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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:            811-04852

Victory Portfolios

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices)                                  (Zip code)

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

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: June 30, 2022

Item 1. Reports to Stockholders.

June 30, 2022

Semi Annual Report

Victory RS Partners Fund

Victory RS Value Fund

Victory RS Large Cap Alpha Fund

Victory RS Investors Fund

Victory Global Energy Transition Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS Partners Fund	8
Victory RS Value Fund	11
Victory RS Large Cap Alpha Fund	14
Victory RS Investors Fund	16
Victory Global Energy Transition Fund	18
Financial Statements
Statements of Assets and Liabilities	20
Statements of Operations	22
Statements of Changes in Net Assets	24
Financial Highlights	30
Notes to Financial Statements	40
Supplemental Information	51
Proxy Voting and Portfolio Holdings Information	51
Expense Examples	51
Liquidity Risk Management Program	53
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at vcm.com or call 800-539-3863 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

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

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

Call Victory at:

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

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS Partners Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

White Mountains Insurance Group Ltd.	4.0	%
Equity Commonwealth	3.8	%
Kemper Corp.	3.4	%
Four Corners Property Trust, Inc.	3.1	%
Federated Hermes, Inc.	3.0	%
Globe Life, Inc.	3.0	%
Graphic Packaging Holding Co.	2.9	%
Eastern Bankshares, Inc.	2.8	%
NCR Corp.	2.6	%
Halozyme Therapeutics, Inc.	2.6	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

3

Victory Portfolios
Victory RS Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Fairfax Financial Holdings Ltd.	3.8	%
Globe Life, Inc.	3.7	%
Equity Commonwealth	3.7	%
Vistra Corp.	3.4	%
The Progressive Corp.	3.4	%
Humana, Inc.	2.9	%
LKQ Corp.	2.8	%
Federated Hermes, Inc.	2.8	%
Graphic Packaging Holding Co.	2.7	%
Sotera Health Co.	2.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

4

Victory Portfolios
Victory RS Large Cap Alpha Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Fairfax Financial Holdings Ltd.	4.7	%
The Progressive Corp.	4.7	%
Humana, Inc.	4.2	%
Vistra Corp.	3.6	%
Cigna Corp.	3.4	%
Cboe Global Markets, Inc.	3.1	%
Comerica, Inc.	2.9	%
Willis Towers Watson PLC	2.8	%
Medtronic PLC	2.8	%
LKQ Corp.	2.8	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

5

Victory Portfolios
Victory RS Investors Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Fairfax Financial Holdings Ltd.	6.2	%
Alleghany Corp.	4.8	%
White Mountains Insurance Group Ltd.	4.7	%
Humana, Inc.	4.2	%
Cboe Global Markets, Inc.	4.0	%
Vistra Corp.	4.0	%
Willis Towers Watson PLC	3.9	%
Graphic Packaging Holding Co.	3.9	%
The Progressive Corp.	3.7	%
Federated Hermes, Inc.	3.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

6

Victory Portfolios
Victory Global Energy Transition Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Turquoise Hill Resources Ltd.	18.4	%
Whitecap Resources, Inc.	6.7	%
Cameco Corp.	6.6	%
Antero Resources Corp.	5.2	%
First Quantum Minerals Ltd.	5.0	%
Linde PLC	4.8	%
NextEra Energy, Inc.	4.7	%
Newmont Corp.	4.6	%
Tourmaline Oil Corp.	4.1	%
Iluka Resources Ltd.	4.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

7

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.3%)
Banks (12.7%):
Banner Corp.		80,970	$	4,551,324
Eastern Bankshares, Inc.		522,640		9,647,934
First BanCorp/Puerto Rico		594,780		7,678,610
Pinnacle Financial Partners, Inc.		35,970		2,600,991
SouthState Corp.		47,270		3,646,881
Synovus Financial Corp.		99,030		3,570,031
The Bank of NT Butterfield & Son Ltd.		281,170		8,769,692
UMB Financial Corp.		43,062		3,707,638
				44,173,101
Capital Markets (3.0%):
Federated Hermes, Inc.		332,170		10,559,684
Communication Services (3.3%):
Madison Square Garden Sports Corp. (a)		41,860		6,320,860
World Wrestling Entertainment, Inc., Class A (b)		81,050		5,064,815
				11,385,675
Consumer Discretionary (6.0%):
Carter's, Inc.		32,680		2,303,286
Dana, Inc.		175,070		2,463,235
Dine Brands Global, Inc.		76,990		5,010,509
Light & Wonder, Inc. (a)		70,430		3,309,506
The Wendy's Co.		157,720		2,977,754
Wolverine World Wide, Inc.		235,120		4,740,019
				20,804,309
Consumer Staples (2.4%):
Spectrum Brands Holdings, Inc.		68,060		5,582,282
U.S. Foods Holding Corp. (a)		90,140		2,765,495
				8,347,777
Energy (5.8%):
California Resources Corp.		118,480		4,561,480
Comstock Resources, Inc. (a)		134,870		1,629,230
Northern Oil and Gas, Inc.		188,310		4,756,711
PDC Energy, Inc.		84,780		5,223,296
Plains GP Holdings LP, Class A		393,870		4,064,738
				20,235,455
Health Care (7.5%):
Encompass Health Corp.		101,560		5,692,438
Halozyme Therapeutics, Inc. (a)		203,300		8,945,200
The Ensign Group, Inc.		100,100		7,354,347
Zimvie, Inc. (a)		273,830		4,384,018
				26,376,003

See notes to financial statements.

8

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Industrials (10.1%):
Altra Industrial Motion Corp.		51,800	$	1,825,950
Applied Industrial Technologies, Inc.		37,390		3,595,796
Atkore, Inc. (a)		20,990		1,742,380
Finning International, Inc.		86,290		1,816,314
Fluor Corp. (a)		281,280		6,846,355
GMS, Inc. (a)		26,100		1,161,450
H&E Equipment Services, Inc.		88,520		2,564,424
IAA, Inc. (a)		101,420		3,323,534
ICF International, Inc.		50,420		4,789,900
McGrath RentCorp		34,090		2,590,840
Primoris Services Corp.		62,250		1,354,560
SkyWest, Inc. (a)		65,960		1,401,650
Triton International Ltd.		44,400		2,337,660
				35,350,813
Information Technology (7.1%):
Euronet Worldwide, Inc. (a)		42,220		4,246,910
NCR Corp. (a)		288,580		8,977,724
Verint Systems, Inc. (a)		122,390		5,183,216
Verra Mobility Corp. (a)		410,410		6,447,541
				24,855,391
Insurance (14.6%):
Alleghany Corp. (a)		7,340		6,114,954
Globe Life, Inc.		107,790		10,506,291
Kemper Corp.		244,510		11,712,029
Primerica, Inc.		72,813		8,714,988
White Mountains Insurance Group Ltd.		11,100		13,832,043
				50,880,305
Materials (6.9%):
AdvanSix, Inc.		52,650		1,760,616
Constellium SE (a)		140,130		1,851,117
Graphic Packaging Holding Co.		483,350		9,908,675
Olin Corp.		153,490		7,103,517
Summit Materials, Inc., Class A (a)		70,147		1,633,724
Victoria Gold Corp. (a)		235,630		1,829,016
				24,086,665
Real Estate (10.7%):
Corporate Office Properties Trust		272,570		7,138,608
Equity Commonwealth (a)		477,060		13,133,462
Four Corners Property Trust, Inc.		405,280		10,776,395
Kennedy-Wilson Holdings, Inc.		325,190		6,159,099
				37,207,564
Utilities (5.2%):
Black Hills Corp.		85,555		6,225,837
NorthWestern Corp.		99,840		5,883,571
ONE Gas, Inc.		76,430		6,205,352
				18,314,760
Total Common Stocks (Cost $303,657,100)				332,577,502

See notes to financial statements.

9

Victory Portfolios
Victory RS Partners Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Preferred Stocks (0.2%)
Health Care (0.2%):
WellDoc, Inc. Series B (c) (d)		1,587,483	$	587,369
Total Preferred Stocks (Cost $1,942,920)				587,369
Collateral for Securities Loaned (0.7%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (e)		72,843		72,843
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (e)		36,352		36,352
HSBC U.S. Government Money Market Fund I Shares, 1.46% (e)		453,387		453,387
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (e)		289,862		289,862
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (e)		193,305		193,305
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (e)		1,303,278		1,303,278
Total Collateral for Securities Loaned (Cost $2,349,027)				2,349,027
Total Investments (Cost $307,949,047) — 96.2%				335,513,898
Other assets in excess of liabilities — 3.8%				13,266,407
NET ASSETS — 100.00%			$	348,780,305

^  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, 2022, illiquid securities were 0.2% of net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of net assets as of June 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)  Rate disclosed is the daily yield on June 30, 2022.

LP — Limited Partnership

See notes to financial statements.

10

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.1%)
Communication Services (1.5%):
World Wrestling Entertainment, Inc., Class A (a)		69,200	$	4,324,308
Consumer Discretionary (5.8%):
Carter's, Inc.		26,670		1,879,702
LKQ Corp.		166,690		8,182,812
O'Reilly Automotive, Inc. (b)		3,440		2,173,254
The Wendy's Co.		234,570		4,428,682
				16,664,450
Consumer Staples (3.3%):
Keurig Dr Pepper, Inc.		131,645		4,658,916
U.S. Foods Holding Corp. (b)		157,770		4,840,384
				9,499,300
Energy (5.3%):
Baker Hughes Co.		130,300		3,761,761
Chesapeake Energy Corp. (a)		48,350		3,921,185
Marathon Oil Corp.		173,430		3,898,706
Ovintiv, Inc.		82,510		3,646,117
				15,227,769
Financials (23.7%):
Alleghany Corp. (b)		5,140		4,282,134
Cboe Global Markets, Inc.		48,440		5,482,924
Fairfax Financial Holdings Ltd.		20,810		11,029,138
Federated Hermes, Inc.		254,460		8,089,283
Globe Life, Inc.		110,010		10,722,675
Interactive Brokers Group, Inc.		97,640		5,371,176
KeyCorp		75,080		1,293,628
State Street Corp.		21,980		1,355,067
The Progressive Corp.		84,060		9,773,656
White Mountains Insurance Group Ltd.		5,330		6,641,873
Willis Towers Watson PLC		20,040		3,955,696
				67,997,250
Health Care (11.1%):
Encompass Health Corp.		67,580		3,787,859
Halozyme Therapeutics, Inc. (b)		156,570		6,889,080
Humana, Inc.		17,970		8,411,218
Sotera Health Co. (b)		395,900		7,755,681
Zimmer Biomet Holdings, Inc.		48,500		5,095,410
				31,939,248
Industrials (11.9%):
AGCO Corp.		28,630		2,825,781
Crane Holdings Co.		30,030		2,629,427
Curtiss-Wright Corp.		25,090		3,313,385
Fluor Corp. (b)		215,070		5,234,804
L3Harris Technologies, Inc.		7,340		1,774,078
Leidos Holdings, Inc.		59,740		6,016,415

See notes to financial statements.

11

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
nVent Electric PLC		67,890	$	2,126,994
Sensata Technologies Holding PLC		135,670		5,604,528
The Timken Co.		65,570		3,478,488
Triton International Ltd.		25,310		1,332,572
				34,336,472
Information Technology (8.4%):
Euronet Worldwide, Inc. (b)		33,933		3,413,320
Fiserv, Inc. (b)		75,400		6,708,338
Global Payments, Inc.		30,470		3,371,201
NCR Corp. (b)		224,620		6,987,928
Verint Systems, Inc. (b)		86,730		3,673,016
				24,153,803
Materials (9.3%):
Agnico Eagle Mines Ltd.		111,490		5,101,782
Graphic Packaging Holding Co.		381,580		7,822,390
Olin Corp.		116,860		5,408,281
Sealed Air Corp.		124,040		7,159,589
Summit Materials, Inc., Class A (b)		56,310		1,311,460
				26,803,502
Real Estate (7.8%):
Americold Realty Trust, Inc.		44,430		1,334,677
Equity Commonwealth (b)		382,540		10,531,326
Healthcare Trust of America, Inc., Class A		74,990		2,092,971
Highwoods Properties, Inc.		75,460		2,579,978
Invitation Homes, Inc.		162,380		5,777,480
				22,316,432
Utilities (8.0%):
Constellation Energy Corp.		35,450		2,029,867
Evergy, Inc.		54,480		3,554,820
FirstEnergy Corp.		89,650		3,441,664
The AES Corp.		189,110		3,973,201
Vistra Corp.		432,160		9,874,856
				22,874,408
Total Common Stocks (Cost $254,196,912)				276,136,942
Collateral for Securities Loaned (2.7%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		240,267		240,267
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		119,905		119,905
HSBC U.S. Government Money Market Fund I Shares, 1.46% (c)		1,495,459		1,495,459
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		956,087		956,087
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		637,602		637,602

See notes to financial statements.

12

Victory Portfolios
Victory RS Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		4,298,754	$	4,298,754
Total Collateral for Securities Loaned (Cost $7,748,074)				7,748,074
Total Investments (Cost $261,944,986) — 98.8%				283,885,016
Other assets in excess of liabilities — 1.2%				3,428,165
NET ASSETS — 100.00%			$	287,313,181

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rate disclosed is the daily yield on June 30, 2022.

PLC — Public Limited Company

See notes to financial statements.

13

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.9%)
Communication Services (2.6%):
Alphabet, Inc., Class A (a)		2,050	$	4,467,483
Meta Platforms, Inc., Class A (a)		48,350		7,796,438
				12,263,921
Consumer Discretionary (3.6%):
LKQ Corp.		267,060		13,109,975
Target Corp.		29,150		4,116,855
				17,226,830
Consumer Staples (7.8%):
Keurig Dr Pepper, Inc.		313,220		11,084,856
Lamb Weston Holdings, Inc.		98,100		7,010,226
Mondelez International, Inc., Class A		175,300		10,884,377
U.S. Foods Holding Corp. (a)		255,190		7,829,229
				36,808,688
Energy (6.9%):
Enterprise Products Partners LP		395,670		9,642,478
Hess Corp.		47,040		4,983,417
Marathon Oil Corp.		302,380		6,797,502
Ovintiv, Inc.		157,840		6,974,950
Valero Energy Corp.		41,610		4,422,311
				32,820,658
Financials (21.4%):
Cboe Global Markets, Inc.		128,690		14,566,421
Comerica, Inc.		189,020		13,870,288
Fairfax Financial Holdings Ltd.		42,320		22,429,271
Interactive Brokers Group, Inc.		173,950		9,568,990
KeyCorp		147,750		2,545,732
State Street Corp.		41,340		2,548,611
The Progressive Corp.		192,020		22,326,165
Willis Towers Watson PLC		68,140		13,450,155
				101,305,633
Health Care (22.0%):
AbbVie, Inc.		85,350		13,072,206
Cigna Corp.		61,740		16,269,725
Humana, Inc.		42,360		19,827,445
Johnson & Johnson		47,780		8,481,428
Medtronic PLC		148,200		13,300,950
Merck & Co., Inc.		137,220		12,510,347
Sotera Health Co. (a)		464,370		9,097,008
UnitedHealth Group, Inc.		23,155		11,893,103
				104,452,212
Industrials (9.5%):
FedEx Corp.		21,000		4,760,910
Johnson Controls International PLC		95,760		4,584,989
L3Harris Technologies, Inc.		24,040		5,810,468

See notes to financial statements.

14

Victory Portfolios
Victory RS Large Cap Alpha Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Leidos Holdings, Inc.		97,130	$	9,781,962
PACCAR, Inc.		28,720		2,364,805
Raytheon Technologies Corp.		59,462		5,714,893
Sensata Technologies Holding PLC		182,250		7,528,747
Union Pacific Corp.		21,560		4,598,317
				45,145,091
Information Technology (6.4%):
Euronet Worldwide, Inc. (a)		63,320		6,369,359
Fidelity National Information Services, Inc.		122,870		11,263,493
FleetCor Technologies, Inc. (a)		30,080		6,320,109
Global Payments, Inc.		58,880		6,514,483
				30,467,444
Materials (5.1%):
Newmont Corp.		140,790		8,400,939
PPG Industries, Inc.		32,640		3,732,058
Sealed Air Corp.		206,982		11,947,001
				24,079,998
Real Estate (2.4%):
Host Hotels & Resorts, Inc.		196,940		3,088,019
Invitation Homes, Inc.		236,750		8,423,565
				11,511,584
Utilities (8.2%):
Constellation Energy Corp.		109,633		6,277,586
Exelon Corp.		195,760		8,871,843
FirstEnergy Corp.		178,330		6,846,089
Vistra Corp.		741,030		16,932,535
				38,928,053
Total Common Stocks (Cost $408,737,001)				455,010,112
Total Investments (Cost $408,737,001) — 95.9%				455,010,112
Other assets in excess of liabilities — 4.1%				19,494,170
NET ASSETS — 100.00%			$	474,504,282

(a)  Non-income producing security.

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

15

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (89.7%)
Banks (2.7%):
Comerica, Inc.		11,240	$	824,791
Capital Markets (7.1%):
Cboe Global Markets, Inc.		10,620		1,202,078
Federated Hermes, Inc.		29,030		922,864
				2,124,942
Communication Services (1.8%):
Meta Platforms, Inc., Class A (a)		3,470		559,538
Consumer Discretionary (3.1%):
LKQ Corp.		18,770		921,419
Consumer Staples (4.3%):
Keurig Dr Pepper, Inc.		19,300		683,027
U.S. Foods Holding Corp. (a)		19,450		596,726
				1,279,753
Energy (4.8%):
Northern Oil and Gas, Inc.		21,400		540,564
PDC Energy, Inc.		14,490		892,729
				1,433,293
Health Care (16.7%):
Cigna Corp.		2,950		777,384
Humana, Inc.		2,700		1,263,789
Medtronic PLC		8,520		764,670
Merck & Co., Inc.		8,500		774,945
Sotera Health Co. (a)		38,280		749,905
Zimmer Biomet Holdings, Inc.		6,460		678,688
				5,009,381
Industrials (3.6%):
Fluor Corp. (a)		29,810		725,575
Sensata Technologies Holding PLC		9,000		371,790
				1,097,365
Information Technology (9.4%):
Euronet Worldwide, Inc. (a)		4,920		494,903
Fidelity National Information Services, Inc.		9,850		902,949
NCR Corp. (a)		24,000		746,640
Verint Systems, Inc. (a)		15,860		671,671
				2,816,163
Insurance (23.3%):
Alleghany Corp. (a)		1,730		1,441,263
Fairfax Financial Holdings Ltd.		3,520		1,865,573
The Progressive Corp.		9,500		1,104,565
White Mountains Insurance Group Ltd.		1,120		1,395,665
Willis Towers Watson PLC		5,980		1,180,392
				6,987,458

See notes to financial statements.

16

Victory Portfolios
Victory RS Investors Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Materials (8.9%):
Graphic Packaging Holding Co.		57,010	$	1,168,705
Olin Corp.		16,100		745,108
Sealed Air Corp.		13,190		761,327
				2,675,140
Utilities (4.0%):
Vistra Corp.		52,420		1,197,797
Total Common Stocks (Cost $24,597,140)				26,927,040
Total Investments (Cost $24,597,140) — 89.7%				26,927,040
Other assets in excess of liabilities — 10.3%				3,079,671
NET ASSETS — 100.00%			$	30,006,711

(a)  Non-income producing security.

PLC — Public Limited Company

See notes to financial statements.

17

Victory Portfolios
Victory Global Energy Transition Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Common Stocks (85.0%)
Chemicals (4.8%):
Linde PLC		62,522	$	17,976,951
Financials (2.8%):
Ivanhoe (a) (b) (d) (e)		1,370,663		10,745,546
Industrials (3.2%):
Energy Vault Holdings, Inc. (a) (c)		534,964		5,360,337
NuScale Power Corp. (PIPE) (a) (b)		563,808		5,361,814
NuScale Power Corp. (a) (c)		142,608		1,424,654
				12,146,805
Metals & Mining (39.0%):
First Quantum Minerals Ltd.		993,719		18,855,181
Iluka Resources Ltd.		2,378,770		15,496,552
Ivanhoe Electric, Inc. (a)		594,049		5,168,226
Lundin Mining Corp.		944,011		5,985,338
Newmont Corp.		290,871		17,356,272
Norsk Hydro ASA		1,365,557		7,650,770
Sunrise Energy Metals, Ltd. (a) (c)		4,606,042		7,151,894
Turquoise Hill Resources Ltd. (a)		2,608,571		69,857,531
				147,521,764
Oil, Gas & Consumable Fuels (30.5%):
Antero Resources Corp. (a)		648,006		19,861,384
Cameco Corp.		1,195,215		25,130,161
Cheniere Energy, Inc.		49,576		6,595,095
Peyto Exploration & Development Corp.		1,238,790		11,588,991
Range Resources Corp. (a)		466,388		11,543,103
Tourmaline Oil Corp.		298,761		15,536,965
Whitecap Resources, Inc.		3,669,315		25,488,482
				115,744,181
Utilities (4.7%):
NextEra Energy, Inc.		226,960		17,580,321
Total Common Stocks (Cost $220,122,619)				321,715,568
Preferred Stocks (0.6%)
Oil, Gas & Consumable Fuels (0.6%):
Energy Vault SA (a) (b) (d) (e)		248,310		2,458,269
Total Preferred Stocks (Cost $2,323,956)				2,458,269
Convertible Corporate Bonds (0.7%)
Oil & Gas (0.7%):
Ipulse (PIK), 2.00%, 7/31/23 (b) (d) (e)	$	1,608,540		2,706,273
Total Convertible Corporate Bonds (Cost $1,608,540)				2,706,273

See notes to financial statements.

