000.00		1,272.50		1,016.12		9.86		8.75		1.75	%
Class R6		1,000.00		1,277.80		1,020.08		5.37		4.76		0.95	%
Class Y		1,000.00		1,276.80		1,019.64		5.87		5.21		1.04	%
Integrity Small/Mid Value Fund
Class A		1,000.00		1,256.40		1,019.19		6.32		5.66		1.13	%
Class R6		1,000.00		1,258.10		1,020.68		4.65		4.16		0.83	%
Class Y		1,000.00		1,258.40		1,020.43		4.93		4.41		0.88	%
Member Class		1,000.00		1,257.70		1,020.08		5.32		4.76		0.95	%
Munder Multi-Cap Fund
Class A		1,000.00		1,156.80		1,018.10		7.22		6.76		1.35	%
Class C		1,000.00		1,152.10		1,014.08		11.53		10.79		2.16	%
Class Y		1,000.00		1,158.80		1,019.89		5.30		4.96		0.99	%
S&P 500 Index Fund
Class A		1,000.00		1,149.40		1,022.07		2.93		2.76		0.55	%
Class R		1,000.00		1,147.10		1,020.18		4.95		4.66		0.93	%
Class Y		1,000.00		1,149.90		1,022.46		2.51		2.36		0.47	%
Munder Mid-Cap Core Growth Fund
Class A		1,000.00		1,148.30		1,018.50		6.76		6.36		1.27	%
Class C		1,000.00		1,143.80		1,014.63		10.90		10.24		2.05	%
Class R		1,000.00		1,147.60		1,017.01		8.36		7.85		1.57	%
Class R6		1,000.00		1,151.50		1,020.58		4.53		4.26		0.85	%
Class Y		1,000.00		1,150.80		1,020.08		5.07		4.76		0.95	%
Munder Small Cap Growth Fund
Class A		1,000.00		1,150.80		1,017.85		7.47		7.00		1.40	%
Class I		1,000.00		1,152.10		1,019.09		6.14		5.76		1.15	%
Class Y		1,000.00		1,151.60		1,018.60		6.67		6.26		1.25	%
Trivalent International Fund-Core Equity
Class A		1,000.00		1,091.50		1,020.08		4.93		4.76		0.95	%
Class C		1,000.00		1,086.00		1,016.36		8.79		8.50		1.70	%
Class I		1,000.00		1,092.30		1,021.82		3.11		3.01		0.60	%
Class R6		1,000.00		1,093.10		1,022.07		2.85		2.76		0.55	%
Class Y		1,000.00		1,091.60		1,021.32		3.63		3.51		0.70	%
Trivalent International Small-Cap Fund
Class A		1,000.00		1,112.90		1,018.10		7.07		6.76		1.35	%
Class C		1,000.00		1,109.30		1,014.38		10.98		10.49		2.10	%
Class I		1,000.00		1,115.30		1,020.08		4.98		4.76		0.95	%
Class R6		1,000.00		1,114.10		1,019.74		5.35		5.11		1.02	%
Class Y		1,000.00		1,114.50		1,019.34		5.77		5.51		1.10	%
INCORE Total Return Bond Fund
Class A		1,000.00		990.80		1,020.58		4.20		4.26		0.85	%
Class C		1,000.00		988.30		1,016.86		7.89		8.00		1.60	%
Class R6		1,000.00		993.00		1,021.92		2.87		2.91		0.58	%
Class Y		1,000.00		992.90		1,021.82		2.96		3.01		0.60	%

* 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).

187

Victory Portfolios

Supplemental Information — continued
June 30, 2021

(Unaudited)

Additional Federal Income Tax Information

For the year ended June 30, 2021, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Integrity Mid-Cap Value Fund		100	%
Integrity Small-Cap Value Fund		100	%
Integrity Small/Mid-Cap Value Fund		100	%
Munder Multi-Cap Fund		100	%
S&P 500 Index Fund		100	%
Munder Small Cap Growth Fund		8	%
Trivalent International Fund-Core Equity Fund		82	%
Trivalent International Small-Cap Fund		94	%
INCORE Total Return Bond Fund		2	%

Dividends qualified for corporate dividends received deductions of:

	Percent
Integrity Mid-Cap Value Fund		100	%
Integrity Small-Cap Value Fund		100	%
Integrity Small/Mid-Cap Value Fund		100	%
Munder Multi-Cap Fund		100	%
S&P 500 Index Fund		100	%
Munder Small Cap Growth Fund		7	%
INCORE Total Return Bond Fund		1	%

For the year ended June 30, 2021, the following Funds designated short-term capital gain distributions (amount in thousands):

	Amount
Integrity Small-Cap Value Fund	$	1,883
Munder Multi-Cap Fund		473
S&P 500 Index Fund		511
Munder Mid-Cap Core Growth Fund		1,835
Munder Small Cap Growth Fund		354

For the year ended June 30, 2021, the following Funds designated long-term capital gain distributions (amount in thousands):

	Amount
Integrity Small-Cap Value Fund	$	2,005
Integrity Small/Mid-Cap Value Fund		973
Munder Multi-Cap Fund		1,264
S&P 500 Index Fund		14,788
Munder Mid-Cap Core Growth Fund		70,793
Munder Small Cap Growth Fund		724
Trivalent International Small-Cap Fund		11,868

The following Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on June 30, 2021, were as follows:

	Foreign Source Income		Foreign Tax Expense
Trivalent International Fund-Core Equity Fund		0.23		0.02
Trivalent International Small-Cap Fund		0.32		0.03

188

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 the Funds are able to meet redemption requests without significant dilution to the remaining investors' interest in the Funds. During the review period, the Funds' portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Funds 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.

189

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

VP-MUNDER-AR (6/21)

Item 2. Code of Ethics.

(a)

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics in included as an Exhibit.

(b)

During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial experts are David L. Meyer and E. Lee Beard, who are “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

	2021		2020
(a) Audit Fees (1)	$	135,000	$	152,500
(b) Audit-Related Fees (2)		0		0
(c) Tax Fees (3)		44,500		44,500
(d) All Other Fees (4)		0		0

(1) Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Cohen & Company, Ltd for audit compliance, audit advice and audit planning.

(2) Represents the fee for assurance and related services by Cohen & Company, Ltd reasonably related to the performance of the audit of the Registrant’s financial statements that was not reported under (a) of this item.

(3) Represents the aggregate tax fee billed for professional services rendered by Cohen & Company, Ltd for tax compliance, tax advice, international tax fee transactions and tax planning. Such tax services included the review of income and excise tax returns for the Registrant.

(4) For the fiscal years ended June 30, 2021 and June 30, 2020, there were no fees billed for professional services rendered by Cohen & Company, Ltd to the Registrant, other than the services reported in (a) through (c) of this item.

Tax fees for 2021 and 2020 are for recurring tax fees for the preparation of the federal and state tax returns and procedures performed relating to the Registrant’s analysis of complex securities.

(e)(1) The Registrant’s Audit Committee must pre-approve non-audit services to be provided by the principal accountant and the fees charged with these services. The Committee may delegate authority to one or more Committee members to pre-approve these services, subject to subsequent review and approval by the Committee.

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

(f) Not applicable.

(g)

2021			$	0
2020			$	0

(h) The Registrant’s Audit Committee has evaluated the non-audit services that the principal accountant provided to the Registrant’s investment adviser (and the adviser’s relevant affiliated), which services the Committee did not pre-approve, and has concluded that the provision of those services was compatible with maintaining the accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)

Not applicable.

(b)

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Not applicable.

Item 13. Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

Victory 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

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