18

Victory Portfolios
Victory Global Energy Transition Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Collateral for Securities Loaned (1.3%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (f)		148,615	$	148,615
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (f)		74,166		74,166
HSBC U.S. Government Money Market Fund I Shares, 1.46% (f)		925,001		925,001
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (f)		591,378		591,378
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (f)		394,382		394,382
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (f)		2,658,950		2,658,950
Total Collateral for Securities Loaned (Cost $4,792,492)				4,792,492
Total Investments (Cost $228,847,607) — 87.6%				331,672,602
Other assets in excess of liabilities — 12.4%				46,916,241
NET ASSETS — 100.00%			$	378,588,843

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2022, illiquid securities were 5.6% of net assets.

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

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

(e)  The following table details the acquisition date and cost of the Fund's restricted securities at June 30, 2022:

Security Name	Acquisition Date	Cost
Energy Vault SA	8/24/2021	$	5,006,775
Ipulse	7/28/2021		1,608,540
Ivanhoe	7/28/2021		11,366,610

(f)  Rate disclosed is the daily yield on June 30, 2022.

PIK — Paid In-Kind

PLC — Public Limited Company

See notes to financial statements.

19

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Assets:
Investments, at value (Cost $307,949,047, $261,944,986 and $408,737,001)	$	335,513,898	(a)	$	283,885,016	(b)	$	455,010,112
Cash		15,016,423			11,206,615			19,376,751
Receivables:
Interest and dividends		493,101			123,249			605,774
Capital shares issued		151,191			189,637			7,686
Investments sold		415,439			—			—
From Adviser		44,305			13,406			35,146
Prepaid expenses		43,791			31,625			30,991
Total Assets		351,678,148			295,449,548			475,066,460
Liabilities:
Payables:
Collateral received on loaned securities		2,349,027			7,748,074			—
Capital shares redeemed		99,983			41,855			178,761
Accrued expenses and other payables:
Investment advisory fees		301,369			209,067			200,188
Administration fees		16,258			13,310			21,680
Custodian fees		3,153			4,555			3,888
Transfer agent fees		78,318			72,551			87,063
Compliance fees		207			172			283
12b-1 fees		17,718			17,462			48,138
Other accrued expenses		31,810			29,321			22,177
Total Liabilities		2,897,843			8,136,367			562,178
Net Assets:
Capital		291,204,408			241,526,000			368,466,344
Total accumulated earnings/(loss)		57,575,897			45,787,181			106,037,938
Net Assets	$	348,780,305		$	287,313,181		$	474,504,282
Net Assets
Class A	$	168,493,660		$	164,701,282		$	443,808,799
Class C		—			1,029,322			3,888,387
Class R		1,373,750			628,643			5,980,808
Class Y		175,081,311			120,953,934			20,826,288
Member Class		3,831,584			—			—
Total	$	348,780,305		$	287,313,181		$	474,504,282
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		6,972,284			6,898,666			8,657,827
Class C		—			50,900			93,950
Class R		65,244			28,308			117,785
Class Y		6,642,321			4,891,916			407,809
Member Class		158,143			—			—
Total		13,837,992			11,869,790			9,277,371
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	24.17		$	23.87		$	51.26
Class C (c)		—			20.22			41.39
Class R		21.06			22.21			50.78
Class Y		26.36			24.73			51.07
Member Class		24.23			—			—
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	$	25.64		$	25.33		$	54.39

(a)  Includes $2,315,629 of securities on loan.

(b)  Includes $7,339,014 of securities on loan.

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

See notes to financial statements.

20

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Assets:
Investments, at value (Cost $24,597,140 and $228,847,607)	$	26,927,040		$	331,672,602	(a)
Foreign currency, at value (Cost $— and $44,397)		—			44,397
Cash		3,190,741			50,829,442
Receivables:
Interest and dividends		39,843			537,711
Capital shares issued		29,000			146,127
Investments sold		—			11,549,302
From Adviser		19,904			29,329
Prepaid expenses		18,636			33,522
Total Assets		30,225,164			394,842,432
Liabilities:
Payables:
Collateral received on loaned securities		—			4,792,492
Investments purchased		170,906			10,589,952
Capital shares redeemed		4,704			399,045
Accrued expenses and other payables:
Investment advisory fees		25,181			354,911
Administration fees		1,364			19,106
Custodian fees		625			3,881
Transfer agent fees		7,850			56,762
Compliance fees		18			249
Trustees' fees		1			920
12b-1 fees		2,187			11,263
Other accrued expenses		5,617			25,008
Total Liabilities		218,453			16,253,589
Net Assets:
Capital		25,649,348			2,109,477,885
Total accumulated earnings/(loss)		4,357,363			(1,730,889,042	)
Net Assets	$	30,006,711		$	378,588,843
Net Assets
Class A	$	14,213,352		$	89,795,550
Class C		1,387,702			2,604,961
Class R		800,102			1,683,165
Class Y		13,605,555			284,505,167
Total	$	30,006,711		$	378,588,843
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,072,075			3,224,419
Class C		124,108			106,325
Class R		70,009			64,635
Class Y		988,278			9,760,551
Total		2,254,470			13,155,930
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	13.26		$	27.85
Class C (b)		11.18			24.50
Class R		11.43			26.04
Class Y		13.77			29.15
Maximum Sales Charge — Class A		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	14.07		$	29.55

(a)  Includes $4,718,454 of securities on loan.

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

See notes to financial statements.

21

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Investment Income:
Dividends	$	3,033,129		$	2,601,916		$	4,625,949
Interest		7,049			5,310			9,308
Securities lending (net of fees)		1,701			3,639			421
Foreign tax withholding		(22,134	)		(6,690	)		—
Total Income		3,019,745			2,604,175			4,635,678
Expenses:
Investment advisory fees		1,859,434			1,335,899			1,271,813
Administration fees		100,475			84,920			137,440
Sub-Administration fees		8,428			8,418			7,530
12b-1 fees — Class A		231,838			223,103			595,518
12b-1 fees — Class C		—			6,181			25,835
12b-1 fees — Class R		3,791			1,613			15,808
Custodian fees		10,119			6,649			12,158
Transfer agent fees — Class A		127,824			112,893			200,518
Transfer agent fees — Class C		—			613			1,415
Transfer agent fees — Class R		1,444			792			5,226
Transfer agent fees — Class Y		78,911			71,237			8,214
Transfer agent fees — Member Class		2,852			—			—
Trustees' fees		11,263			9,702			15,059
Compliance fees		1,310			1,118			1,800
Legal and audit fees		13,709			12,300			17,688
State registration and filing fees		37,495			27,578			27,461
Other expenses		22,978			17,381			21,194
Recoupment of prior expenses waived/reimbursed by Adviser		—			66			430
Total Expenses		2,511,871			1,920,463			2,365,107
Expenses waived/reimbursed by Adviser		(116,671	)		(33,574	)		(92,078	)
Net Expenses		2,395,200			1,886,889			2,273,029
Net Investment Income (Loss)		624,545			717,286			2,362,649
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		22,945,689			13,023,905			32,177,665
Net change in unrealized appreciation/depreciation on investment securities		(61,571,514	)		(43,444,642	)		(70,978,568	)
Net realized/unrealized gains (losses) on investments		(38,625,825	)		(30,420,737	)		(38,800,903	)
Change in net assets resulting from operations	$	(38,001,280	)	$	(29,703,451	)	$	(36,438,254	)

See notes to financial statements.

22

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Investment Income:
Dividends	$	203,305		$	3,802,781
Interest		935			125,640
Securities lending (net of fees)		10			653,869
Foreign tax withholding		—			(532,519	)
Total Income		204,250			4,049,771
Expenses:
Investment advisory fees		150,738			1,966,591
Administration fees		8,146			106,277
Sub-Administration fees		6,693			6,693
12b-1 fees — Class A		18,477			123,943
12b-1 fees — Class C		9,700			15,946
12b-1 fees — Class R		2,029			3,740
Custodian fees		2,057			16,233
Transfer agent fees — Class A		8,021			73,908
Transfer agent fees — Class C		1,273			1,683
Transfer agent fees — Class R		711			1,010
Transfer agent fees — Class Y		6,702			110,959
Trustees' fees		1,565			10,516
Compliance fees		106			1,295
Legal and audit fees		4,501			15,007
State registration and filing fees		20,926			38,406
Other expenses		6,372			21,728
Recoupment of prior expenses waived/reimbursed by Adviser		187			35
Total Expenses		248,204			2,513,970
Expenses waived/reimbursed by Adviser		(55,760	)		(62,308	)
Net Expenses		192,444			2,451,662
Net Investment Income (Loss)		11,806			1,598,109
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		1,934,815			65,039,968
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(3,387,668	)		(3,734,188	)
Net realized/unrealized gains (losses) on investments		(1,452,853	)		61,305,780
Change in net assets resulting from operations	$	(1,441,047	)	$	62,903,889

See notes to financial statements.

23

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	624,545		$	(449,102	)	$	717,286		$	748,848		$	2,362,649		$	5,769,360
Net realized gains (losses) from investments		22,945,689			80,047,267			13,023,905			67,085,450			32,177,665			79,181,305
Net change in unrealized appreciation/ depreciation on investments		(61,571,514	)		13,032,470			(43,444,642	)		11,836,881			(70,978,568	)		20,032,914
Change in net assets resulting from operations		(38,001,280	)		92,630,635			(29,703,451	)		79,671,179			(36,438,254	)		104,983,579
Distributions to Shareholders:
Class A		—			(28,047,422	)		—			(23,751,997	)		—			(55,880,468	)
Class C		—			—			—			(199,127	)		—			(812,225	)
Class R		—			(261,917	)		—			(83,609	)		—			(699,959	)
Class Y		—			(24,006,515	)		—			(17,934,828	)		—			(2,330,388	)
Member Class		—			(434,976	)		—			—			—			—
Change in net assets resulting from distributions to shareholders		—			(52,750,830	)		—			(41,969,561	)		—			(59,723,040	)
Change in net assets resulting from capital transactions		9,804,037			10,857,122			(17,682,484	)		(10,957,822	)		(17,774,707	)		5,894,424
Change in net assets		(28,197,243	)		50,736,927			(47,385,935	)		26,743,796			(54,212,961	)		51,154,963
Net Assets:
Beginning of period		376,977,548			326,240,621			334,699,116			307,955,320			528,717,243			477,562,280
End of period	$	348,780,305		$	376,977,548		$	287,313,181		$	334,699,116		$	474,504,282		$	528,717,243

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	5,945,049		$	32,378,102		$	4,078,373		$	12,582,595		$	6,746,770		$	18,537,698
Distributions reinvested		—			27,357,527			—			23,208,972			—			54,292,632
Cost of shares redeemed		(13,745,261	)		(38,380,359	)		(11,161,457	)		(27,845,087	)		(24,744,311	)		(63,635,769	)
Total Class A	$	(7,800,212	)	$	21,355,270		$	(7,083,084	)	$	7,946,480		$	(17,997,541	)	$	9,194,561
Class C
Proceeds from shares issued	$	—		$	—		$	87,546		$	93,397		$	210,440		$	183,579
Distributions reinvested		—			—			—			199,127			—			784,649
Cost of shares redeemed		—			—			(338,215	)		(1,731,042	)		(2,191,871	)		(6,904,121	)
Total Class C	$	—		$	—		$	(250,669	)	$	(1,438,518	)	$	(1,981,431	)	$	(5,935,893	)
Class R
Proceeds from shares issued	$	52,857		$	102,925		$	67,848		$	79,653		$	342,144		$	569,839
Distributions reinvested		—			261,917			—			78,836			—			695,951
Cost of shares redeemed		(172,704	)		(278,653	)		(13,476	)		(280,742	)		(317,031	)		(1,527,178	)
Total Class R	$	(119,847	)	$	86,189		$	54,372		$	(122,253	)	$	25,113		$	(261,388	)
Class Y
Proceeds from shares issued	$	34,014,942		$	64,038,117		$	4,387,104		$	12,404,934		$	4,119,994		$	4,827,781
Distributions reinvested		—			23,949,470			—			17,722,595			—			2,275,335
Cost of shares redeemed		(17,535,644	)		(101,782,209	)		(14,790,207	)		(47,471,060	)		(1,940,842	)		(4,205,972	)
Total Class Y	$	16,479,298		$	(13,794,622	)	$	(10,403,103	)	$	(17,343,531	)	$	2,179,152		$	2,897,144
Member Class
Proceeds from shares issued	$	1,778,175		$	4,042,884		$	—		$	—		$	—		$	—
Distributions reinvested		—			434,976			—			—			—			—
Cost of shares redeemed		(533,377	)		(1,267,575	)		—			—			—			—
Total Member Class	$	1,244,798		$	3,210,285		$	—		$	—		$	—		$	—
Change in net assets resulting from capital transactions	$	9,804,037		$	10,857,122		$	(17,682,484	)	$	(10,957,822	)	$	(17,774,707	)	$	5,894,424

(continues on next page)

See notes to financial statements.

25

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		226,181			1,071,551			159,420			459,952			123,184			327,763
Reinvested		—			1,045,777			—			900,018			—			1,000,925
Redeemed		(525,913	)		(1,316,022	)		(435,157	)		(1,031,826	)		(454,839	)		(1,117,937	)
Total Class A		(299,732	)		801,306			(275,737	)		328,144			(331,655	)		210,751
Class C
Issued		—			—			4,051			3,951			4,886			3,697
Reinvested		—			—			—			9,118			—			17,967
Redeemed		—			—			(15,592	)		(77,404	)		(50,255	)		(151,544	)
Total Class C		—			—			(11,541	)		(64,335	)		(45,369	)		(129,880	)
Class R
Issued		2,290			3,946			2,880			3,060			6,333			10,041
Reinvested		—			11,467			—			3,293			—			12,969
Redeemed		(7,603	)		(10,507	)		(565	)		(10,767	)		(5,976	)		(26,224	)
Total Class R		(5,313	)		4,906			2,315			(4,414	)		357			(3,214	)
Class Y
Issued		1,187,148			1,974,973			165,482			451,850			76,191			81,687
Reinvested		—			839,425			—			663,195			—			42,077
Redeemed		(614,464	)		(3,210,913	)		(553,450	)		(1,681,077	)		(35,754	)		(74,261	)
Total Class Y		572,684			(396,515	)		(387,968	)		(566,032	)		40,437			49,503
Member Class
Issued		67,292			132,546			—			—			—			—
Reinvested		—			16,583			—			—			—			—
Redeemed		(20,595	)		(41,908	)		—			—			—			—
Total Member Class		46,697			107,221			—			—			—			—
Change in Shares		314,336			516,918			(672,931	)		(306,637	)		(336,230	)		127,160

See notes to financial statements.

26

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	11,806		$	45,520		$	1,598,109		$	12,401
Net realized gains (losses) from investments		1,934,815			6,937,784			65,039,968			8,906,170
Net change in unrealized appreciation/depreciation on investments		(3,387,668	)		(144,539	)		(3,734,188	)		121,511,876
Change in net assets resulting from operations		(1,441,047	)		6,838,765			62,903,889			130,430,447
Distributions to Shareholders:
Class A		—			(2,084,214	)		—			—
Class C		—			(430,072	)		—			—
Class R		—			(124,797	)		—			—
Class Y		—			(1,716,122	)		—			(86,748	)
Change in net assets resulting from distributions to shareholders		—			(4,355,205	)		—			(86,748	)
Change in net assets resulting from capital transactions		324,073			762,677			22,516,131			3,720,084
Change in net assets		(1,116,974	)		3,246,237			85,420,020			134,063,783
Net Assets:
Beginning of period		31,123,685			27,877,448			293,168,823			159,105,040
End of period	$	30,006,711		$	31,123,685		$	378,588,843		$	293,168,823

(continues on next page)

See notes to financial statements.

27

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	1,384,596		$	1,456,481		$	32,058,551		$	45,428,214
Distributions reinvested		—			1,959,510			—			—
Cost of shares redeemed		(1,534,796	)		(2,154,752	)		(39,029,470	)		(36,106,014	)
Total Class A	$	(150,200	)	$	1,261,239		$	(6,970,919	)	$	9,322,200
Class C
Proceeds from shares issued	$	10,680		$	115,128		$	165,958		$	1,198,233
Distributions reinvested		—			430,072			—			—
Cost of shares redeemed		(1,225,296	)		(1,412,389	)		(1,474,474	)		(1,858,895	)
Total Class C	$	(1,214,616	)	$	(867,189	)	$	(1,308,516	)	$	(660,662	)
Class R
Proceeds from shares issued	$	53,767		$	37,764		$	608,775		$	1,274,162
Distributions reinvested		—			124,797			—			—
Cost of shares redeemed		(19,759	)		(47,693	)		(124,588	)		(1,575,801	)
Total Class R	$	34,008		$	114,868		$	484,187		$	(301,639	)
Class Y
Proceeds from shares issued	$	3,973,969		$	1,797,156		$	115,815,616		$	102,421,824
Distributions reinvested		—			1,711,171			—			81,976
Cost of shares redeemed		(2,319,088	)		(3,254,568	)		(85,504,237	)		(107,143,615	)
Total Class Y	$	1,654,881		$	253,759		$	30,311,379		$	(4,639,815	)
Change in net assets resulting from capital transactions	$	324,073		$	762,677		$	22,516,131		$	3,720,084

(continues on next page)

See notes to financial statements.

28

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Investors Fund						Victory Global Energy Transition Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		101,195			99,952			1,101,081			2,394,815
Reinvested		—			143,240			—			—
Redeemed		(111,304	)		(147,295	)		(1,338,538	)		(1,910,846	)
Total Class A		(10,109	)		95,897			(237,457	)		483,969
Class C
Issued		901			9,121			6,594			78,427
Reinvested		—			37,139			—			—
Redeemed		(106,452	)		(111,183	)		(62,430	)		(133,023	)
Total Class C		(105,551	)		(64,923	)		(55,836	)		(54,596	)
Class R
Issued		4,563			2,913			20,948			83,535
Reinvested		—			10,549			—			—
Redeemed		(1,615	)		(3,805	)		(4,723	)		(93,632	)
Total Class R		2,948			9,657			16,225			(10,097	)
Class Y
Issued		277,519			117,213			3,630,819			5,277,694
Reinvested		—			120,357			—			3,515
Redeemed		(162,067	)		(214,659	)		(2,778,561	)		(5,630,485	)
Total Class Y		115,452			22,911			852,258			(349,276	)
Change in Shares		2,740			63,542			575,190			70,000

See notes to financial statements.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Partners Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	26.82		0.02			(2.67	)		(2.65	)		—			—
Year Ended December 31:
2021	$	24.21		(0.09	)		7.14			7.05			—			(4.44	)
2020	$	24.47		0.04			0.07			0.11			—			(0.37	)
2019	$	20.66		0.12			6.12			6.24			(0.21	)		(2.22	)
2018	$	29.21		0.04			(3.52	)		(3.48	)		(0.08	)		(4.99	)
2017	$	31.58		(0.25	)		4.78			4.53			—			(6.90	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	23.41		(0.02	)		(2.33	)		(2.35	)		—			—
Year Ended December 31:
2021	$	21.65		(0.17	)		6.37			6.20			—			(4.44	)
2020	$	22.01		(0.03	)		0.04			0.01			—			(0.37	)
2019	$	18.79		0.03			5.55			5.58			(0.14	)		(2.22	)
2018	$	27.09		(0.04	)		(3.27	)		(3.31	)		—			(4.99	)
2017	$	29.84		(0.44	)		4.59			4.15			—			(6.90	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	29.21		0.07			(2.92	)		(2.85	)		—			—
Year Ended December 31:
2021	$	25.99		0.02			7.69			7.71			(0.05	)		(4.44	)
2020	$	26.17		0.12			0.07			0.19			—			(0.37	)
2019	$	21.94		0.21			6.52			6.73			(0.28	)		(2.22	)
2018	$	30.67		0.14			(3.71	)		(3.57	)		(0.17	)		(4.99	)
2017	$	32.75		(0.04	)		4.86			4.82			—			(6.90	)
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	26.87		0.05			(2.69	)		(2.64	)		—			—
Year Ended December 31:
2021	$	24.22		(0.04	)		7.17			7.13			(0.04	)		(4.44	)
November 3, 2020 (g) through December 31, 2020	$	19.64		0.01			4.94			4.95			—			(0.37	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

(f)  Reflects an increase in trading activity due to asset allocation shifts.

(g)  Commencement of operations.

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Partners Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	24.17		(9.88	)%		1.45	%		0.16	%		1.49	%	$	168,494		53	%
Year Ended December 31:
2021		(4.44	)	$	26.82		29.58	%		1.45	%		(0.29	)%		1.49	%	$	195,053		64	%
2020		(0.37	)	$	24.21		0.46	%		1.45	%		0.20	%		1.53	%	$	156,629		108	%(f)
2019		(2.43	)	$	24.47		30.69	%		1.45	%		0.49	%		1.52	%	$	193,630		57	%
2018		(5.07	)	$	20.66		(12.04	)%		1.45	%		0.14	%		1.52	%	$	175,723		62	%
2017		(6.90	)	$	29.21		14.21	%		1.45	%		(0.75	)%		1.50	%	$	259,050		38	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	21.06		(10.04	)%		1.81	%		(0.21	)%		2.54	%	$	1,374		53	%
Year Ended December 31:
2021		(4.44	)	$	23.41		29.15	%		1.81	%		(0.65	)%		2.48	%	$	1,652		64	%
2020		(0.37	)	$	21.65		0.06	%		1.81	%		(0.15	)%		2.87	%	$	1,421		108	%(f)
2019		(2.36	)	$	22.01		30.26	%		1.81	%		0.12	%		2.63	%	$	1,510		57	%
2018		(4.99	)	$	18.79		(12.39	)%		1.81	%		(0.16	)%		2.37	%	$	1,207		62	%
2017		(6.90	)	$	27.09		13.81	%		1.81	%		(1.40	)%		2.28	%	$	2,168		38	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	26.36		(9.76	)%		1.12	%		0.52	%		1.19	%	$	175,081		53	%
Year Ended December 31:
2021		(4.49	)	$	29.21		30.03	%		1.12	%		0.05	%		1.19	%	$	177,278		64	%
2020		(0.37	)	$	25.99		0.77	%		1.12	%		0.54	%		1.23	%	$	168,087		108	%(f)
2019		(2.50	)	$	26.17		31.18	%		1.12	%		0.82	%		1.21	%	$	232,432		57	%
2018		(5.16	)	$	21.94		(11.77	)%		1.12	%		0.48	%		1.19	%	$	250,709		62	%
2017		(6.90	)	$	30.67		14.59	%		1.12	%		(0.11	)%		1.21	%	$	349,022		38	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)		—		$	24.23		(9.83	)%		1.25	%		0.42	%		1.79	%	$	3,832		53	%
Year Ended December 31:
2021		(4.48	)	$	26.87		29.90	%		1.25	%		(0.14	)%		3.05	%	$	2,994		64	%
November 3, 2020 (g) through December 31, 2020		(0.37	)	$	24.22		25.22	%		1.25	%		0.36	%		33.63	%	$	102		108	%(f)

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Value Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	26.33		0.05			(2.51	)		(2.46	)		—			—
Year Ended December 31:
2021	$	23.68		0.03			6.34			6.37			(0.11	)		(3.61	)
2020	$	24.79		0.03			(0.68	)		(0.65	)		—			(0.46	)
2019	$	20.28		0.07			6.28			6.35			(0.14	)		(1.70	)
2018	$	26.21		0.06			(2.85	)		(2.79	)		(0.14	)		(3.00	)
2017	$	27.94		0.03			4.80			4.83			(0.04	)		(6.52	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	22.38		(0.04	)		(2.12	)		(2.16	)		—			—
Year Ended December 31:
2021	$	20.65		(0.16	)		5.50			5.34			—			(3.61	)
2020	$	21.85		(0.11	)		(0.63	)		(0.74	)		—			(0.46	)
2019	$	18.08		(0.11	)		5.58			5.47			—			(1.70	)
2018	$	23.76		(0.13	)		(2.55	)		(2.68	)		—			(3.00	)
2017	$	26.01		(0.08	)		4.35			4.27			—			(6.52	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	24.54		—	(f)		(2.33	)		(2.33	)		—			—
Year Ended December 31:
2021	$	22.27		(0.07	)		5.95			5.88			—	(f)		(3.61	)
2020	$	23.44		(0.05	)		(0.66	)		(0.71	)		—			(0.46	)
2019	$	19.26		(0.03	)		5.95			5.92			(0.04	)		(1.70	)
2018	$	25.06		(0.03	)		(2.72	)		(2.75	)		(0.05	)		(3.00	)
2017	$	27.03		(0.03	)		4.58			4.55			—			(6.52	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	27.23		0.08			(2.58	)		(2.50	)		—			—
Year Ended December 31:
2021	$	24.38		0.10			6.53			6.63			(0.17	)		(3.61	)
2020	$	25.45		0.08			(0.69	)		(0.61	)		—			(0.46	)
2019	$	20.77		0.13			6.44			6.57			(0.19	)		(1.70	)
2018	$	26.77		0.13			(2.92	)		(2.79	)		(0.21	)		(3.00	)
2017	$	28.40		0.06			4.94			5.00			(0.11	)		(6.52	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Value Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	23.87		(9.34	)%		1.30	%		0.36	%		1.32	%	$	164,701		36	%
Year Ended December 31:
2021		(3.72	)	$	26.33		27.31	%		1.30	%		0.12	%		1.34	%	$	188,881		69	%
2020		(0.46	)	$	23.68		(2.59	)%		1.30	%		0.14	%		1.37	%	$	162,145		73	%
2019		(1.84	)	$	24.79		31.35	%		1.30	%		0.28	%		1.35	%	$	207,200		54	%
2018		(3.14	)	$	20.28		(10.75	)%		1.30	%		0.24	%		1.34	%	$	179,535		65	%
2017		(6.56	)	$	26.21		17.41	%		1.30	%		0.09	%		1.33	%	$	239,994		64	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	20.22		(9.65	)%		2.07	%		(0.41	)%		2.90	%	$	1,029		36	%
Year Ended December 31:
2021		(3.61	)	$	22.38		26.28	%		2.07	%		(0.67	)%		2.33	%	$	1,398		69	%
2020		(0.46	)	$	20.65		(3.35	)%		2.07	%		(0.62	)%		2.60	%	$	2,618		73	%
2019		(1.70	)	$	21.85		30.32	%		2.07	%		(0.50	)%		2.29	%	$	4,872		54	%
2018		(3.00	)	$	18.08		(11.41	)%		2.07	%		(0.54	)%		2.14	%	$	9,428		65	%
2017		(6.52	)	$	23.76		16.53	%		2.07	%		(0.30	)%		2.08	%	$	16,916		64	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	22.21		(9.49	)%		1.69	%		(0.03	)%		2.94	%	$	629		36	%
Year Ended December 31:
2021		(3.61	)	$	24.54		26.77	%		1.69	%		(0.27	)%		1.80	%	$	638		69	%
2020		(0.46	)	$	22.27		(2.95	)%		1.69	%		(0.23	)%		4.03	%	$	677		73	%
2019		(1.74	)	$	23.44		30.89	%		1.69	%		(0.13	)%		3.47	%	$	1,022		54	%
2018		(3.05	)	$	19.26		(11.12	)%		1.69	%		(0.11	)%		2.82	%	$	1,019		65	%
2017		(6.52	)	$	25.06		16.95	%		1.69	%		(0.11	)%		2.29	%	$	1,625		64	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	24.73		(9.18	)%		1.06	%		0.60	%		1.07	%	$	120,954		36	%
Year Ended December 31:
2021		(3.78	)	$	27.23		27.57	%		1.06	%		0.36	%		1.06	%	$	143,783		69	%
2020		(0.46	)	$	24.38		(2.37	)%		1.06	%		0.38	%		1.10	%	$	142,515		73	%
2019		(1.89	)	$	25.45		31.69	%		1.06	%		0.51	%		1.07	%	$	176,749		54	%
2018		(3.21	)	$	20.77		(10.54	)%		1.06	%		0.49	%		1.06	%	$	166,538		65	%
2017		(6.63	)	$	26.77		17.71	%		1.06	%		0.20	%		1.06	%	$	247,528		64	%

See notes to financial statements.

33

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	55.16		0.25			(4.15	)		(3.90	)		—			—
Year Ended December 31:
2021	$	50.59		0.65			10.81			11.46			(0.57	)		(6.32	)
2020	$	53.11		0.52			(1.12	)		(0.60	)		(0.15	)		(1.77	)
2019	$	42.20		0.51			12.44			12.95			(0.37	)		(1.67	)
2018	$	56.61		0.44			(5.67	)		(5.23	)		(0.38	)		(8.80	)
2017	$	51.86		0.38			9.10			9.48			—	(f)		(4.73	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	44.72		0.02			(3.35	)		(3.33	)		—			—
Year Ended December 31:
2021	$	42.07		0.13			8.97			9.10			(0.13	)		(6.32	)
2020	$	44.70		0.14			(1.00	)		(0.86	)		—			(1.77	)
2019	$	35.78		0.10			10.50			10.60			(0.01	)		(1.67	)
2018	$	49.50		(0.03	)		(4.89	)		(4.92	)		—	(f)		(8.80	)
2017	$	46.22		(0.04	)		8.05			8.01			—			(4.73	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	54.74		0.15			(4.11	)		(3.96	)		—			—
Year Ended December 31:
2021	$	50.28		0.43			10.73			11.16			(0.38	)		(6.32	)
2020	$	52.83		0.35			(1.13	)		(0.78	)		—			(1.77	)
2019	$	42.01		0.32			12.36			12.68			(0.19	)		(1.67	)
2018	$	56.35		0.22			(5.61	)		(5.39	)		(0.15	)		(8.80	)
2017	$	51.83		0.18			9.07			9.25			—			(4.73	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	54.90		0.31			(4.14	)		(3.83	)		—			—
Year Ended December 31:
2021	$	50.37		0.78			10.76			11.54			(0.69	)		(6.32	)
2020	$	52.87		0.62			(1.10	)		(0.48	)		(0.25	)		(1.77	)
2019	$	42.01		0.61			12.38			12.99			(0.46	)		(1.67	)
2018	$	56.38		0.55			(5.64	)		(5.09	)		(0.48	)		(8.80	)
2017	$	51.66		0.49			9.07			9.56			(0.11	)		(4.73	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

34

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Large Cap Alpha Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	51.26		(7.07	)%		0.89	%		0.93	%		0.92	%	$	443,809		31	%
Year Ended December 31:
2021		(6.89	)	$	55.16		23.00	%		0.89	%		1.13	%		0.93	%	$	495,890		52	%
2020		(1.92	)	$	50.59		(1.03	)%		0.89	%		1.13	%		0.95	%	$	444,160		95	%
2019		(2.04	)	$	53.11		30.73	%		0.89	%		1.03	%		0.95	%	$	520,159		51	%
2018		(9.18	)	$	42.20		(9.31	)%		0.89	%		0.77	%		0.93	%	$	439,035		59	%
2017		(4.73	)	$	56.61		18.32	%		0.89	%		0.68	%		0.94	%	$	540,762		55	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	41.39		(7.45	)%		1.69	%		0.10	%		1.88	%	$	3,888		31	%
Year Ended December 31:
2021		(6.45	)	$	44.72		22.05	%		1.69	%		0.27	%		1.80	%	$	6,230		52	%
2020		(1.77	)	$	42.07		(1.85	)%		1.69	%		0.37	%		1.79	%	$	11,326		95	%
2019		(1.68	)	$	44.70		29.70	%		1.69	%		0.24	%		1.74	%	$	17,028		51	%
2018		(8.80	)	$	35.78		(10.03	)%		1.69	%		(0.06	)%		1.75	%	$	18,227		59	%
2017		(4.73	)	$	49.50		17.36	%		1.69	%		(0.08	)%		1.71	%	$	29,771		55	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	50.78		(7.23	)%		1.26	%		0.57	%		1.43	%	$	5,981		31	%
Year Ended December 31:
2021		(6.70	)	$	54.74		22.55	%		1.26	%		0.75	%		1.44	%	$	6,428		52	%
2020		(1.77	)	$	50.28		(1.41	)%		1.26	%		0.77	%		1.50	%	$	6,066		95	%
2019		(1.86	)	$	52.83		30.23	%		1.26	%		0.66	%		1.48	%	$	7,232		51	%
2018		(8.95	)	$	42.01		(9.63	)%		1.26	%		0.38	%		1.40	%	$	6,348		59	%
2017		(4.73	)	$	56.35		17.87	%		1.26	%		0.33	%		1.42	%	$	10,229		55	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	51.07		(6.98	)%		0.68	%		1.16	%		0.71	%	$	20,826		31	%
Year Ended December 31:
2021		(7.01	)	$	54.90		23.28	%		0.68	%		1.35	%		0.68	%	$	20,169		52	%
2020		(2.02	)	$	50.37		(0.83	)%		0.68	%		1.34	%		0.82	%	$	16,011		95	%
2019		(2.13	)	$	52.87		30.99	%		0.68	%		1.24	%		0.78	%	$	20,021		51	%
2018		(9.28	)	$	42.01		(9.11	)%		0.68	%		0.96	%		0.75	%	$	21,827		59	%
2017		(4.84	)	$	56.38		18.56	%		0.68	%		0.88	%		0.72	%	$	33,638		55	%

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Investors Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	13.90		—	(f)		(0.64	)		(0.64	)		—			—
Year Ended December 31:
2021	$	12.84		0.02			3.25			3.27			—	(f)		(2.21	)
2020	$	13.10		(0.01	)		(0.21	)		(0.22	)		—			(0.04	)
2019	$	10.68		—	(f)		2.99			2.99			—			(0.57	)
2018	$	13.86		—	(f)		(1.27	)		(1.27	)		—			(1.91	)
2017	$	13.65		(0.03	)		2.23			2.20			—			(1.99	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	11.76		(0.05	)		(0.53	)		(0.58	)		—			—
Year Ended December 31:
2021	$	11.22		(0.08	)		2.83			2.75			—			(2.21	)
2020	$	11.54		(0.08	)		(0.20	)		(0.28	)		—			(0.04	)
2019	$	9.53		(0.08	)		2.66			2.58			—			(0.57	)
2018	$	12.68		(0.10	)		(1.14	)		(1.24	)		—			(1.91	)
2017	$	12.73		(0.19	)		2.13			1.94			—			(1.99	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	12.02		(0.03	)		(0.56	)		(0.59	)		—			—
Year Ended December 31:
2021	$	11.41		(0.06	)		2.88			2.82			—			(2.21	)
2020	$	11.72		(0.07	)		(0.20	)		(0.27	)		—			(0.04	)
2019	$	9.66		(0.07	)		2.70			2.63			—			(0.57	)
2018	$	12.81		(0.08	)		(1.16	)		(1.24	)		—			(1.91	)
2017	$	12.83		(0.17	)		2.14			1.97			—			(1.99	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	14.41		0.02			(0.66	)		(0.64	)		—			—
Year Ended December 31:
2021	$	13.24		0.06			3.36			3.42			(0.04	)		(2.21	)
2020	$	13.47		0.02			(0.21	)		(0.19	)		—			(0.04	)
2019	$	10.94		0.03			3.07			3.10			—			(0.57	)
2018	$	14.10		0.03			(1.28	)		(1.25	)		—			(1.91	)
2017	$	13.82		0.03			2.24			2.27			—			(1.99	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Investors Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	13.26		(4.60	)%		1.33	%		0.02	%		1.65	%	$	14,213		38	%
Year Ended December 31:
2021		(2.21	)	$	13.90		25.74	%		1.33	%		0.13	%		1.66	%	$	15,039		68	%
2020		(0.04	)	$	12.84		(1.68	)%		1.33	%		(0.08	)%		1.71	%	$	12,663		66	%
2019		(0.57	)	$	13.10		28.01	%		1.33	%		0.03	%		1.62	%	$	16,906		64	%
2018		(1.91	)	$	10.68		(9.36	)%		1.33	%		(0.03	)%		1.58	%	$	15,682		56	%
2017		(1.99	)	$	13.86		16.28	%		1.33	%		(0.24	)%		1.54	%	$	20,419		80	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	11.18		(4.93	)%		2.07	%		(0.80	)%		2.77	%	$	1,388		38	%
Year Ended December 31:
2021		(2.21	)	$	11.76		24.78	%		2.07	%		(0.64	)%		2.42	%	$	2,702		68	%
2020		(0.04	)	$	11.22		(2.43	)%		2.07	%		(0.85	)%		2.75	%	$	3,306		66	%
2019		(0.57	)	$	11.54		27.08	%		2.07	%		(0.73	)%		2.54	%	$	6,898		64	%
2018		(1.91	)	$	9.53		(10.08	)%		2.07	%		(0.82	)%		2.44	%	$	7,282		56	%
2017		(1.99	)	$	12.68		15.48	%		2.07	%		(1.42	)%		2.35	%	$	11,149		80	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	11.43		(4.91	)%		1.95	%		(0.60	)%		2.89	%	$	800		38	%
Year Ended December 31:
2021		(2.21	)	$	12.02		25.00	%		1.95	%		(0.49	)%		1.96	%	$	806		68	%
2020		(0.04	)	$	11.41		(2.30	)%		1.95	%		(0.71	)%		4.41	%	$	655		66	%
2019		(0.57	)	$	11.72		27.24	%		1.95	%		(0.59	)%		3.85	%	$	844		64	%
2018		(1.91	)	$	9.66		(9.91	)%		1.95	%		(0.64	)%		3.15	%	$	831		56	%
2017		(1.99	)	$	12.81		15.50	%		1.95	%		(1.27	)%		2.72	%	$	1,379		80	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	13.77		(4.44	)%		1.05	%		0.32	%		1.39	%	$	13,606		38	%
Year Ended December 31:
2021		(2.25	)	$	14.41		26.07	%		1.05	%		0.40	%		1.32	%	$	12,577		68	%
2020		(0.04	)	$	13.24		(1.41	)%		1.05	%		0.17	%		1.50	%	$	11,253		66	%
2019		(0.57	)	$	13.47		28.35	%		1.05	%		0.27	%		1.43	%	$	19,146		64	%
2018		(1.91	)	$	10.94		(9.06	)%		1.05	%		0.18	%		1.37	%	$	14,669		56	%
2017		(1.99	)	$	14.10		16.59	%		1.05	%		0.19	%		1.25	%	$	27,131		80	%

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory Global Energy Transition Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	22.62		0.08			5.15			5.23			—			—
Year Ended December 31:
2021	$	12.36		(0.04	)		10.30			10.26			—			—
2020	$	9.71		(0.01	)		2.67			2.66			(0.01	)		(0.01	)
2019	$	12.86		—	(g)		(3.15	)		(3.15	)		—			—
2018	$	23.73		(0.14	)		(10.73	)		(10.87	)		—			—
2017	$	23.49		(0.22	)		0.46			0.24			—			—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	19.98		(0.04	)		4.56			4.52			—			—
Year Ended December 31:
2021	$	11.00		(0.17	)		9.15			8.98			—			—
2020	$	8.71		(0.07	)		2.36			2.29			—			—
2019	$	11.63		(0.08	)		(2.84	)		(2.92	)		—			—
2018	$	21.63		(0.28	)		(9.72	)		(10.00	)		—			—
2017	$	21.59		(0.36	)		0.40			0.04			—			—
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	21.19		0.03			4.82			4.85			—			—
Year Ended December 31:
2021	$	11.62		(0.12	)		9.69			9.57			—			—
2020	$	9.16		(0.04	)		2.50			2.46			—			—
2019	$	12.18		(0.04	)		(2.98	)		(3.02	)		—			—
2018	$	22.56		(0.20	)		(10.18	)		(10.38	)		—			—
2017	$	22.42		(0.29	)		0.43			0.14			—			—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	23.64		0.14			5.37			5.51			—			—
Year Ended December 31:
2021	$	12.88		0.02			10.75			10.77			(0.01	)		(0.01	)
2020	$	10.11		0.02			2.78			2.80			(0.03	)		(0.03	)
2019	$	13.38		0.03			(3.27	)		(3.24	)		(0.03	)		(0.03	)
2018	$	24.60		(0.06	)		(11.16	)		(11.22	)		—			—
2017	$	24.28		(0.14	)		0.46			0.32			—			—

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

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

(c)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

(d)  Annualized for periods less than one year.

(e)  Does not include acquired fund fees and expenses, if any.

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

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

(h)  Amount is less than 0.005%.

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

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)(c)			Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(f)
Victory Global Energy Transition Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	27.85		23.12	%		1.48	%		0.55	%		1.52	%	$	89,796		35	%
Year Ended December 31:
2021	$	22.62		83.01	%		1.48	%		(0.21	)%		1.58	%	$	78,317		79	%
2020	$	12.36		27.35	%		1.48	%		(0.15	)%		1.79	%	$	36,803		46	%
2019	$	9.71		(24.49	)%		1.48	%		—	%(h)		1.69	%	$	32,630		24	%
2018	$	12.86		(45.81	)%		1.48	%		(0.65	)%		1.54	%	$	64,001		26	%
2017	$	23.73		1.02	%		1.48	%		(0.93	)%		1.55	%	$	262,455		57	%(i)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	24.50		22.62	%		2.28	%		(0.31	)%		2.55	%	$	2,605		35	%
Year Ended December 31:
2021	$	19.98		81.64	%		2.28	%		(1.02	)%		2.41	%	$	3,240		79	%
2020	$	11.00		26.29	%		2.28	%		(0.92	)%		3.32	%	$	2,385		46	%
2019	$	8.71		(25.11	)%		2.28	%		(0.81	)%		2.75	%	$	2,949		24	%
2018	$	11.63		(46.26	)%		2.28	%		(1.42	)%		2.38	%	$	6,939		26	%
2017	$	21.63		0.23	%		2.28	%		(1.72	)%		2.35	%	$	20,428		57	%(i)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	26.04		22.89	%		1.86	%		0.25	%		2.34	%	$	1,683		35	%
Year Ended December 31:
2021	$	21.19		82.36	%		1.86	%		(0.70	)%		1.89	%	$	1,026		79	%
2020	$	11.62		26.86	%		1.86	%		(0.51	)%		5.74	%	$	680		46	%
2019	$	9.16		(24.79	)%		1.86	%		(0.37	)%		4.31	%	$	621		24	%
2018	$	12.18		(46.01	)%		1.86	%		(0.99	)%		2.50	%	$	920		26	%
2017	$	22.56		0.62	%		1.86	%		(1.31	)%		2.20	%	$	2,442		57	%(i)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	29.15		23.31	%		1.15	%		0.92	%		1.18	%	$	284,505		35	%
Year Ended December 31:
2021	$	23.64		83.62	%		1.15	%		0.10	%		1.21	%	$	210,586		79	%
2020	$	12.88		27.73	%		1.15	%		0.18	%		1.28	%	$	119,237		46	%
2019	$	10.11		(24.25	)%		1.15	%		0.27	%		1.26	%	$	114,972		24	%
2018	$	13.38		(45.63	)%		1.15	%		(0.29	)%		1.20	%	$	393,581		26	%
2017	$	24.60		1.36	%		1.15	%		(0.58	)%		1.19	%	$	1,126,533		57	%(i)

See notes to financial statements.

39

Victory Portfolios Notes to Financial Statements
June 30, 2022

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 40 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

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

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

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("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.

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)

40

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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

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

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

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

Debt securities are valued each business day by a pricing service approved by the 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.

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

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

A summary of the valuations as of June 30, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS Partners Fund
Common Stocks	$	332,577,502	$	—	$	—	$	332,577,502
Preferred Stocks		—		—		587,369		587,369
Collateral for Securities Loaned		2,349,027		—		—		2,349,027
Total	$	334,926,529	$	—	$	587,369	$	335,513,898
RS Value Fund
Common Stocks	$	276,136,942	$	—	$	—	$	276,136,942
Collateral for Securities Loaned		7,748,074		—		—		7,748,074
Total	$	283,885,016	$	—	$	—	$	283,885,016
RS Large Cap Alpha Fund
Common Stocks	$	455,010,112	$	—	$	—	$	455,010,112
Total	$	455,010,112	$	—	$	—	$	455,010,112

41

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

	Level 1		Level 2		Level 3		Total
RS Investors Fund
Common Stocks	$	26,927,040	$	—	$	—	$	26,927,040
Total	$	26,927,040	$	—	$	—	$	26,927,040
Global Energy Transition Fund
Common Stocks	$	305,608,208	$	16,107,360	$	—	$	321,715,568
Preferred Stocks		2,458,269		—		—		2,458,269
Convertible Corporate Bonds		—		2,706,273		—		2,706,273
Collateral for Securities Loaned		4,792,492		—		—		4,792,492
Total	$	312,858,969	$	18,813,633	$	—	$	331,672,602

For the six months ended June 30, 2022, Global Energy Transition Fund had transfers out of Level 3 of 2.17% of net assets.

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

Global Energy Transition Fund
Balance as of December 31, 2021	$	8,231
Accrued discount (premium)		—
Realized Gain (Loss)		—
Change in Unrealized Appreciation/Depreciation		—
Purchases		—
Sales Proceeds		—
Transfers into Level 3		—
Transfers out of Level 3		(8,231	)
Balance as of June 30, 2022	$	—

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Open-End Funds:

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

Special Purpose Acquisition Companies ("SPAC"):

The Funds may invest in stock, warrants and other securities of special purpose acquisition companies ("SPACs"). A SPAC typically is a publicly traded company that raises funds through an initial public offering ("IPO") for the purpose of acquiring or merging with another company to be identified subsequent to the SPAC's IPO. If a Fund purchases shares of a SPAC in an IPO it generally will bear a sales commission, which may be significant. The securities of a SPAC are often issued in "units" that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right to purchase additional shares or partial shares. Unless and until a transaction is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market funds and similar investments whose returns or yields may be significantly

42

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

lower than those of the Fund's other investments. If an acquisition or merger that meets the requirements for the SPAC is not completed within a pre-established period of time, the invested funds are returned to the SPAC's shareholders, less certain permitted expenses, and any rights or warrants issued by the SPAC will expire worthless.

Private Investments in Public Equities:

The Funds may acquire common stock or a security convertible into common stock, such as a warrant or convertible preferred stock, directly from an issuer seeking to raise capital in a private placement pursuant to Regulation D under the 1933 Act. These transactions are commonly referred to as a private placement in a publicly held company, or "PIPE." The issuer's common stock is usually publicly traded on a U.S. securities exchange or in the over-the-counter market, but the securities acquired will be subject to restrictions on resale imposed by U.S. securities laws absent an effective registration statement. In recognition of the illiquid nature of the securities being acquired, the purchase price paid in a PIPE transaction (or the conversion price of the convertible securities being acquired) will typically be fixed at a discount to the prevailing market price of the issuer's common stock at the time of the transaction. As part of a PIPE transaction, the issuer usually will be contractually obligated to seek to register, within an agreed upon period of time for public resale under the U.S. securities laws, the common stock or the shares of common stock issuable upon conversion of the convertible securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the issuer's securities. If the issuer fails to so register the shares within that period, the buyer may be entitled to additional consideration from the issuer (e.g., warrants to acquire additional shares of common stock), but the buyer may not be able to sell its shares unless and until the registration process is successfully completed. Thus PIPE transactions present certain risks not associated with open market purchases of equities.

Investment Transactions and Related Income:

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

Litigation income received during the year is recorded as realized gains by the Funds when such information becomes known. Gains of this type are infrequent to the Funds and are not expected to reoccur on a consistent basis. Class action litigation income received by the RS Investors Fund for the six months ended June 30, 2022, amounted to $332,485 and is reflected on the Statements of Operations within Net realized gains (losses) from investment securities and foreign currency transactions.

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

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not

43

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
RS Partners Fund	$	2,315,629	$	—	$	2,349,027
RS Value Fund		7,339,014		—		7,748,074
Global Energy Transition Fund		4,718,454		—		4,792,492

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 transactions on the Statements of Operations.

Federal Income Taxes:

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

For the six months ended June 30, 2022, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

44

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2022, were as follows:

	Excluding U.S. Government Securities
	Purchases		Sales
RS Partners Fund	$	194,972,059	$	191,285,644
RS Value Fund		110,454,239		131,220,508
RS Large Cap Alpha Fund		151,187,984		168,163,352
RS Investors Fund		10,904,165		12,771,474
Global Energy Transition Fund		119,424,681		131,113,296

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, 2022, certain fund-of-funds owned total outstanding shares of the Funds as follows:

Global Energy Transition Fund	Ownership %
Victory Strategic Allocation Fund		0.4
RS Partners Fund	Ownership %
Victory Strategic Allocation Fund		0.3

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 SEC. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

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

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

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

Amounts incurred and paid to VCM for the six months ended June 30, 2022, are reflected on the Statements of Operations as Investment advisory fees.

45

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

Administration and Servicing Fees:

VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:

Net Assets
Up to $15 billion			$15 billion – $30 billion			Over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2022, 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 Funds 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 six months ended June 30, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Transfer agent fees.

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

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

46

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class C, and Class R. Amounts incurred for the six-months ended June 30, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of the Class A. For the six months ended June 30, 2022, the Distributor received $13,664 from commissions earned in connection with 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 six months ended June 30, 2022, 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 the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2023
	Class A			Class C			Class R			Class Y			Member Class
RS Partners Fund		1.45	%		N/A			1.81	%		1.12	%		1.25	%
RS Value Fund		1.30	%		2.07	%		1.69	%		1.06	%		N/A
RS Large Cap Alpha Fund		0.89	%		1.69	%		1.26	%		0.68	%		N/A
RS Investors Fund		1.33	%		2.07	%		1.95	%		1.05	%		N/A
Global Energy Transition Fund		1.48	%		2.28	%		1.86	%		1.15	%		N/A

Under the terms of the expense limitation agreements, as amended May 1, 2022, 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.

As of June 30, 2022, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022.

	Expires 2022		Expires 2023		Expires 2024		Expires 2025		Total
RS Partners Fund	$	154,596	$	316,786	$	229,651	$	116,671	$	817,704
RS Value Fund		69,767		199,071		70,218		33,574		372,630
RS Large Cap Alpha Fund		153,277		314,607		211,774		92,078		771,736
RS Investors Fund		83,503		146,600		90,433		55,760		376,296
Global Energy Transition Fund		112,827		234,015		186,151		62,308		595,301

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2022.

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.

47

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

6. Risks:

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

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

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

Special Purpose Acquisition Company Risk — An investment in a SPAC is subject to a variety of risks, including that (1) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and other expenses; (2) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Fund's investments in SPACs will not significantly contribute to the Fund's distributions to shareholders; (3) an attractive acquisition or merger target may not be identified at all or a proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders and/or antitrust and securities regulators; (4) the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be redeemed by the SPAC at an unfavorable price; (5) the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (6) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (7) while a SPAC is seeking a transaction target, its stock may be thinly traded and/or illiquid and there can be no assurance that a market will develop, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest's intrinsic value, (8) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; and (9) the values of investments in SPACs may be highly volatile and may depreciate significantly over time. The proceeds of a SPAC IPO that are placed in trust are subject to risks, including the risk of insolvency of the custodian of the funds, fraud by the trustee, interest rate risk and credit and liquidity risk relating to the securities and money market funds in which the proceeds are invested.

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

Concentration Risk — The Global Energy Transition Fund (herein, the Fund) may concentrate its investments in a particular industry, as the term "concentration is used in the 1940 Act. Concentrating investments in the Natural Resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector.

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they cause the Fund's cash position or cash requirements to exceed normal levels.

Natural Resources Investment Risk — Investment in companies in natural resources industries (including those in the energy sector) can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. For example, the COVID-19 pandemic has drastically reduced the demand for various natural resources and has drastically increased the price volatility of natural resources and companies within the natural resources industry. An extended period of reduced (or negative) prices may significantly lengthen the time that companies within the natural resources industries would need to recover after a stabilization of prices. Investments in interests in gas or mineral exploration or development programs, including pipelines, may be held through master limited partnerships, which are generally subject to many of the risks that apply to partnerships and may also be subject to certain tax risks.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month Secured Overnight Financing Rate (SOFR) plus 1.10 percent. Interest charged to each fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the six months ended June 30, 2022.

49

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows 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, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Funds did not utilize or participate in the Facility during the six months ended June 30, 2022.

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year ending December 31, 2022.

As of tax year ended December 31, 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.

	Short-Term Amount		Long-Term Amount		Total
Global Energy Transition Fund	$	—	$	1,823,189,805	$	1,823,189,805

50

Victory Portfolios Supplemental Information
June 30, 2022

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 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 are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund 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, 2022, through June 30, 2022.

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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
RS Partners Fund
Class A	$	1,000.00	$	901.20	$	1,017.60	$	6.84	$	7.25		1.45	%
Class R		1,000.00		899.60		1,015.82		8.53		9.05		1.81	%
Class Y		1,000.00		902.40		1,019.24		5.28		5.61		1.12	%
Member Class		1,000.00		901.70		1,018.60		5.89		6.26		1.25	%
RS Value Fund
Class A		1,000.00		906.60		1,018.35		6.15		6.51		1.30	%
Class C		1,000.00		903.50		1,014.53		9.77		10.34		2.07	%
Class R		1,000.00		905.10		1,016.41		7.98		8.45		1.69	%
Class Y		1,000.00		908.20		1,019.54		5.02		5.31		1.06	%

51

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
RS Large Cap Alpha Fund
Class A	$	1,000.00	$	929.30	$	1,020.38	$	4.26	$	4.46		0.89	%
Class C		1,000.00		925.50		1,016.41		8.07		8.45		1.69	%
Class R		1,000.00		927.70		1,018.55		6.02		6.31		1.26	%
Class Y		1,000.00		930.20		1,021.42		3.25		3.41		0.68	%
RS Investors Fund
Class A		1,000.00		954.00		1,018.20		6.44		6.66		1.33	%
Class C		1,000.00		950.70		1,014.53		10.01		10.34		2.07	%
Class R		1,000.00		950.90		1,015.12		9.43		9.74		1.95	%
Class Y		1,000.00		955.60		1,019.59		5.09		5.26		1.05	%
Global Energy Transition Fund
Class A		1,000.00		1,231.20		1,017.46		8.19		7.40		1.48	%
Class C		1,000.00		1,226.20		1,013.49		12.59		11.38		2.28	%
Class R		1,000.00		1,228.90		1,015.57		10.28		9.30		1.86	%
Class Y		1,000.00		1,233.10		1,019.09		6.37		5.76		1.15	%

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

52

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (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 24, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

53

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)
	800-235-8396 for Member Class

VPRSVF-SAR (6/22)

June 30, 2022

Semi Annual Report

Victory RS Small Cap Growth Fund

Victory RS Select Growth Fund

Victory RS Mid Cap Growth Fund

Victory RS Growth Fund

Victory RS Science and Technology Fund

Victory RS Small Cap Equity Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS Small Cap Growth Fund	9
Victory RS Select Growth Fund	13
Victory RS Mid Cap Growth Fund	15
Victory RS Growth Fund	18
Victory RS Science and Technology Fund	20
Victory RS Small Cap Equity Fund	24
Financial Statements
Statements of Assets and Liabilities	26
Statements of Operations	28
Statements of Changes in Net Assets	30
Financial Highlights	36
Notes to Financial Statements	58
Supplemental Information	67
Proxy Voting and Portfolio Holdings Information	67
Expense Examples	67
Liquidity Risk Management Program	69
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at vcm.com or call 800-539-3863 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

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

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

Call Victory at:

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

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS Small Cap Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

MACOM Technology Solutions Holdings, Inc.	3.1	%
Evoqua Water Technologies Corp.	2.7	%
Advanced Energy Industries, Inc.	2.5	%
WNS Holdings Ltd.	2.5	%
Acushnet Holdings Corp.	2.2	%
Inspire Medical Systems, Inc.	2.1	%
Chart Industries, Inc.	2.0	%
HealthEquity, Inc.	1.9	%
Matador Resources Co.	1.9	%
Varonis Systems, Inc.	1.9	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

3

Victory Portfolios
Victory RS Select Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Evoqua Water Technologies Corp.	3.5	%
Jazz Pharmaceuticals PLC	3.0	%
Chart Industries, Inc.	2.8	%
Intra-Cellular Therapies, Inc.	2.8	%
MACOM Technology Solutions Holdings, Inc.	2.8	%
Varonis Systems, Inc.	2.7	%
BioCryst Pharmaceuticals, Inc.	2.7	%
Acadia Healthcare Co., Inc.	2.7	%
YETI Holdings, Inc.	2.7	%
Five9, Inc.	2.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

4

Victory Portfolios
Victory RS Mid Cap Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Synopsys, Inc.	3.5	%
Chipotle Mexican Grill, Inc.	2.6	%
Datadog, Inc., Class A	2.5	%
ZoomInfo Technologies, Inc.	2.5	%
West Pharmaceutical Services, Inc.	2.4	%
AmerisourceBergen Corp.	2.3	%
Chart Industries, Inc.	2.3	%
Palo Alto Networks, Inc.	2.3	%
Teledyne Technologies, Inc.	2.3	%
Diamondback Energy, Inc.	2.3	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

5

Victory Portfolios
Victory RS Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Microsoft Corp.	13.7	%
Apple, Inc.	10.9	%
Alphabet, Inc., Class C	8.3	%
Visa, Inc., Class A	5.0	%
Amazon.com, Inc.	4.7	%
Vertex Pharmaceuticals, Inc.	3.7	%
Tesla, Inc.	3.2	%
ServiceNow, Inc.	2.7	%
Constellation Brands, Inc., Class A	2.4	%
Jazz Pharmaceuticals PLC	2.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

6

Victory Portfolios
Victory RS Science and Technology Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Microsoft Corp.	9.8	%
Vertex Pharmaceuticals, Inc.	5.7	%
Amazon.com, Inc.	3.6	%
MACOM Technology Solutions Holdings, Inc.	3.2	%
ServiceNow, Inc.	2.9	%
Impinj, Inc.	2.7	%
Jazz Pharmaceuticals PLC	2.4	%
Visa, Inc., Class A	2.0	%
MKS Instruments, Inc.	2.0	%
Lattice Semiconductor Corp.	2.0	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

7

Victory Portfolios
Victory RS Small Cap Equity Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Evoqua Water Technologies Corp.	6.7	%
Chart Industries, Inc.	5.5	%
Shift4 Payments, Inc., Class A	4.5	%
Trupanion, Inc.	4.1	%
Acushnet Holdings Corp.	4.0	%
ACI Worldwide, Inc.	3.9	%
MACOM Technology Solutions Holdings, Inc.	3.2	%
CBIZ, Inc.	3.2	%
YETI Holdings, Inc.	3.2	%
Impinj, Inc.	3.2	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

8

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.7%)
Biotechnology (10.4%):
Alkermes PLC (a)		451,510	$	13,450,483
Apellis Pharmaceuticals, Inc. (a)		264,400		11,956,168
BioCryst Pharmaceuticals, Inc. (a)		1,403,360		14,847,549
DermTech, Inc. (a) (b)		455,490		2,523,415
Equillium, Inc. (a)		1,620,354		3,305,522
Fate Therapeutics, Inc. (a) (b)		418,800		10,377,864
Halozyme Therapeutics, Inc. (a)		337,450		14,847,800
Karuna Therapeutics, Inc. (a)		87,670		11,091,132
Kezar Life Sciences, Inc. (a)		1,076,530		8,902,903
Kura Oncology, Inc. (a)		307,500		5,636,475
Opthea Ltd., ADR (a) (c)		769,820		4,849,866
SpringWorks Therapeutics, Inc. (a) (b)		390,570		9,615,833
				111,405,010
Communication Services (2.7%):
World Wrestling Entertainment, Inc., Class A (b)		280,810		17,547,817
ZipRecruiter, Inc. (a)		745,700		11,051,274
				28,599,091
Consumer Discretionary (9.3%):
Acushnet Holdings Corp.		556,630		23,200,338
Boot Barn Holdings, Inc. (a)		181,080		12,478,223
Funko, Inc., Class A (a)		336,830		7,518,046
Gentherm, Inc. (a)		182,900		11,414,789
Ollie's Bargain Outlet Holdings, Inc. (a)		143,290		8,418,287
Papa John's International, Inc.		105,620		8,821,382
Wingstop, Inc.		128,480		9,606,450
YETI Holdings, Inc. (a)		421,160		18,223,593
				99,681,108
Consumer Staples (8.0%):
BellRing Brands, Inc. (a)		691,660		17,215,417
e.l.f. Beauty, Inc. (a)		512,530		15,724,420
Freshpet, Inc. (a)		148,250		7,692,693
Grocery Outlet Holding Corp. (a)		339,270		14,463,080
Hostess Brands, Inc. (a)		254,540		5,398,793
The Beauty Health Co. (a) (b)		768,420		9,881,881
The Simply Good Foods Co. (a)		414,450		15,653,777
				86,030,061
Energy (3.9%):
Callon Petroleum Co. (a)		213,750		8,379,000
Matador Resources Co.		431,560		20,106,380
Ranger Oil Corp. (a)		393,970		12,949,794
				41,435,174
Financials (6.2%):
Customers Bancorp, Inc. (a)		292,430		9,913,377
Focus Financial Partners, Inc., Class A (a)		387,470		13,197,228

See notes to financial statements.

9

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
PRA Group, Inc. (a)		371,300	$	13,500,468
Walker & Dunlop, Inc.		105,750		10,187,955
Wintrust Financial Corp.		236,890		18,986,734
				65,785,762
Health Care Equipment & Supplies (5.5%):
Axonics, Inc. (a) (b)		171,380		9,712,105
CONMED Corp.		6,430		615,737
CryoPort, Inc. (a) (b)		449,270		13,918,384
LivaNova PLC (a)		185,870		11,611,299
Nevro Corp. (a)		207,570		9,097,793
Shockwave Medical, Inc. (a)		75,230		14,381,719
				59,337,037
Health Care Providers & Services (6.0%):
Acadia Healthcare Co., Inc. (a)		275,680		18,644,238
HealthEquity, Inc. (a)		337,800		20,737,542
Option Care Health, Inc. (a)		415,580		11,548,968
Surgery Partners, Inc. (a)		458,490		13,259,531
				64,190,279
Health Care Technology (3.1%):
Evolent Health, Inc., Class A (a)		185,860		5,707,760
Health Catalyst, Inc. (a)		383,400		5,555,466
Inspire Medical Systems, Inc. (a)		121,580		22,209,019
				33,472,245
Industrials (10.3%):
AAON, Inc.		24,710		1,353,120
AAR Corp. (a)		224,760		9,403,958
Applied Industrial Technologies, Inc.		109,990		10,577,738
Chart Industries, Inc. (a)		128,979		21,588,505
Evoqua Water Technologies Corp. (a)		898,870		29,222,264
Mercury Systems, Inc. (a)		108,950		7,008,754
Simpson Manufacturing Co., Inc.		123,470		12,422,317
Trex Co., Inc. (a)		99,020		5,388,668
Zurn Water Solutions Corp.		471,680		12,848,563
				109,813,887
IT Services (6.4%):
DigitalOcean Holdings, Inc. (a) (b)		373,510		15,448,374
Evo Payments, Inc., Class A (a)		200,340		4,711,997
Flywire Corp. (a)		371,380		6,547,429
Marqeta, Inc., Class A (a)		674,850		5,473,033
Paya Holdings, Inc. (a)		828,210		5,441,340
Paymentus Holdings, Inc., Class A (a) (b)		347,600		4,647,412
WNS Holdings Ltd., ADR (a)		356,037		26,574,602
				68,844,187
Materials (2.8%):
Avient Corp.		274,460		11,000,357
Silgan Holdings, Inc.		132,280		5,469,778

See notes to financial statements.

10

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Summit Materials, Inc., Class A (a)		578,940	$	13,483,512
				29,953,647
Pharmaceuticals (1.8%):
Intra-Cellular Therapies, Inc. (a)		334,660		19,102,393
Real Estate (1.2%):
National Storage Affiliates Trust		246,380		12,336,247
Semiconductors & Semiconductor Equipment (9.3%):
Advanced Energy Industries, Inc.		373,380		27,249,273
Impinj, Inc. (a)		235,890		13,839,666
Lattice Semiconductor Corp. (a)		216,640		10,507,040
MACOM Technology Solutions Holdings, Inc. (a)		709,823		32,722,840
Silicon Laboratories, Inc. (a)		67,810		9,508,318
SiTime Corp. (a)		32,890		5,362,057
				99,189,194
Software (10.8%):
ACI Worldwide, Inc. (a)		598,500		15,495,165
Avaya Holdings Corp. (a) (b)		640,690		1,435,146
Box, Inc., Class A (a)		409,060		10,283,768
Gitlab, Inc., Class A (a) (b)		131,240		6,974,094
Jamf Holding Corp. (a) (b)		585,560		14,504,321
Smartsheet, Inc., Class A (a)		271,920		8,546,446
Sprout Social, Inc., Class A (a)		267,770		15,549,404
Telos Corp. (a)		777,890		6,285,351
Tenable Holdings, Inc. (a)		364,120		16,534,689
Varonis Systems, Inc. (a)		676,900		19,846,708
				115,455,092
Total Common Stocks (Cost $1,090,815,144)				1,044,630,414
Collateral for Securities Loaned (5.3%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (d)		1,747,271		1,747,271
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (d)		871,974		871,974
HSBC U.S. Government Money Market Fund I Shares, 1.46% (d)		10,875,275		10,875,275
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (d)		6,952,853		6,952,853
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (d)		4,636,768		4,636,768
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (d)		31,261,382		31,261,382
Total Collateral for Securities Loaned (Cost $56,345,523)				56,345,523
Total Investments (Cost $1,147,160,667) — 103.0%				1,100,975,937
Liabilities in excess of other assets — (3.0)%				(32,142,134	)
NET ASSETS — 100.00%			$	1,068,833,803

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

See notes to financial statements.

11

Victory Portfolios
Victory RS Small Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

(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, 2022, illiquid securities were 0.5% of net assets.

(d)  Rate disclosed is the daily yield on June 30, 2022.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

12

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (96.1%)
Communication Services (4.1%):
IAC/InterActiveCorp (a)		15,120	$	1,148,666
World Wrestling Entertainment, Inc., Class A		42,990		2,686,445
ZoomInfo Technologies, Inc. (a)		31,560		1,049,055
				4,884,166
Consumer Discretionary (11.5%):
Churchill Downs, Inc.		10,050		1,924,876
Five Below, Inc. (a)		15,730		1,784,254
Hyatt Hotels Corp., Class A (a)		16,950		1,252,774
Mattel, Inc. (a)		118,390		2,643,649
Ollie's Bargain Outlet Holdings, Inc. (a)		26,110		1,533,963
Wingstop, Inc.		17,860		1,335,392
YETI Holdings, Inc. (a)		72,250		3,126,258
				13,601,166
Consumer Staples (4.2%):
BellRing Brands, Inc. (a)		66,660		1,659,167
Freshpet, Inc. (a)		23,940		1,242,247
The Simply Good Foods Co. (a)		55,380		2,091,703
				4,993,117
Electronic Equipment, Instruments & Components (1.6%):
Teledyne Technologies, Inc. (a)		4,950		1,856,794
Energy (4.3%):
Diamondback Energy, Inc.		21,560		2,611,994
Matador Resources Co.		52,060		2,425,475
				5,037,469
Financials (4.7%):
Focus Financial Partners, Inc., Class A (a)		49,320		1,679,839
LPL Financial Holdings, Inc.		10,700		1,973,936
Western Alliance Bancorp		26,320		1,858,192
				5,511,967
Health Care (23.3%):
Acadia Healthcare Co., Inc. (a)		46,440		3,140,737
BioCryst Pharmaceuticals, Inc. (a)		303,170		3,207,539
Charles River Laboratories International, Inc. (a)		4,400		941,468
CryoPort, Inc. (a)		52,820		1,636,364
Envista Holdings Corp. (a)		46,520		1,792,881
Horizon Therapeutics PLC (a)		35,340		2,818,718
Intra-Cellular Therapies, Inc. (a)		58,230		3,323,768
Jazz Pharmaceuticals PLC (a)		22,450		3,502,425
Option Care Health, Inc. (a)		75,700		2,103,703
Penumbra, Inc. (a)		10,400		1,295,008
Shockwave Medical, Inc. (a)		7,760		1,483,479
Tandem Diabetes Care, Inc. (a)		17,990		1,064,828
Tenet Healthcare Corp. (a)		23,470		1,233,583
				27,544,501

See notes to financial statements.

13

Victory Portfolios
Victory RS Select Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Industrials (14.8%):
Advanced Drainage Systems, Inc.		25,840	$	2,327,409
Builders FirstSource, Inc. (a)		38,770		2,081,949
Chart Industries, Inc. (a)		20,080		3,360,990
Evoqua Water Technologies Corp. (a)		127,350		4,140,148
Mercury Systems, Inc. (a)		15,360		988,109
Regal Rexnord Corp.		13,090		1,485,977
Trex Co., Inc. (a)		27,350		1,488,387
WillScot Mobile Mini Holdings Corp. (a)		47,580		1,542,544
				17,415,513
IT Services (2.5%):
Jack Henry & Associates, Inc.		10,500		1,890,210
Shift4 Payments, Inc., Class A (a)		30,590		1,011,305
				2,901,515
Materials (1.5%):
Sealed Air Corp.		15,600		900,432
Silgan Holdings, Inc.		20,040		828,654
				1,729,086
Real Estate (1.2%):
National Storage Affiliates Trust		28,740		1,439,012
Semiconductors & Semiconductor Equipment (9.0%):
Enphase Energy, Inc. (a)		9,380		1,831,351
Entegris, Inc.		19,480		1,794,693
Lattice Semiconductor Corp. (a)		57,250		2,776,625
MACOM Technology Solutions Holdings, Inc. (a)		70,630		3,256,043
Onto Innovation, Inc. (a)		13,880		967,991
				10,626,703
Software (13.4%):
ACI Worldwide, Inc. (a)		88,580		2,293,336
Dynatrace, Inc. (a)		51,300		2,023,272
Five9, Inc. (a)		31,270		2,849,948
Globant SA (a)		12,200		2,122,800
Paylocity Holding Corp. (a)		15,400		2,686,068
RingCentral, Inc., Class A (a)		11,300		590,538
Varonis Systems, Inc. (a)		109,880		3,221,682
				15,787,644
Total Common Stocks (Cost $121,312,946)				113,328,653
Total Investments (Cost $121,312,946) — 96.1%				113,328,653
Other assets in excess of liabilities — 3.9%				4,638,394
NET ASSETS — 100.00%			$	117,967,047

(a)  Non-income producing security.

PLC — Public Limited Company

See notes to financial statements.

14

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.5%)
Communication Services (4.5%):
Take-Two Interactive Software, Inc. (a)		31,330	$	3,838,865
ZoomInfo Technologies, Inc. (a)		139,570		4,639,307
				8,478,172
Communications Equipment (0.9%):
Arista Networks, Inc. (a)		18,640		1,747,314
Consumer Discretionary (15.1%):
Chipotle Mexican Grill, Inc. (a)		3,760		4,915,298
Churchill Downs, Inc.		10,830		2,074,270
Dollar Tree, Inc. (a)		10,040		1,564,734
Expedia Group, Inc. (a)		9,810		930,282
Five Below, Inc. (a)		16,000		1,814,880
Hyatt Hotels Corp., Class A (a)		15,650		1,156,692
Mattel, Inc. (a)		154,250		3,444,402
O'Reilly Automotive, Inc. (a)		5,910		3,733,702
Tractor Supply Co.		14,010		2,715,839
Ulta Beauty, Inc. (a)		7,480		2,883,390
YETI Holdings, Inc. (a)		78,920		3,414,868
				28,648,357
Consumer Staples (4.1%):
Church & Dwight Co., Inc.		29,590		2,741,809
Constellation Brands, Inc., Class A		8,480		1,976,349
Freshpet, Inc. (a)		20,600		1,068,934
The Hershey Co.		9,660		2,078,446
				7,865,538
Electronic Equipment, Instruments & Components (3.5%):
Keysight Technologies, Inc. (a)		16,340		2,252,469
Teledyne Technologies, Inc. (a)		11,550		4,332,520
				6,584,989
Energy (4.3%):
Diamondback Energy, Inc.		35,610		4,314,151
Matador Resources Co.		47,480		2,212,093
Pioneer Natural Resources Co.		7,460		1,664,177
				8,190,421
Financials (4.1%):
LPL Financial Holdings, Inc.		16,140		2,977,507
MSCI, Inc.		7,150		2,946,873
Western Alliance Bancorp		27,200		1,920,320
				7,844,700
Health Care (19.4%):
AmerisourceBergen Corp.		31,460		4,450,961
Avantor, Inc. (a)		112,860		3,509,946
Charles River Laboratories International, Inc. (a)		8,410		1,799,488
Dexcom, Inc. (a)		51,770		3,858,418

See notes to financial statements.

15

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Horizon Therapeutics PLC (a)		44,880	$	3,579,629
IDEXX Laboratories, Inc. (a)		2,720		953,986
Incyte Corp. (a)		31,450		2,389,256
Jazz Pharmaceuticals PLC (a)		25,510		3,979,815
ResMed, Inc.		12,970		2,718,901
Tenet Healthcare Corp. (a)		31,250		1,642,500
Veeva Systems, Inc., Class A (a)		17,160		3,398,366
West Pharmaceutical Services, Inc.		14,940		4,517,408
				36,798,674
Industrials (8.6%):
Advanced Drainage Systems, Inc.		17,470		1,573,523
Axon Enterprise, Inc. (a)		13,250		1,234,502
Builders FirstSource, Inc. (a)		25,800		1,385,460
Carrier Global Corp.		42,460		1,514,124
Chart Industries, Inc. (a)		26,340		4,408,789
Evoqua Water Technologies Corp. (a)		89,960		2,924,600
Regal Rexnord Corp.		19,670		2,232,938
WillScot Mobile Mini Holdings Corp. (a)		35,890		1,163,554
				16,437,490
IT Services (4.5%):
Block, Inc. (a)		17,150		1,054,039
Gartner, Inc. (a)		13,360		3,230,849
Jack Henry & Associates, Inc.		18,470		3,324,970
Shift4 Payments, Inc., Class A (a)		30,190		998,081
				8,607,939
Materials (1.9%):
Ball Corp.		21,070		1,448,984
Sealed Air Corp.		38,430		2,218,179
				3,667,163
Real Estate (1.2%):
Extra Space Storage, Inc.		12,920		2,197,950
Semiconductors & Semiconductor Equipment (7.5%):
Enphase Energy, Inc. (a)		13,980		2,729,455
Entegris, Inc.		34,690		3,195,990
Lattice Semiconductor Corp. (a)		72,850		3,533,225
Monolithic Power Systems, Inc.		7,330		2,815,013
Teradyne, Inc.		21,550		1,929,802
				14,203,485
Software (18.9%):
AppLovin Corp., Class A (a) (b)		48,310		1,663,796
Bill.com Holdings, Inc. (a)		13,540		1,488,588
Datadog, Inc., Class A (a)		49,210		4,686,760
Dropbox, Inc., Class A (a)		149,930		3,147,031
Dynatrace, Inc. (a)		61,420		2,422,405
Five9, Inc. (a)		25,550		2,328,627
Palo Alto Networks, Inc. (a)		8,820		4,356,551
Paycom Software, Inc. (a)		10,180		2,851,622

See notes to financial statements.

16

Victory Portfolios
Victory RS Mid Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
RingCentral, Inc., Class A (a)		18,030	$	942,248
Splunk, Inc. (a)		36,120		3,195,175
Synopsys, Inc. (a)		22,170		6,733,029
Zscaler, Inc. (a)		14,330		2,142,478
				35,958,310
Total Common Stocks (Cost $189,975,500)				187,230,502
Collateral for Securities Loaned (0.9%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		53,559		53,559
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		26,729		26,729
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		333,362		333,362
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		213,127		213,127
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		142,132		142,132
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		958,262		958,262
Total Collateral for Securities Loaned (Cost $1,727,171)				1,727,171
Total Investments (Cost $191,702,671) — 99.4%				188,957,673
Other assets in excess of liabilities — 0.6%				1,132,751
NET ASSETS — 100.00%			$	190,090,424

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2022.

PLC — Public Limited Company

See notes to financial statements.

17

Victory Portfolios
Victory RS Growth Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.8%)
Communication Services (8.3%):
Alphabet, Inc., Class C (a)		8,821	$	19,295,497
Consumer Discretionary (17.2%):
Amazon.com, Inc. (a)		101,500		10,780,315
Booking Holdings, Inc. (a)		2,310		4,040,167
Chipotle Mexican Grill, Inc. (a)		2,060		2,692,956
Dollar Tree, Inc. (a)		19,650		3,062,452
O'Reilly Automotive, Inc. (a)		6,650		4,201,204
Tesla, Inc. (a)		11,080		7,461,494
Tractor Supply Co.		19,350		3,750,997
Ulta Beauty, Inc. (a)		10,250		3,951,170
				39,940,755
Consumer Staples (3.8%):
Church & Dwight Co., Inc.		35,730		3,310,742
Constellation Brands, Inc., Class A		24,230		5,647,044
				8,957,786
Electronic Equipment, Instruments & Components (1.6%):
Teledyne Technologies, Inc. (a)		9,700		3,638,567
Energy (2.0%):
Diamondback Energy, Inc.		38,180		4,625,507
Financials (2.9%):
LPL Financial Holdings, Inc.		13,250		2,444,360
MSCI, Inc.		5,870		2,419,321
The Charles Schwab Corp.		28,690		1,812,634
				6,676,315
Health Care (12.5%):
Dexcom, Inc. (a)		35,200		2,623,456
Edwards Lifesciences Corp. (a)		28,880		2,746,199
Jazz Pharmaceuticals PLC (a)		35,730		5,574,237
Tenet Healthcare Corp. (a)		34,300		1,802,808
UnitedHealth Group, Inc.		8,000		4,109,040
Vertex Pharmaceuticals, Inc. (a)		30,620		8,628,410
West Pharmaceutical Services, Inc.		11,670		3,528,658
				29,012,808
Industrials (1.8%):
Deere & Co.		7,460		2,234,046
Generac Holdings, Inc. (a)		9,250		1,947,865
				4,181,911
IT Services (8.9%):
Block, Inc. (a)		29,890		1,837,039
Fidelity National Information Services, Inc.		20,100		1,842,567
Gartner, Inc. (a)		13,930		3,368,692
Snowflake, Inc., Class A (a)		15,150		2,106,759
Visa, Inc., Class A		58,537		11,525,350
				20,680,407

See notes to financial statements.

18

Victory Portfolios
Victory RS Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Materials (1.4%):
Ball Corp.		20,400	$	1,402,908
Sealed Air Corp.		31,660		1,827,415
				3,230,323
Real Estate (0.7%):
Extra Space Storage, Inc.		9,310		1,583,817
Semiconductors & Semiconductor Equipment (7.5%):
Advanced Micro Devices, Inc. (a)		37,520		2,869,154
Lam Research Corp.		9,330		3,975,980
Marvell Technology, Inc.		45,470		1,979,309
Monolithic Power Systems, Inc.		5,940		2,281,198
NVIDIA Corp.		33,260		5,041,883
Teradyne, Inc.		16,120		1,443,546
				17,591,070
Software (20.3%):
AppLovin Corp., Class A (a) (b)		36,590		1,260,160
Microsoft Corp.		123,600		31,744,188
Palo Alto Networks, Inc. (a)		9,870		4,875,188
ServiceNow, Inc. (a)		13,050		6,205,536
Synopsys, Inc. (a)		10,010		3,040,037
				47,125,109
Technology Hardware, Storage & Peripherals (10.9%):
Apple, Inc.		185,038		25,298,395
Total Common Stocks (Cost $161,120,831)				231,838,267
Collateral for Securities Loaned (0.6%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		39,859		39,859
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		19,891		19,891
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		248,086		248,086
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		158,608		158,608
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		105,774		105,774
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		713,133		713,133
Total Collateral for Securities Loaned (Cost $1,285,351)				1,285,351
Total Investments (Cost $162,406,182) — 100.4%				233,123,618
Liabilities in excess of other assets — (0.4)%				(760,731	)
NET ASSETS — 100.00%			$	232,362,887

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on June 30, 2022.

PLC — Public Limited Company

See notes to financial statements.

19

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (99.3%)
Biotechnology (22.3%):
Albireo Pharma, Inc. (a) (b)		15,750	$	312,795
Alkermes PLC (a)		41,190		1,227,050
Alpha Teknova, Inc. (a)		53,170		446,628
Amicus Therapeutics, Inc. (a)		37,250		400,065
Apellis Pharmaceuticals, Inc. (a)		36,453		1,648,405
Ardelyx, Inc. (a)		202,040		119,183
BioCryst Pharmaceuticals, Inc. (a)		202,960		2,147,317
Bridgebio Pharma, Inc. (a) (b)		58,870		534,540
Cara Therapeutics, Inc. (a)		85,200		777,876
Crinetics Pharmaceuticals, Inc. (a)		71,858		1,340,152
Cytokinetics, Inc. (a)		31,040		1,219,562
DermTech, Inc. (a) (b)		85,743		475,016
Dynavax Technologies Corp. (a) (b)		54,870		690,813
Equillium, Inc. (a)		261,851		534,176
Fate Therapeutics, Inc. (a)		42,540		1,054,141
Fusion Pharmaceuticals, Inc. (a)		87,980		219,070
Halozyme Therapeutics, Inc. (a)		39,670		1,745,480
IGM Biosciences, Inc. (a) (b)		48,830		880,405
Inhibrx, Inc. (a) (b)		60,580		687,583
Iovance Biotherapeutics, Inc. (a)		107,340		1,185,034
Karuna Therapeutics, Inc. (a)		13,330		1,686,378
Kezar Life Sciences, Inc. (a)		170,416		1,409,340
Kinnate Biopharma, Inc. (a) (b)		81,630		1,029,354
Krystal Biotech, Inc. (a)		14,660		962,576
Kura Oncology, Inc. (a)		42,760		783,791
Merus NV (a) (b)		44,920		1,016,989
Mirum Pharmaceuticals, Inc. (a)		36,200		704,452
Nuvalent, Inc., Class A (a) (b)		44,220		599,623
Opthea Ltd., ADR (a) (c)		80,050		504,315
Regulus Therapeutics, Inc. (a) (b)		176,849		366,077
Relay Therapeutics, Inc. (a)		45,550		762,962
Sarepta Therapeutics, Inc. (a)		17,000		1,274,320
Shattuck Labs, Inc. (a)		130,370		529,302
SpringWorks Therapeutics, Inc. (a)		53,550		1,318,401
Vertex Pharmaceuticals, Inc. (a)		37,520		10,572,761
				41,165,932
Communication Services (6.8%):
Bandwidth, Inc., Class A (a)		36,920		694,834
Chicken Soup For The Soul Entertainment, Inc. (a) (b)		58,010		429,854
IAC/InterActiveCorp (a)		14,130		1,073,456
Match Group, Inc. (a)		36,366		2,534,347
Meta Platforms, Inc., Class A (a)		17,430		2,810,587
Snap, Inc., Class A (a)		75,270		988,295
Take-Two Interactive Software, Inc. (a)		20,600		2,524,118
Vimeo, Inc. (a)		22,137		133,265
ZoomInfo Technologies, Inc. (a)		38,520		1,280,405
				12,469,161

See notes to financial statements.

20

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Consumer Discretionary (6.7%):
2U, Inc. (a)		158,470	$	1,659,181
Amazon.com, Inc. (a)		62,600		6,648,746
Arco Platform Ltd., Class A (a) (b)		52,710		786,960
Booking Holdings, Inc. (a)		1,580		2,763,404
Peloton Interactive, Inc., Class A (a) (b)		51,930		476,718
				12,335,009
Financials (2.7%):
DA32 Life Science Tech Acquisition Corp., Class A (a) (c)		235,925		2,286,113
Omega Alpha SPAC, Class A (a) (b)		90,570		892,115
Panacea Acquisition Corp. II (a) (b) (c)		188,540		1,840,150
				5,018,378
Health Care Equipment & Supplies (1.9%):
CryoPort, Inc. (a)		48,463		1,501,384
West Pharmaceutical Services, Inc.		6,700		2,025,879
				3,527,263
Health Care Providers & Services (0.2%):
Science 37 Holdings, Inc. (a)		178,320		358,423
Health Care Technology (1.0%):
Veeva Systems, Inc., Class A (a)		9,260		1,833,850
Industrials (0.2%):
Enovix Corp. (a)		47,030		419,037
IT Services (4.7%):
Backblaze, Inc., Class A (a)		39,210		205,068
GoDaddy, Inc., Class A (a)		39,920		2,776,835
Shift4 Payments, Inc., Class A (a)		28,210		932,623
Visa, Inc., Class A		18,950		3,731,065
Wix.com Ltd. (a)		16,050		1,052,078
				8,697,669
Life Sciences Tools & Services (1.0%):
Absci Corp. (a) (b)		60,310		200,229
PerkinElmer, Inc.		8,310		1,181,848
Singular Genomics Systems, Inc. (a) (b)		113,280		432,730
				1,814,807
Pharmaceuticals (6.1%):
Intra-Cellular Therapies, Inc. (a)		59,250		3,381,990
Jazz Pharmaceuticals PLC (a)		28,000		4,368,280
Marinus Pharmaceuticals, Inc. (a)		73,144		354,017
PMV Pharmaceuticals, Inc. (a) (b)		32,310		460,418
Theravance Biopharma, Inc. (a)		43,570		394,744
Tricida, Inc. (a) (b)		115,340		1,116,491
Vaxcyte, Inc. (a)		50,710		1,103,450
				11,179,390

See notes to financial statements.

21

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (19.7%):
Ambarella, Inc. (a)		38,090	$	2,493,371
Applied Materials, Inc.		20,920		1,903,302
Ichor Holdings Ltd. (a)		11,800		306,564
Impinj, Inc. (a) (b)		86,760		5,090,209
Lam Research Corp.		6,440		2,744,406
Lattice Semiconductor Corp. (a)		74,520		3,614,220
MACOM Technology Solutions Holdings, Inc. (a)		129,340		5,962,574
Marvell Technology, Inc.		52,300		2,276,619
MaxLinear, Inc. (a)		31,030		1,054,399
MKS Instruments, Inc.		35,380		3,631,050
Monolithic Power Systems, Inc.		9,350		3,590,774
NVIDIA Corp.		16,790		2,545,196
SiTime Corp. (a)		7,510		1,224,355
				36,437,039
Software (25.6%):
AppLovin Corp., Class A (a) (b)		46,860		1,613,858
Avaya Holdings Corp. (a)		160,940		360,506
Datadog, Inc., Class A (a)		15,090		1,437,172
Domo, Inc., Class B (a)		57,360		1,594,608
Dropbox, Inc., Class A (a)		131,480		2,759,765
Dynatrace, Inc. (a)		44,020		1,736,149
Fair Isaac Corp. (a)		6,670		2,674,003
Gitlab, Inc., Class A (a) (b)		25,560		1,358,258
Microsoft Corp.		70,470		18,098,810
Monday.com Ltd. (a) (b)		15,970		1,647,465
Paycom Software, Inc. (a)		12,370		3,465,084
RingCentral, Inc., Class A (a)		6,990		365,298
ServiceNow, Inc. (a)		11,330		5,387,642
Sprout Social, Inc., Class A (a)		21,830		1,267,668
Varonis Systems, Inc. (a)		119,540		3,504,913
				47,271,199
Software & Tech Services (0.4%):
HashiCorp., Inc., Class A (a) (b)		27,020		795,469
Total Common Stocks (Cost $161,684,636)				183,322,626
Warrants (0.0%) (d)
Health Care (0.0%):
Nuvation Bio, Inc.		45,320		12,690
Regulus Therapeutics, Inc. (a) (c) (e) (f)		132,636		—
				12,690
Total Warrants (Cost $165,796)				12,690
Collateral for Securities Loaned (8.7%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (g)		497,146		497,146
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (g)		248,100		248,100

See notes to financial statements.

22

Victory Portfolios
Victory RS Science and Technology Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
HSBC U.S. Government Money Market Fund I Shares, 1.46% (g)		3,094,313	$	3,094,313
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (g)		1,978,276		1,978,276
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (g)		1,319,287		1,319,287
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (g)		8,894,716		8,894,716
Total Collateral for Securities Loaned (Cost $16,031,838)				16,031,838
Total Investments (Cost $177,882,270) — 108.0%				199,367,154
Liabilities in excess of other assets — (8.0)%				(14,725,069	)
NET ASSETS — 100.00%			$	184,642,085

^  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, 2022, illiquid securities were 2.5% of net assets.

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

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

(f)  The following table details the acquisition date and cost of the Fund's restricted securities at June 30, 2022:

Security Name	Acquisition Date	Cost
Regulus Therapeutics, Inc.	12/3/2020	$	165,796

(g)  Rate disclosed is the daily yield on June 30, 2022.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

23

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.3%)
Consumer Discretionary (7.2%):
Acushnet Holdings Corp. (a)		38,660	$	1,611,349
YETI Holdings, Inc. (b)		29,020		1,255,695
				2,867,044
Consumer Staples (5.2%):
e.l.f. Beauty, Inc. (b)		36,090		1,107,241
The Simply Good Foods Co. (b)		25,690		970,312
				2,077,553
Financials (11.6%):
Customers Bancorp, Inc. (b)		23,050		781,395
Green Dot Corp., Class A (b)		44,250		1,111,117
PRA Group, Inc. (b)		29,850		1,085,346
Trupanion, Inc. (a) (b)		26,750		1,611,955
				4,589,813
Health Care (14.4%):
Apellis Pharmaceuticals, Inc. (b)		12,600		569,772
BioCryst Pharmaceuticals, Inc. (b)		51,140		541,061
CryoPort, Inc. (b)		16,300		504,974
Fate Therapeutics, Inc. (b)		15,550		385,329
Halozyme Therapeutics, Inc. (b)		17,750		781,000
Inspire Medical Systems, Inc. (b)		3,630		663,092
Intra-Cellular Therapies, Inc. (b)		14,530		829,372
Karuna Therapeutics, Inc. (b)		5,600		708,456
Shockwave Medical, Inc. (b)		3,780		722,623
				5,705,679
Industrials (24.9%):
Ameresco, Inc., Class A (b)		11,960		544,897
Axon Enterprise, Inc. (b)		9,810		913,998
Bloom Energy Corp., Class A (b)		31,650		522,225
CBIZ, Inc. (b)		31,990		1,278,320
ChargePoint Holdings, Inc. (a) (b)		26,220		358,952
Chart Industries, Inc. (b)		12,960		2,169,245
Evoqua Water Technologies Corp. (b)		82,260		2,674,273
Kornit Digital Ltd. (b)		13,950		442,215
Zurn Water Solutions Corp.		35,670		971,651
				9,875,776
IT Services (16.6%):
DigitalOcean Holdings, Inc. (a) (b)		8,710		360,245
Evo Payments, Inc., Class A (b)		21,950		516,264
Flywire Corp. (b)		68,920		1,215,060
Marqeta, Inc., Class A (b)		123,170		998,909
Paya Holdings, Inc. (b)		130,810		859,422
Paymentus Holdings, Inc., Class A (a) (b)		63,330		846,722
Shift4 Payments, Inc., Class A (b)		54,390		1,798,133
				6,594,755

See notes to financial statements.

24

Victory Portfolios
Victory RS Small Cap Equity Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Materials (2.7%):
Livent Corp. (b)		47,180	$	1,070,514
Semiconductors & Semiconductor Equipment (7.9%):
Impinj, Inc. (a) (b)		21,400		1,255,538
MACOM Technology Solutions Holdings, Inc. (b)		27,920		1,287,112
SiTime Corp. (b)		3,750		611,363
				3,154,013
Software (6.8%):
ACI Worldwide, Inc. (b)		59,780		1,547,704
Q2 Holdings, Inc. (b)		20,450		788,756
Varonis Systems, Inc. (b)		12,780		374,710
				2,711,170
Total Common Stocks (Cost $44,704,019)				38,646,317
Collateral for Securities Loaned (7.6%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		93,131		93,131
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		46,477		46,477
HSBC U.S. Government Money Market Fund I Shares, 1.46% (c)		579,660		579,660
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		370,592		370,592
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		247,143		247,143
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		1,666,254		1,666,254
Total Collateral for Securities Loaned (Cost $3,003,257)				3,003,257
Total Investments (Cost $47,707,276) — 104.9%				41,649,574
Liabilities in excess of other assets — (4.9)%				(1,929,460	)
NET ASSETS — 100.00%			$	39,720,114

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rate disclosed is the daily yield on June 30, 2022.

See notes to financial statements.

25

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
Assets:
Investments, at value (Cost $1,147,160,667, $121,312,946 and $191,702,671)	$	1,100,975,937	(a)	$	113,328,653		$	188,957,673	(b)
Cash		22,722,543			2,785,203			4,997,003
Receivables:
Interest and dividends		92,633			4,674			21,840
Capital shares issued		1,079,027			22,289			19,149
Investments sold		24,542,649			3,312,427			2,423,329
From Adviser		109,011			32,595			69,306
Prepaid expenses		47,907			33,341			38,537
Total Assets		1,149,569,707			119,519,182			196,526,837
Liabilities:
Payables:
Collateral received on loaned securities		56,345,523			—			1,727,171
Investments purchased		16,477,369			1,297,101			3,361,329
Capital shares redeemed		6,394,425			75,197			1,042,470
Accrued expenses and other payables:
Investment advisory fees		872,446			101,713			144,049
Administration fees		50,492			5,518			9,292
Custodian fees		30,435			1,779			4,540
Transfer agent fees		428,858			47,422			102,866
Compliance fees		660			72			131
Trustees' fees		668			—			—
12b-1 fees		38,985			9,509			7,923
Other accrued expenses		96,043			13,824			36,642
Total Liabilities		80,735,904			1,552,135			6,436,413
Net Assets:
Capital		1,359,922,452			104,835,831			209,543,201
Total accumulated earnings/(loss)		(291,088,649	)		13,131,216			(19,452,777	)
Net Assets	$	1,068,833,803		$	117,967,047		$	190,090,424
Net Assets
Class A	$	349,573,623		$	75,269,801		$	52,410,575
Class C		6,070,734			4,069,057			5,785,257
Class R		2,912,974			360,317			386,925
Class R6		272,997,889			665,455			5,115,996
Class Y		437,278,583			37,602,417			125,299,198
Member Class		—			—			1,092,473
Total	$	1,068,833,803		$	117,967,047		$	190,090,424
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		7,534,855			3,608,596			3,214,092
Class C		170,308			295,487			456,397
Class R		72,862			25,012			27,752
Class R6		5,456,666			28,714			293,121
Class Y		8,784,959			1,636,611			7,191,273
Member Class		—			—			66,751
Total		22,019,650			5,594,420			11,249,386
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	46.39		$	20.86		$	16.31
Class C (c)		35.65			13.77			12.68
Class R		39.98			14.41			13.94
Class R6		50.03			23.18			17.45
Class Y		49.78			22.98			17.42
Member Class		—			—			16.37
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	$	49.22		$	22.13		$	17.31

(a)  Includes $53,491,274 of securities on loan.

(b)  Includes $1,632,835 of securities on loan.

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

See notes to financial statements.

26

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
Assets:
Investments, at value (Cost $162,406,182, $177,882,270 and $47,707,276)	$	233,123,618	(a)	$	199,367,154	(b)	$	41,649,574	(c)
Cash		1,737,458			2,114,015			1,040,324
Receivables:
Interest and dividends		27,930			35,308			1,991
Capital shares issued		3,656			33,050			1,381
Investments sold		3,302,848			1,238,592			225,704
From Adviser		45,932			7,449			7,941
Prepaid expenses		21,142			26,466			32,767
Total Assets		238,262,584			202,822,034			42,959,682
Liabilities:
Payables:
Collateral received on loaned securities		1,285,351			16,031,838			3,003,257
Investments purchased		4,270,328			1,787,901			178,512
Capital shares redeemed		97,226			67,959			3,518
Accrued expenses and other payables:
Investment advisory fees		148,365			155,601			25,102
Administration fees		10,695			8,467			1,809
Custodian fees		2,611			6,948			790
Transfer agent fees		48,671			82,006			15,957
Compliance fees		147			111			24
12b-1 fees		22,191			16,821			3,931
Other accrued expenses		14,112			22,297			6,668
Total Liabilities		5,899,697			18,179,949			3,239,568
Net Assets:
Capital		165,218,119			187,322,904			61,427,210
Total accumulated earnings/(loss)		67,144,768			(2,680,819	)		(21,707,096	)
Net Assets	$	232,362,887		$	184,642,085		$	39,720,114
Net Assets
Class A	$	209,882,837		$	141,315,337		$	34,914,419
Class C		905,537			5,389,912			172,790
Class R		386,911			588,630			1,498,950
Class Y		21,187,602			37,348,206			1,930,490
Member Class		—			—			1,203,465
Total	$	232,362,887		$	184,642,085		$	39,720,114
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		11,391,793			8,570,396			4,262,696
Class C		64,716			477,383			20,905
Class R		24,251			45,175			290,329
Class Y		1,083,876			2,036,152			224,238
Member Class		—			—			146,524
Total		12,564,636			11,129,106			4,944,692
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	18.42		$	16.49		$	8.19
Class C (d)		13.99			11.29			8.27
Class R		15.95			13.03			5.16
Class Y		19.55			18.34			8.61
Member Class		—			—			8.21
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	$	19.54		$	17.50		$	8.69

(a)  Includes $1,215,147 of securities on loan.

(b)  Includes $15,510,403 of securities on loan.

(c)  Includes $2,916,343 of securities on loan.

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

See notes to financial statements.

27

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory RS Small Cap Growth Fund			Victory RS Select Growth Fund			Victory RS Mid Cap Growth Fund
Investment Income:
Dividends	$	2,522,403		$	256,240		$	515,018
Interest		7,403			581			2,022
Securities lending (net of fees)		43,376			538			3,638
Total Income		2,573,182			257,359			520,678
Expenses:
Investment advisory fees		7,142,077			753,862			1,102,582
Administration fees		406,093			40,725			70,072
Sub-Administration fees		8,428			8,428			8,428
12b-1 fees — Class A		572,117			115,095			82,830
12b-1 fees — Class C		39,177			30,415			41,715
12b-1 fees — Class R		9,029			1,087			1,151
Custodian fees		54,007			4,697			8,974
Transfer agent fees — Class A		380,996			62,936			53,361
Transfer agent fees — Class C		6,137			5,662			4,632
Transfer agent fees — Class R		4,379			489			405
Transfer agent fees — Class R6		15,715			107			380
Transfer agent fees — Class Y		468,843			28,830			150,747
Transfer agent fees — Member Class		—			—			777
Trustees' fees		52,456			5,581			9,749
Compliance fees		6,019			578			1,039
Legal and audit fees		45,327			7,891			10,970
State registration and filing fees		50,985			29,408			41,331
Line of credit fees		—			—			7,431
Interfund lending fees		4,922			—			618
Other expenses		98,176			14,662			32,534
Recoupment of prior expenses waived/reimbursed by Adviser		143			105			101
Total Expenses		9,365,026			1,110,558			1,629,827
Expenses waived/reimbursed by Adviser		(359,869	)		(101,407	)		(261,278	)
Net Expenses		9,005,157			1,009,151			1,368,549
Net Investment Income (Loss)		(6,431,975	)		(751,792	)		(847,871	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(244,848,803	)		(7,417,928	)		(10,515,439	)
Net change in unrealized appreciation/depreciation on investment securities		(488,834,584	)		(54,899,049	)		(104,113,665	)
Net realized/unrealized gains (losses) on investments		(733,683,387	)		(62,316,977	)		(114,629,104	)
Change in net assets resulting from operations	$	(740,115,362	)	$	(63,068,769	)	$	(115,476,975	)

See notes to financial statements.

28

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory RS Growth Fund			Victory RS Science and Technology Fund			Victory RS Small Cap Equity Fund
Investment Income:
Dividends	$	738,798		$	219,298		$	20,538
Interest		1,334			2,723			267
Securities lending (net of fees)		708			99,104			5,124
Total Income		740,840			321,125			25,929
Expenses:
Investment advisory fees		1,044,222			1,195,252			186,150
Administration fees		75,220			64,568			13,408
Sub-Administration fees		8,155			8,428			6,703
12b-1 fees — Class A		312,850			224,042			54,831
12b-1 fees — Class C		6,090			36,650			1,226
12b-1 fees — Class R		1,098			1,816			4,949
Custodian fees		7,149			10,581			2,349
Transfer agent fees — Class A		108,821			120,342			26,256
Transfer agent fees — Class C		880			6,175			309
Transfer agent fees — Class R		503			1,151			2,619
Transfer agent fees — Class Y		10,840			40,560			743
Transfer agent fees — Member Class		—			—			1,854
Trustees' fees		9,236			8,739			2,339
Compliance fees		1,041			941			192
Legal and audit fees		11,541			10,308			5,058
State registration and filing fees		21,689			28,637			32,647
Other expenses		13,572			12,404			7,597
Recoupment of prior expenses waived/reimbursed by Adviser		290			391			227
Total Expenses		1,633,197			1,770,985			349,457
Expenses waived/reimbursed by Adviser		(134,294	)		(30,405	)		(22,509	)
Net Expenses		1,498,903			1,740,580			326,948
Net Investment Income (Loss)		(758,063	)		(1,419,455	)		(301,019	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(5,578,437	)		(23,989,002	)		(18,691,046	)
Net change in unrealized appreciation/depreciation on investment securities		(93,846,979	)		(114,414,143	)		(6,713,477	)
Net realized/unrealized gains (losses) on investments		(99,425,416	)		(138,403,145	)		(25,404,523	)
Change in net assets resulting from operations	$	(100,183,479	)	$	(139,822,600	)	$	(25,705,542	)

See notes to financial statements.

29

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(6,431,975	)	$	(29,372,395	)	$	(751,792	)	$	(2,675,366	)	$	(847,871	)	$	(4,087,360	)
Net realized gains (losses) from investments		(244,848,803	)		337,188,044			(7,417,928	)		49,019,375			(10,515,439	)		141,961,315
Net change in unrealized appreciation/ depreciation on investments		(488,834,584	)		(616,704,361	)		(54,899,049	)		(30,101,172	)		(104,113,665	)		(112,254,382	)
Change in net assets resulting from operations		(740,115,362	)		(308,888,712	)		(63,068,769	)		16,242,837			(115,476,975	)		25,619,573
Distributions to Shareholders:
Class A		—			(93,199,400	)		—			(26,927,629	)		—			(26,057,513	)
Class C		—			(2,137,568	)		—			(3,086,031	)		—			(4,637,294	)
Class R		—			(815,659	)		—			(117,749	)		—			(194,304	)
Class R6		—			(88,002,280	)		—			(257,285	)		—			(6,204,984	)
Class Y		—			(137,845,800	)		—			(15,262,714	)		—			(88,979,683	)
Member Class		—			—			—			—			—			(223,742	)
Change in net assets resulting from distributions to shareholders		—			(322,000,707	)		—			(45,651,408	)		—			(126,297,520	)
Change in net assets resulting from capital transactions		(438,582,718	)		(58,863,607	)		(17,647,133	)		(5,812,343	)		(65,222,252	)		(133,837,034	)
Change in net assets		(1,178,698,080	)		(689,753,026	)		(80,715,902	)		(35,220,914	)		(180,699,227	)		(234,514,981	)
Net Assets:
Beginning of period		2,247,531,883			2,937,284,909			198,682,949			233,903,863			370,789,651			605,304,632
End of period	$	1,068,833,803		$	2,247,531,883		$	117,967,047		$	198,682,949		$	190,090,424		$	370,789,651

  (continues on next page)

See notes to financial statements.

30

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	23,241,312		$	89,844,368		$	4,260,033		$	17,921,964		$	2,362,709		$	6,325,210
Distributions reinvested		—			89,403,944			—			25,918,091			—			24,440,661
Cost of shares redeemed		(84,184,140	)		(186,733,595	)		(7,630,547	)		(22,842,642	)		(9,097,134	)		(13,937,984	)
Total Class A	$	(60,942,828	)	$	(7,485,283	)	$	(3,370,514	)	$	20,997,413		$	(6,734,425	)	$	16,827,887
Class C
Proceeds from shares issued	$	464,373		$	2,244,719		$	80,717		$	306,365		$	25,181		$	259,376
Distributions reinvested		—			2,073,757			—			3,077,902			—			4,489,037
Cost of shares redeemed		(1,900,739	)		(9,438,427	)		(3,188,289	)		(15,624,585	)		(2,581,354	)		(6,018,465	)
Total Class C	$	(1,436,366	)	$	(5,119,951	)	$	(3,107,572	)	$	(12,240,318	)	$	(2,556,173	)	$	(1,270,052	)
Class R
Proceeds from shares issued	$	448,155		$	2,591,119		$	183,599		$	57,546		$	17,619		$	38,547
Distributions reinvested		—			815,659			—			102,008			—			194,304
Cost of shares redeemed		(836,182	)		(5,227,473	)		(44,858	)		(172,852	)		(39,351	)		(49,826	)
Total Class R	$	(388,027	)	$	(1,820,695	)	$	138,741		$	(13,298	)	$	(21,732	)	$	183,025
Class R6
Proceeds from shares issued	$	74,931,308		$	253,929,075		$	28,938		$	694,851		$	563,827		$	6,226,411
Distributions reinvested		—			58,606,415			—			203,176			—			2,271,808
Cost of shares redeemed		(233,063,899	)		(210,549,047	)		(225,628	)		(204,355	)		(11,033,168	)		(11,402,846	)
Total Class R6	$	(158,132,591	)	$	101,986,443		$	(196,690	)	$	693,672		$	(10,469,341	)	$	(2,904,627	)
Class Y
Proceeds from shares issued	$	84,048,779		$	289,808,108		$	2,258,910		$	8,159,436		$	18,086,889		$	46,902,971
Distributions reinvested		—			125,873,133			—			14,112,648			—			86,573,237
Cost of shares redeemed		(301,731,685	)		(562,105,362	)		(13,370,008	)		(37,521,896	)		(64,101,670	)		(281,200,740	)
Total Class Y	$	(217,682,906	)	$	(146,424,121	)	$	(11,111,098	)	$	(15,249,812	)	$	(46,014,781	)	$	(147,724,532	)
Member Class
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	786,952		$	1,578,737
Distributions reinvested		—			—			—			—			—			223,742
Cost of shares redeemed		—			—			—			—			(212,752	)		(751,214	)
Total Member Class	$	—		$	—		$	—		$	—		$	574,200		$	1,051,265
Change in net assets resulting from capital transactions	$	(438,582,718	)	$	(58,863,607	)	$	(17,647,133	)	$	(5,812,343	)	$	(65,222,252	)	$	(133,837,034	)

  (continues on next page)

See notes to financial statements.

31

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Small Cap Growth Fund						Victory RS Select Growth Fund						Victory RS Mid Cap Growth Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		407,517			936,234			167,627			466,310			120,671			197,364
Reinvested		—			1,268,501			—			872,076			—			980,063
Redeemed		(1,474,491	)		(2,017,589	)		(298,027	)		(610,699	)		(462,654	)		(442,275	)
Total Class A		(1,066,974	)		187,146			(130,400	)		727,687			(341,983	)		735,152
Class C
Issued		10,571			29,248			4,842			10,395			1,547			11,496
Reinvested		—			38,142			—			156,239			—			226,635
Redeemed		(40,531	)		(124,132	)		(183,502	)		(527,470	)		(168,488	)		(232,518	)
Total Class C		(29,960	)		(56,742	)		(178,660	)		(360,836	)		(166,941	)		5,613
Class R
Issued		9,198			30,001			8,730			2,155			1,135			1,297
Reinvested		—			13,371			—			4,957			—			9,044
Redeemed		(15,796	)		(62,252	)		(2,562	)		(5,456	)		(2,122	)		(1,602	)
Total Class R		(6,598	)		(18,880	)		6,168			1,656			(987	)		8,739
Class R6
Issued		1,253,727			2,569,766			1,068			16,988			26,021			187,579
Reinvested		—			772,458			—			6,164			—			85,017
Redeemed		(3,497,039	)		(2,189,573	)		(7,806	)		(4,924	)		(478,476	)		(333,844	)
Total Class R6		(2,243,312	)		1,152,651			(6,738	)		18,228			(452,455	)		(61,248	)
Class Y
Issued		1,342,369			2,889,358			79,911			196,234			839,160			1,505,331
Reinvested		—			1,666,973			—			431,711			—			3,196,451
Redeemed		(5,035,409	)		(5,767,523	)		(482,054	)		(876,979	)		(3,083,211	)		(8,783,601	)
Total Class Y		(3,693,040	)		(1,211,192	)		(402,143	)		(249,034	)		(2,244,051	)		(4,081,819	)
Member Class
Issued		—			—			—			—			39,375			48,341
Reinvested		—			—			—			—			—			9,137
Redeemed		—			—			—			—			(11,142	)		(22,262	)
Total Member Class		—			—			—			—			28,233			35,216
Change in Shares		(7,039,884	)		52,983			(711,773	)		137,701			(3,178,184	)		(3,358,347	)

See notes to financial statements.

32

Victory Portfolios Statements of Changes in Net Assets

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(758,063	)	$	(2,257,413	)	$	(1,419,455	)	$	(5,282,484	)	$	(301,019	)	$	(949,053	)
Net realized gains (losses) from investments		(5,578,437	)		34,175,683			(23,989,002	)		62,995,967			(18,691,046	)		12,976,234
Net change in unrealized appreciation/ depreciation on investments		(93,846,979	)		27,407,434			(114,414,143	)		(94,329,136	)		(6,713,477	)		(17,969,992	)
Change in net assets resulting from operations		(100,183,479	)		59,325,704			(139,822,600	)		(36,615,653	)		(25,705,542	)		(5,942,811	)
Distributions to Shareholders:
Class A		—			(25,870,624	)		—			(34,393,562	)		—			(11,807,040	)
Class C		—			(185,893	)		—			(2,079,381	)		—			(74,046	)
Class R		—			(49,973	)		—			(176,750	)		—			(801,530	)
Class Y		—			(2,769,379	)		—			(10,284,801	)		—			(754,635	)
Member Class		—			—			—			—			—			(248,472	)
Change in net assets resulting from distributions to shareholders		—			(28,875,869	)		—			(46,934,494	)		—			(13,685,723	)
Change in net assets resulting from capital transactions		(12,163,681	)		5,846,536			(19,362,150	)		(22,173,579	)		(3,091,147	)		3,027,200
Change in net assets		(112,347,160	)		36,296,371			(159,184,750	)		(105,723,726	)		(28,796,689	)		(16,601,334	)
Net Assets:
Beginning of period		344,710,047			308,413,676			343,826,835			449,550,561			68,516,803			85,118,137
End of period	$	232,362,887		$	344,710,047		$	184,642,085		$	343,826,835		$	39,720,114		$	68,516,803

(continues on next page)

See notes to financial statements.

33

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	3,211,991		$	8,581,742		$	9,636,564		$	39,004,944		$	901,110		$	6,230,569
Distributions reinvested		—			25,028,143			—			32,658,932			—			11,648,399
Cost of shares redeemed		(12,033,703	)		(26,382,488	)		(14,658,082	)		(80,772,344	)		(3,934,895	)		(16,789,674	)
Total Class A	$	(8,821,712	)	$	7,227,397		$	(5,021,518	)	$	(9,108,468	)	$	(3,033,785	)	$	1,089,294
Class C
Proceeds from shares issued	$	34,620		$	35,326		$	311,954		$	1,707,463		$	—		$	287,897
Distributions reinvested		—			185,474			—			2,077,315			—			74,046
Cost of shares redeemed		(397,009	)		(2,443,080	)		(1,717,330	)		(7,751,009	)		(74,403	)		(383,060	)
Total Class C	$	(362,389	)	$	(2,222,280	)	$	(1,405,376	)	$	(3,966,231	)	$	(74,403	)	$	(21,117	)
Class R
Proceeds from shares issued	$	53,376		$	44,677		$	92,886		$	339,728		$	52,812		$	135,914
Distributions reinvested		—			49,973			—			176,750			—			801,530
Cost of shares redeemed		(46,237	)		(6,705	)		(156,908	)		(401,462	)		(467,893	)		(247,781	)
Total Class R	$	7,139		$	87,945		$	(64,022	)	$	115,016		$	(415,081	)	$	689,663
Class Y
Proceeds from shares issued	$	1,058,582		$	4,167,842		$	5,955,830		$	23,988,683		$	393,148		$	1,018,845
Distributions reinvested		—			2,657,237			—			9,629,680			—			752,967
Cost of shares redeemed		(4,045,301	)		(6,071,605	)		(18,827,064	)		(42,832,259	)		(413,218	)		(2,043,606	)
Total Class Y	$	(2,986,719	)	$	753,474		$	(12,871,234	)	$	(9,213,896	)	$	(20,070	)	$	(271,794	)
Member Class
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	548,551		$	3,375,015
Distributions reinvested		—			—			—			—			—			248,472
Cost of shares redeemed		—			—			—			—			(96,359	)		(2,082,333	)
Total Member Class	$	—		$	—		$	—		$	—		$	452,192		$	1,541,154
Change in net assets resulting from capital transactions	$	(12,163,681	)	$	5,846,536		$	(19,362,150	)	$	(22,173,579	)	$	(3,091,147	)	$	3,027,200

(continues on next page)

See notes to financial statements.

34

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS Growth Fund						Victory RS Science and Technology Fund						Victory RS Small Cap Equity Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		150,636			331,479			442,179			1,081,400			85,933			357,336
Reinvested		—			986,288			—			1,203,351			—			919,369
Redeemed		(564,882	)		(1,018,990	)		(710,511	)		(2,265,845	)		(380,080	)		(971,778	)
Total Class A		(414,246	)		298,777			(268,332	)		18,906			(294,147	)		304,927
Class C
Issued		1,979			1,742			22,356			63,027			—			14,861
Reinvested		—			9,590			—			111,205			—			5,771
Redeemed		(24,174	)		(122,847	)		(118,207	)		(287,361	)		(7,246	)		(20,482	)
Total Class C		(22,195	)		(111,515	)		(95,851	)		(113,129	)		(7,246	)		150
Class R
Issued		2,870			1,987			6,267			11,369			8,371			11,074
Reinvested		—			2,268			—			8,213			—			100,191
Redeemed		(2,507	)		(287	)		(9,605	)		(13,534	)		(68,512	)		(20,803	)
Total Class R		363			3,968			(3,338	)		6,048			(60,141	)		90,462
Class Y
Issued		45,146			159,034			266,635			604,120			40,808			56,893
Reinvested		—			98,559			—			319,286			—			56,614
Redeemed		(180,377	)		(227,354	)		(805,417	)		(1,098,885	)		(37,902	)		(129,973	)
Total Class Y		(135,231	)		30,239			(538,782	)		(175,479	)		2,906			(16,466	)
Member Class
Issued		—			—			—			—			53,121			188,543
Reinvested		—			—			—			—			—			19,580
Redeemed		—			—			—			—			(11,037	)		(115,794	)
Total Member Class		—			—			—			—			42,084			92,329
Change in Shares		(571,309	)		221,469			(906,303	)		(263,654	)		(316,544	)		471,402

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)(c)
Victory RS Small Cap Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	73.73		(0.30	)		(27.04	)		(27.34	)		—			—		$	46.39		(37.08	)%
Year Ended December 31: 2021	$	97.45		(1.20	)		(10.15	)		(11.35	)		(12.37	)		(12.37	)	$	73.73		(11.06	)%
2020	$	77.19		(0.97	)		30.04			29.07			(8.81	)		(8.81	)	$	97.45		37.84	%
2019	$	61.11		(0.80	)		23.84			23.04			(6.96	)		(6.96	)	$	77.19		37.91	%
2018	$	80.96		(0.83	)		(6.54	)		(7.37	)		(12.48	)		(12.48	)	$	61.11		(8.97	)%
2017	$	65.31		(0.75	)		24.13			23.38			(7.73	)		(7.73	)	$	80.96		36.86	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	56.86		(0.40	)		(20.81	)		(21.21	)		—			—		$	35.65		(37.30	)%
Year Ended December 31: 2021	$	79.07		(1.55	)		(8.29	)		(9.84	)		(12.37	)		(12.37	)	$	56.86		(11.73	)%
2020	$	64.34		(1.30	)		24.84			23.54			(8.81	)		(8.81	)	$	79.07		36.78	%
2019	$	52.19		(1.17	)		20.28			19.11			(6.96	)		(6.96	)	$	64.34		36.88	%
2018	$	71.70		(1.31	)		(5.72	)		(7.03	)		(12.48	)		(12.48	)	$	52.19		(9.66	)%
2017	$	58.97		(1.18	)		21.64			20.46			(7.73	)		(7.73	)	$	71.70		35.84	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	63.68		(0.37	)		(23.33	)		(23.70	)		—			—		$	39.98		(37.22	)%
Year Ended December 31: 2021	$	86.56		(1.45	)		(9.06	)		(10.51	)		(12.37	)		(12.37	)	$	63.68		(11.53	)%
2020	$	69.61		(1.20	)		26.96			25.76			(8.81	)		(8.81	)	$	86.56		37.20	%
2019	$	55.87		(1.05	)		21.75			20.70			(6.96	)		(6.96	)	$	69.61		37.28	%
2018	$	75.55		(1.15	)		(6.05	)		(7.20	)		(12.48	)		(12.48	)	$	55.87		(9.39	)%
2017	$	61.63		(1.04	)		22.69			21.65			(7.73	)		(7.73	)	$	75.55		36.24	%

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

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

(c)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

(d)  Annualized for periods less than one year.

(e)  Does not include acquire fund fees and expenses, if any.

(f)  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.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(f)
Victory RS Small Cap Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		1.40	%		(1.05	)%		1.47	%	$	349,574		53	%
Year Ended December 31: 2021		1.40	%		(1.27	)%		1.42	%	$	634,204		92	%
2020		1.40	%		(1.20	)%		1.43	%	$	820,006		72	%
2019		1.40	%		(1.06	)%		1.44	%	$	687,425		100	%
2018		1.40	%		(0.94	)%		1.45	%	$	499,350		86	%
2017		1.40	%		(1.00	)%		1.44	%	$	575,227		107	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		2.16	%		(1.82	)%		2.32	%	$	6,071		53	%
Year Ended December 31: 2021		2.16	%		(2.03	)%		2.16	%	$	11,387		92	%
2020		2.16	%		(1.96	)%		2.26	%	$	20,323		72	%
2019		2.16	%		(1.82	)%		2.27	%	$	18,581		100	%
2018		2.16	%		(1.71	)%		2.26	%	$	13,602		86	%
2017		2.16	%		(1.75	)%		2.23	%	$	13,633		107	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		1.86	%		(1.51	)%		2.03	%	$	2,913		53	%
Year Ended December 31: 2021		1.86	%		(1.73	)%		1.86	%	$	5,060		92	%
2020		1.86	%		(1.66	)%		1.97	%	$	8,513		72	%
2019		1.86	%		(1.52	)%		1.93	%	$	8,012		100	%
2018		1.86	%		(1.40	)%		1.87	%	$	7,285		86	%
2017		1.86	%		(1.46	)%		1.94	%	$	7,698		107	%

(continues on next page)

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)(c)
Victory RS Small Cap Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	79.37		(0.22	)		(29.12	)		(29.34	)		—			—		$	50.03		(36.97	)%
Year Ended December 31:
2021	$	103.42		(0.91	)		(10.77	)		(11.68	)		(12.37	)		(12.37	)	$	79.37		(10.74	)%
2020	$	81.24		(0.73	)		31.72			30.99			(8.81	)		(8.81	)	$	103.42		38.32	%
2019	$	63.83		(0.58	)		24.95			24.37			(6.96	)		(6.96	)	$	81.24		38.38	%
2018	$	83.67		(0.58	)		(6.78	)		(7.36	)		(12.48	)		(12.48	)	$	63.83		(8.66	)%
July 12, 2017 (g) through December 31, 2017	$	79.23		(0.41	)		12.58			12.17			(7.73	)		(7.73	)	$	83.67		16.23	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	79.00		(0.24	)		(28.98	)		(29.22	)		—			—		$	49.78		(36.99	)%
Year Ended December 31: 2021	$	103.10		(1.00	)		(10.73	)		(11.73	)		(12.37	)		(12.37	)	$	79.00		(10.82	)%
2020	$	81.06		(0.79	)		31.64			30.85			(8.81	)		(8.81	)	$	103.10		38.21	%
2019	$	63.75		(0.62	)		24.89			24.27			(6.96	)		(6.96	)	$	81.06		38.29	%
2018	$	83.64		(0.61	)		(6.80	)		(7.41	)		(12.48	)		(12.48	)	$	63.75		(8.72	)%
2017	$	67.08		(0.53	)		24.82			24.29			(7.73	)		(7.73	)	$	83.64		37.23	%

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

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

(c)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

(d)  Annualized for periods less than one year.

(e)  Does not include acquire fund fees and expenses, if any.

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

(g)  Commencement of operations.

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(f)
Victory RS Small Cap Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		1.06	%		(0.72	)%		1.06	%	$	272,998		53	%
Year Ended December 31:
2021		1.04	%		(0.91	)%		1.04	%	$	611,157		92	%
2020		1.06	%		(0.86	)%		1.06	%	$	677,128		72	%
2019		1.06	%		(0.72	)%		1.06	%	$	441,471		100	%
2018		1.06	%		(0.64	)%		1.10	%	$	113,288		86	%
July 12, 2017 (g) through December 31, 2017		1.06	%		(1.03	)%		1.41	%	$	25,551		107	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		1.13	%		(0.79	)%		1.19	%	$	437,279		53	%
Year Ended December 31: 2021		1.13	%		(1.00	)%		1.14	%	$	985,724		92	%
2020		1.13	%		(0.93	)%		1.15	%	$	1,411,316		72	%
2019		1.13	%		(0.79	)%		1.15	%	$	1,131,648		100	%
2018		1.13	%		(0.67	)%		1.15	%	$	967,112		86	%
2017		1.13	%		(0.68	)%		1.17	%	$	1,081,427		107	%

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Select Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	31.30		(0.13	)		(10.31	)		(10.44	)		—			—		$	20.86		(33.35	)%
Year Ended December 31: 2021	$	38.19		(0.49	)		2.64			2.15			(9.04	)		(9.04	)	$	31.30		6.89	%
2020	$	33.81		(0.40	)		11.43			11.03			(6.65	)		(6.65	)	$	38.19		33.22	%
2019	$	28.96		(0.37	)		9.68			9.31			(4.46	)		(4.46	)	$	33.81		32.29	%
2018	$	46.03		(0.42	)		(3.12	)		(3.54	)		(13.53	)		(13.53	)	$	28.96		(7.23	)%
2017	$	45.04		(0.43	)		8.16			7.73			(6.74	)		(6.74	)	$	46.03		17.10	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	20.74		(0.16	)		(6.81	)		(6.97	)		—			—		$	13.77		(33.61	)%
Year Ended December 31: 2021	$	28.54		(0.59	)		1.83			1.24			(9.04	)		(9.04	)	$	20.74		6.02	%
2020	$	26.77		(0.53	)		8.95			8.42			(6.65	)		(6.65	)	$	28.54		32.20	%
2019	$	23.82		(0.53	)		7.94			7.41			(4.46	)		(4.46	)	$	26.77		31.28	%
2018	$	40.80		(0.70	)		(2.75	)		(3.45	)		(13.53	)		(13.53	)	$	23.82		(7.98	)%
2017	$	40.89		(0.73	)		7.38			6.65			(6.74	)		(6.74	)	$	40.80		16.19	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	21.67		(0.14	)		(7.12	)		(7.26	)		—			—		$	14.41		(33.50	)%
Year Ended December 31: 2021	$	29.34		(0.53	)		1.90			1.37			(9.04	)		(9.04	)	$	21.67		6.31	%
2020	$	27.30		(0.46	)		9.15			8.69			(6.65	)		(6.65	)	$	29.34		32.57	%
2019	$	24.16		(0.45	)		8.05			7.60			(4.46	)		(4.46	)	$	27.30		31.63	%
2018	$	41.06		(0.59	)		(2.78	)		(3.37	)		(13.53	)		(13.53	)	$	24.16		(7.70	)%
2017	$	41.00		(0.61	)		7.41			6.80			(6.74	)		(6.74	)	$	41.06		16.51	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Select Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		1.40	%		(1.05	)%		1.52	%	$	75,270		69	%
Year Ended December 31: 2021		1.40	%		(1.21	)%		1.48	%	$	117,017		75	%
2020		1.40	%		(1.14	)%		1.49	%	$	115,014		73	%
2019		1.40	%		(1.06	)%		1.52	%	$	97,337		74	%
2018		1.40	%		(0.86	)%		1.50	%	$	94,393		79	%
2017		1.40	%		(0.88	)%		1.49	%	$	147,531		69	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		2.18	%		(1.86	)%		2.44	%	$	4,069		69	%
Year Ended December 31: 2021		2.18	%		(1.99	)%		2.24	%	$	9,835		75	%
2020		2.18	%		(1.92	)%		2.29	%	$	23,831		73	%
2019		2.18	%		(1.84	)%		2.30	%	$	26,988		74	%
2018		2.18	%		(1.64	)%		2.25	%	$	31,754		79	%
2017		2.18	%		(1.66	)%		2.24	%	$	51,208		69	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		1.91	%		(1.56	)%		3.70	%	$	360		69	%
Year Ended December 31: 2021		1.91	%		(1.72	)%		2.18	%	$	408		75	%
2020		1.91	%		(1.64	)%		5.35	%	$	504		73	%
2019		1.91	%		(1.57	)%		4.35	%	$	604		74	%
2018		1.91	%		(1.38	)%		3.60	%	$	701		79	%
2017		1.91	%		(1.39	)%		2.90	%	$	1,014		69	%

(continues on next page)

See notes to financial statements.

41

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)
Victory RS Select Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	34.71		(0.10	)		(11.43	)		(11.53	)		—			—		$	23.18		(33.22	)%
Year December 31: 2021	$	41.25		(0.38	)		2.88			2.50			(9.04	)		(9.04	)	$	34.71		7.23	%
2020	$	35.99		(0.31	)		12.22			11.91			(6.65	)		(6.65	)	$	41.25		33.65	%
2019	$	30.50		(0.27	)		10.22			9.95			(4.46	)		(4.46	)	$	35.99		32.76	%
2018	$	47.53		(0.29	)		(3.21	)		(3.50	)		(13.53	)		(13.53	)	$	30.50		(6.92	)%
2017	$	46.16		(0.28	)		8.39			8.11			(6.74	)		(6.74	)	$	47.53		17.48	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	34.43		(0.11	)		(11.34	)		(11.45	)		—			—		$	22.98		(33.26	)%
Year Ended December 31: 2021	$	41.02		(0.41	)		2.86			2.45			(9.04	)		(9.04	)	$	34.43		7.15	%
2020	$	35.84		(0.33	)		12.16			11.83			(6.65	)		(6.65	)	$	41.02		33.57	%
2019	$	30.41		(0.29	)		10.18			9.89			(4.46	)		(4.46	)	$	35.84		32.66	%
2018	$	47.47		(0.30	)		(3.23	)		(3.53	)		(13.53	)		(13.53	)	$	30.41		(7.02	)%
2017	$	46.15		(0.31	)		8.37			8.06			(6.74	)		(6.74	)	$	47.47		17.40	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

See notes to financial statements.

42

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Select Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		1.06	%		(0.73	)%		2.39	%	$	665		69	%
Year December 31: 2021		1.06	%		(0.88	)%		1.83	%	$	1,231		75	%
2020		1.06	%		(0.80	)%		4.52	%	$	710		73	%
2019		1.06	%		(0.72	)%		5.46	%	$	302		74	%
2018		1.06	%		(0.59	)%		6.33	%	$	239		79	%
2017		1.06	%		(0.55	)%		27.47	%	$	151		69	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		1.14	%		(0.80	)%		1.25	%	$	37,602		69	%
Year Ended December 31: 2021		1.14	%		(0.95	)%		1.21	%	$	70,192		75	%
2020		1.14	%		(0.88	)%		1.24	%	$	93,844		73	%
2019		1.14	%		(0.80	)%		1.23	%	$	94,933		74	%
2018		1.14	%		(0.59	)%		1.21	%	$	120,696		79	%
2017		1.14	%		(0.62	)%		1.20	%	$	244,689		69	%

See notes to financial statements.

43

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	24.76		(0.08	)		(8.37	)		(8.45	)		—			—
Year Ended December 31:
2021	$	32.99		(0.33	)		1.60			1.27			(9.50	)		—
2020	$	25.56		(0.20	)		8.98			8.78			(1.35	)		—
2019	$	19.96		(0.17	)		5.77			5.60			—			—
2018	$	25.77		(0.14	)		(1.79	)		(1.93	)		(3.00	)		(0.88	)
2017	$	21.32		(0.10	)		4.55			4.45			—			—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	19.34		(0.13	)		(6.53	)		(6.66	)		—			—
Year Ended December 31:
2021	$	28.05		(0.52	)		1.31			0.79			(9.50	)		—
2020	$	22.08		(0.38	)		7.70			7.32			(1.35	)		—
2019	$	17.40		(0.34	)		5.02			4.68			—			—
2018	$	23.22		(0.35	)		(1.59	)		(1.94	)		(3.65	)		(0.23	)
2017	$	19.38		(0.28	)		4.12			3.84			—			—
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	21.24		(0.12	)		(7.18	)		(7.30	)		—			—
Year Ended December 31:
2021	$	29.79		(0.47	)		1.42			0.95			(9.50	)		—
2020	$	23.32		(0.33	)		8.15			7.82			(1.35	)		—
2019	$	18.31		(0.28	)		5.29			5.01			—			—
2018	$	24.14		(0.29	)		(1.66	)		(1.95	)		(3.86	)		(0.02	)
2017	$	20.09		(0.23	)		4.28			4.05			—			—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

(f)  Includes impact of Line of credit fees. Without these Line of credit fees, the net expense ratio would have been at the contractual expense cap. (See Note 4 in the Notes to Financial Statements)

See notes to financial statements.

44

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Mid Cap Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	16.31		(34.13	)%		1.21	%(f)		(0.80	)%		1.39	%	$	52,411		66	%
Year Ended December 31:
2021		(9.50	)	$	24.76		4.68	%		1.20	%		(0.98	)%		1.33	%	$	88,064		90	%
2020		(1.35	)	$	32.99		34.47	%		1.20	%		(0.75	)%		1.35	%	$	93,072		92	%
2019		—		$	25.56		28.06	%		1.20	%		(0.67	)%		1.35	%	$	82,888		86	%
2018		(3.88	)	$	19.96		(7.37	)%		1.20	%		(0.53	)%		1.34	%	$	75,451		126	%
2017		—		$	25.77		20.87	%		1.20	%		(0.44	)%		1.29	%	$	108,271		86	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	12.68		(34.44	)%		2.12	%(f)		(1.72	)%		2.21	%	$	5,785		66	%
Year Ended December 31:
2021		(9.50	)	$	19.34		3.75	%		2.09	%		(1.87	)%		2.09	%	$	12,054		90	%
2020		(1.35	)	$	28.05		33.30	%		2.11	%		(1.65	)%		2.14	%	$	17,325		92	%
2019		—		$	22.08		26.90	%		2.11	%		(1.58	)%		2.12	%	$	20,266		86	%
2018		(3.88	)	$	17.40		(8.23	)%		2.11	%		(1.44	)%		2.12	%	$	18,072		126	%
2017		—		$	23.22		19.81	%		2.10	%		(1.33	)%		2.10	%	$	23,264		86	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	13.94		(34.37	)%		1.81	%(f)		(1.40	)%		3.42	%	$	387		66	%
Year Ended December 31:
2021		(9.50	)	$	21.24		4.09	%		1.80	%		(1.58	)%		1.93	%	$	610		90	%
2020		(1.35	)	$	29.79		33.67	%		1.80	%		(1.34	)%		4.13	%	$	596		92	%
2019		—		$	23.32		27.36	%		1.80	%		(1.26	)%		3.41	%	$	927		86	%
2018		(3.88	)	$	18.31		(7.99	)%		1.80	%		(1.13	)%		2.68	%	$	1,144		126	%
2017		—		$	24.14		20.21	%		1.80	%		(1.03	)%		2.43	%	$	1,685		86	%

(continues on next page)

See notes to financial statements.

45

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital
Victory RS Mid Cap Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	26.46		(0.06	)		(8.95	)		(9.01	)		—			—
Year Ended December 31:
2021	$	34.53		(0.25	)		1.68			1.43			(9.50	)		—
2020	$	26.63		(0.14	)		9.39			9.25			(1.35	)		—
2019	$	20.74		(0.11	)		6.00			5.89			—			—
2018	$	26.55		(0.07	)		(1.86	)		(1.93	)		(3.84	)		(0.04	)
2017	$	21.90		(0.04	)		4.69			4.65			—			—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	26.43		(0.06	)		(8.95	)		(9.01	)		—			—
Year Ended December 31:
2021	$	34.50		(0.26	)		1.69			1.43			(9.50	)		—
2020	$	26.61		(0.14	)		9.38			9.24			(1.35	)		—
2019	$	20.73		(0.11	)		5.99			5.88			—			—
2018	$	26.54		(0.08	)		(1.85	)		(1.93	)		(1.17	)		(2.71	)
2017	$	21.90		(0.04	)		4.68			4.64			—			—
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	24.84		(0.06	)		(8.41	)		(8.47	)		—			—
Year Ended December 31:
2021	$	33.00		(0.28	)		1.62			1.34			(9.50	)		—
November 3, 2020 (g) through December 31, 2020	$	29.16		(0.04	)		5.23			5.19			(1.35	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

(f)  Includes impact of Line of credit fees. Without these Line of credit fees, the net expense ratio would have been at the contractual expense cap. (See Note 4 in the Notes to Financial Statements)

(g)  Commencement of operations.

See notes to financial statements.

46

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Mid Cap Growth Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		—		$	17.45		(34.05	)%		0.95	%(f)		(0.58	)%		1.11	%	$	5,116		66	%
Year Ended December 31:
2021		(9.50	)	$	26.46		4.95	%		0.94	%		(0.73	)%		0.98	%	$	19,731		90	%
2020		(1.35	)	$	34.53		34.86	%		0.94	%		(0.49	)%		1.01	%	$	27,861		92	%
2019		—		$	26.63		28.40	%		0.94	%		(0.44	)%		1.05	%	$	20,321		86	%
2018		(3.88	)	$	20.74		(7.15	)%		0.94	%		(0.26	)%		1.32	%	$	3,793		126	%
2017		—		$	26.55		21.23	%		0.94	%		(0.17	)%		2.26	%	$	2,132		86	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	17.42		(34.09	)%		0.96	%(f)		(0.55	)%		1.16	%	$	125,299		66	%
Year Ended December 31:
2021		(9.50	)	$	26.43		4.96	%		0.95	%		(0.73	)%		1.09	%	$	249,373		90	%
2020		(1.35	)	$	34.50		34.84	%		0.95	%		(0.50	)%		1.10	%	$	466,342		92	%
2019		—		$	26.61		28.36	%		0.95	%		(0.43	)%		1.10	%	$	395,586		86	%
2018		(3.88	)	$	20.73		(7.15	)%		0.95	%		(0.27	)%		1.05	%	$	243,009		126	%
2017		—		$	26.54		21.19	%		0.95	%		(0.18	)%		1.06	%	$	310,050		86	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)		—		$	16.37		(34.10	)%		1.05	%		(0.60	)%		2.49	%	$	1,092		66	%
Year Ended December 31:
2021		(9.50	)	$	24.84		4.88	%		1.05	%		(0.85	)%		5.66	%	$	957		90	%
November 3, 2020 (g) through December 31, 2020		(1.35	)	$	33.00		17.94	%		1.05	%		(0.71	)%		31.23	%	$	109		92	%

See notes to financial statements.

47

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory RS Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	26.14		(0.06	)		(7.66	)		(7.72	)		—			—
Year Ended December 31:
2021	$	23.84		(0.18	)		4.85			4.67			(0.02	)		(2.35	)
2020	$	19.22		(0.08	)		6.89			6.81			—			(2.19	)
2019	$	16.40		(0.03	)		4.90			4.87			—			(2.05	)
2018	$	20.60		(0.06	)		(1.36	)		(1.42	)		—			(2.78	)
2017	$	16.44		(0.02	)		5.24			5.22			—			(1.06	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	19.94		(0.12	)		(5.83	)		(5.95	)		—			—
Year Ended December 31:
2021	$	18.80		(0.31	)		3.80			3.49			—			(2.35	)
2020	$	15.63		(0.20	)		5.56			5.36			—			(2.19	)
2019	$	13.75		(0.16	)		4.09			3.93			—			(2.05	)
2018	$	17.90		(0.21	)		(1.16	)		(1.37	)		—			(2.78	)
2017	$	14.51		(0.15	)		4.60			4.45			—			(1.06	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	22.71		(0.11	)		(6.65	)		(6.76	)		—			—
Year Ended December 31:
2021	$	21.09		(0.30	)		4.27			3.97			—			(2.35	)
2020	$	17.29		(0.19	)		6.18			5.99			—			(2.19	)
2019	$	15.00		(0.14	)		4.48			4.34			—			(2.05	)
2018	$	19.22		(0.18	)		(1.26	)		(1.44	)		—			(2.78	)
2017	$	15.49		(0.13	)		4.92			4.79			—			(1.06	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	27.70		(0.03	)		(8.12	)		(8.15	)		—			—
Year Ended December 31:
2021	$	25.13		(0.12	)		5.13			5.01			(0.09	)		(2.35	)
2020	$	20.11		(0.02	)		7.23			7.21			—			(2.19	)
2019	$	17.04		0.02			5.10			5.12			—			(2.05	)
2018	$	21.23		—	(f)		(1.41	)		(1.41	)		—			(2.78	)
2017	$	16.88		0.03			5.38			5.41			—			(1.06	)

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

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

(c)  Annualized for periods less than one year.

See notes to financial statements.

48

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Growth Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	18.42		(29.53	)%		1.10	%		(0.57	)%		1.19	%	$	209,883		54	%
Year Ended December 31:
2021		(2.37	)	$	26.14		19.91	%		1.10	%		(0.71	)%		1.17	%	$	308,663		62	%
2020		(2.19	)	$	23.84		35.64	%		1.10	%		(0.37	)%		1.19	%	$	274,388		73	%
2019		(2.05	)	$	19.22		29.83	%		1.10	%		(0.16	)%		1.19	%	$	223,503		95	%
2018		(2.78	)	$	16.40		(6.81	)%		1.10	%		(0.28	)%		1.19	%	$	188,220		87	%
2017		(1.06	)	$	20.60		31.75	%		1.10	%		(0.09	)%		1.20	%	$	218,238		74	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	13.99		(29.84	)%		1.93	%		(1.41	)%		2.58	%	$	906		54	%
Year Ended December 31:
2021		(2.35	)	$	19.94		18.95	%		1.93	%		(1.54	)%		1.99	%	$	1,733		62	%
2020		(2.19	)	$	18.80		34.55	%		1.93	%		(1.20	)%		2.43	%	$	3,731		73	%
2019		(2.05	)	$	15.63		28.74	%		1.93	%		(0.99	)%		2.33	%	$	4,240		95	%
2018		(2.78	)	$	13.75		(7.56	)%		1.93	%		(1.10	)%		2.20	%	$	4,409		87	%
2017		(1.06	)	$	17.90		30.57	%		1.93	%		(0.92	)%		2.10	%	$	6,974		74	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	15.95		(29.77	)%		1.71	%		(1.17	)%		3.44	%	$	387		54	%
Year Ended December 31:
2021		(2.35	)	$	22.71		19.17	%		1.71	%		(1.32	)%		1.71	%	$	542		62	%
2020		(2.19	)	$	21.09		34.87	%		1.71	%		(0.98	)%		6.08	%	$	420		73	%
2019		(2.05	)	$	17.29		29.08	%		1.71	%		(0.77	)%		5.41	%	$	438		95	%
2018		(2.78	)	$	15.00		(7.41	)%		1.71	%		(0.88	)%		3.49	%	$	516		87	%
2017		(1.06	)	$	19.22		30.92	%		1.71	%		(0.70	)%		2.72	%	$	830		74	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	19.55		(29.42	)%		0.83	%		(0.30	)%		0.95	%	$	21,188		54	%
Year Ended December 31:
2021		(2.44	)	$	27.70		20.22	%		0.83	%		(0.44	)%		0.91	%	$	33,772		62	%
2020		(2.19	)	$	25.13		36.06	%		0.83	%		(0.09	)%		0.99	%	$	29,875		73	%
2019		(2.05	)	$	20.11		30.18	%		0.83	%		0.11	%		0.98	%	$	31,473		95	%
2018		(2.78	)	$	17.04		(6.56	)%		0.83	%		(0.01	)%		0.97	%	$	26,457		87	%
2017		(1.06	)	$	21.23		32.05	%		0.83	%		0.17	%		0.97	%	$	30,309		74	%

(d)  Does not include acquire fund fees and expenses, if any.

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

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

See notes to financial statements.

49

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Science and Technology Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	28.34		(0.12	)		(11.73	)		(11.85	)		—			—		$	16.49		(41.81	)%
Year Ended December 31:
2021	$	36.35		(0.46	)		(3.10	)		(3.56	)		(4.45	)		(4.45	)	$	28.34		(9.25	)%
2020	$	23.37		(0.34	)		15.48			15.14			(2.16	)		(2.16	)	$	36.35		65.03	%
2019	$	18.34		(0.26	)		7.43			7.17			(2.14	)		(2.14	)	$	23.37		39.32	%
2018	$	21.56		(0.27	)		0.06			(0.21	)		(3.01	)		(3.01	)	$	18.34		(0.73	)%
2017	$	17.49		(0.25	)		8.04			7.79			(3.72	)		(3.72	)	$	21.56		44.74	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	19.48		(0.14	)		(8.05	)		(8.19	)		—			—		$	11.29		(42.04	)%
Year Ended December 31:
2021	$	26.81		(0.55	)		(2.33	)		(2.88	)		(4.45	)		(4.45	)	$	19.48		(10.03	)%
2020	$	17.73		(0.41	)		11.65			11.24			(2.16	)		(2.16	)	$	26.81		63.71	%
2019	$	14.40		(0.35	)		5.82			5.47			(2.14	)		(2.14	)	$	17.73		38.27	%
2018	$	17.73		(0.38	)		0.06			(0.32	)		(3.01	)		(3.01	)	$	14.40		(1.58	)%
2017	$	14.96		(0.36	)		6.85			6.49			(3.72	)		(3.72	)	$	17.73		43.70	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	22.45		(0.13	)		(9.29	)		(9.42	)		—			—		$	13.03		(41.96	)%
Year Ended December 31:
2021	$	29.99		(0.51	)		(2.58	)		(3.09	)		(4.45	)		(4.45	)	$	22.45		(9.66	)%
2020	$	19.60		(0.39	)		12.94			12.55			(2.16	)		(2.16	)	$	29.99		64.32	%
2019	$	15.70		(0.31	)		6.35			6.04			(2.14	)		(2.14	)	$	19.60		38.73	%
2018	$	18.99		(0.33	)		0.05			(0.28	)		(3.01	)		(3.01	)	$	15.70		(1.20	)%
2017	$	15.78		(0.31	)		7.24			6.93			(3.72	)		(3.72	)	$	18.99		44.05	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

See notes to financial statements.

50

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Science and Technology Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		1.49	%		(1.22	)%		1.50	%	$	141,315		31	%
Year Ended December 31:
2021		1.47	%		(1.28	)%		1.47	%	$	250,490		46	%
2020		1.48	%		(1.22	)%		1.48	%	$	320,605		30	%
2019		1.48	%		(1.14	)%		1.48	%	$	199,591		88	%
2018		1.47	%		(1.10	)%		1.47	%	$	140,389		83	%
2017		1.49	%		(1.18	)%		1.49	%	$	146,002		89	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		2.28	%		(2.01	)%		2.40	%	$	5,390		31	%
Year Ended December 31:
2021		2.28	%		(2.09	)%		2.28	%	$	11,168		46	%
2020		2.28	%		(2.03	)%		2.32	%	$	18,398		30	%
2019		2.28	%		(1.94	)%		2.34	%	$	14,054		88	%
2018		2.28	%		(1.91	)%		2.31	%	$	11,857		83	%
2017		2.28	%		(1.97	)%		2.31	%	$	11,831		89	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		1.93	%		(1.66	)%		3.07	%	$	589		31	%
Year Ended December 31:
2021		1.93	%		(1.74	)%		1.93	%	$	1,089		46	%
2020		1.93	%		(1.68	)%		3.69	%	$	1,273		30	%
2019		1.93	%		(1.59	)%		4.28	%	$	681		88	%
2018		1.93	%		(1.56	)%		2.75	%	$	707		83	%
2017		1.93	%		(1.62	)%		2.54	%	$	1,705		89	%

(continues on next page)

See notes to financial statements.

51

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)
Victory RS Science and Technology Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	31.49		(0.11	)		(13.04	)		(13.15	)		—			—		$	18.34		(41.76	)%
Year Ended December 31:
2021	$	39.73		(0.41	)		(3.38	)		(3.79	)		(4.45	)		(4.45	)	$	31.49		(9.04	)%
2020	$	25.36		(0.29	)		16.82			16.53			(2.16	)		(2.16	)	$	39.73		65.40	%
2019	$	19.72		(0.22	)		8.00			7.78			(2.14	)		(2.14	)	$	25.36		39.66	%
2018	$	22.90		(0.22	)		0.05			(0.17	)		(3.01	)		(3.01	)	$	19.72		(0.51	)%
2017	$	18.37		(0.21	)		8.46			8.25			(3.72	)		(3.72	)	$	22.90		45.11	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

See notes to financial statements.

52

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Science and Technology Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)		1.24	%		(0.97	)%		1.30	%	$	37,348		31	%
Year Ended December 31:
2021		1.23	%		(1.05	)%		1.23	%	$	81,080		46	%
2020		1.24	%		(0.99	)%		1.26	%	$	109,275		30	%
2019		1.24	%		(0.89	)%		1.26	%	$	77,998		88	%
2018		1.24	%		(0.85	)%		1.25	%	$	53,395		83	%
2017		1.24	%		(0.92	)%		1.26	%	$	32,047		89	%

See notes to financial statements.

53

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	13.32		(0.06	)		(5.07	)		(5.13	)		—			—		$	8.19		(38.51	)%
Year Ended December 31:
2021	$	18.02		(0.21	)		(1.28	)		(1.49	)		(3.21	)		(3.21	)	$	13.32		(7.36	)%
2020	$	16.05		(0.19	)		6.17			5.98			(4.01	)		(4.01	)	$	18.02		37.99	%
2019	$	12.97		(0.15	)		5.11			4.96			(1.88	)		(1.88	)	$	16.05		38.49	%
2018	$	18.88		(0.16	)		(1.47	)		(1.63	)		(4.28	)		(4.28	)	$	12.97		(8.39	)%
2017	$	14.41		(0.14	)		5.55			5.41			(0.94	)		(0.94	)	$	18.88		37.57	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	13.49		(0.10	)		(5.12	)		(5.22	)		—			—		$	8.27		(38.70	)%
Year Ended December 31:
2021	$	18.39		(0.37	)		(1.32	)		(1.69	)		(3.21	)		(3.21	)	$	13.49		(8.14	)%
2020	$	49.61		(0.84	)		17.74			16.90			(48.12	)		(48.12	)	$	18.39		36.75	%
2019	$	52.83		(1.08	)		20.42			19.34			(22.56	)		(22.56	)	$	49.61		37.26	%
2018	$	115.36		(2.04	)		(9.13	)		(11.17	)		(51.36	)		(51.36	)	$	52.83		(9.23	)%
2017	$	92.89		(1.80	)		35.55			33.75			(11.28	)		(11.28	)	$	115.36		36.34	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	8.41		(0.05	)		(3.20	)		(3.25	)		—			—		$	5.16		(38.64	)%
Year Ended December 31:
2021	$	12.79		(0.21	)		(0.96	)		(1.17	)		(3.21	)		(3.21	)	$	8.41		(7.87	)%
2020	$	12.32		(0.20	)		4.68			4.48			(4.01	)		(4.01	)	$	12.79		37.31	%
2019	$	10.32		(0.18	)		4.06			3.88			(1.88	)		(1.88	)	$	12.32		37.91	%
2018	$	16.08		(0.23	)		(1.25	)		(1.48	)		(4.28	)		(4.28	)	$	10.32		(8.92	)%
2017	$	12.44		(0.20	)		4.78			4.58			(0.94	)		(0.94	)	$	16.08		36.84	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

(f)  Reflects increased trading activity due to changes in allocation strategies.

See notes to financial statements.

54

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Small Cap Equity Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		1.31	%		(1.21	)%		1.31	%	$	34,914		73	%
Year Ended December 31:
2021		1.25	%		(1.18	)%		1.25	%	$	60,699		113	%
2020		1.29	%		(1.14	)%		1.29	%	$	76,611		157	%(f)
2019		1.26	%		(0.93	)%		1.26	%	$	63,247		89	%
2018		1.22	%		(0.78	)%		1.22	%	$	51,619		77	%
2017		1.25	%		(0.84	)%		1.25	%	$	65,514		79	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		2.10	%		(2.00	)%		6.81	%	$	173		73	%
Year Ended December 31:
2021		2.10	%		(2.04	)%		4.32	%	$	380		113	%
2020		2.10	%		(1.94	)%		5.26	%	$	515		157	%(f)
2019		2.10	%		(1.76	)%		3.86	%	$	478		89	%
2018		2.10	%		(1.71	)%		4.24	%	$	616		77	%
2017		2.10	%		(1.69	)%		3.87	%	$	533		79	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		1.75	%		(1.65	)%		2.25	%	$	1,499		73	%
Year Ended December 31:
2021		1.75	%		(1.68	)%		1.89	%	$	2,949		113	%
2020		1.75	%		(1.59	)%		2.05	%	$	3,325		157	%(f)
2019		1.75	%		(1.42	)%		2.05	%	$	2,874		89	%
2018		1.75	%		(1.30	)%		1.88	%	$	2,303		77	%
2017		1.75	%		(1.34	)%		1.97	%	$	3,381		79	%

(continues on next page)

See notes to financial statements.

55

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions			Net Asset Value, End of Period		Total Return(b)
Victory RS Small Cap Equity Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	13.98		(0.05	)		(5.32	)		(5.37	)		—			—		$	8.61		(38.41	)%
Year Ended December 31:
2021	$	18.71		(0.19	)		(1.33	)		(1.52	)		(3.21	)		(3.21	)	$	13.98		(7.25	)%
2020	$	16.52		(0.16	)		6.36			6.20			(4.01	)		(4.01	)	$	18.71		38.24	%
2019	$	13.29		(0.13	)		5.24			5.11			(1.88	)		(1.88	)	$	16.52		38.69	%
2018	$	19.20		(0.14	)		(1.49	)		(1.63	)		(4.28	)		(4.28	)	$	13.29		(8.23	)%
2017	$	14.62		(0.14	)		5.66			5.52			(0.94	)		(0.94	)	$	19.20		37.78	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	13.34		(0.05	)		(5.08	)		(5.13	)		—			—		$	8.21		(38.46	)%
Year Ended December 31:
2021	$	18.04		(0.19	)		(1.30	)		(1.49	)		(3.21	)		(3.21	)	$	13.34		(7.35	)%
November 3, 2020 (g) through December 31, 2020	$	17.72		(0.04	)		4.37			4.33			(4.01	)		(4.01	)	$	18.04		25.09	%

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquire fund fees and expenses, if any.

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

(f)  Reflects increased trading activity due to changes in allocation strategies.

(g)  Commencement of operations.

See notes to financial statements.

56

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Small Cap Equity Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)		1.10	%		(0.99	)%		1.34	%	$	1,930		73	%
Year Ended December 31:
2021		1.10	%		(1.03	)%		1.10	%	$	3,095		113	%
2020		1.10	%		(0.95	)%		1.58	%	$	4,449		157	%(f)
2019		1.10	%		(0.77	)%		1.43	%	$	3,275		89	%
2018		1.10	%		(0.69	)%		1.68	%	$	2,750		77	%
2017		1.10	%		(0.78	)%		1.34	%	$	6,398		79	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)		1.15	%		(1.04	)%		2.57	%	$	1,203		73	%
Year Ended December 31:
2021		1.15	%		(1.08	)%		3.55	%	$	1,394		113	%
November 3, 2020 (g) through December 31, 2020		1.15	%		(1.14	)%		23.73	%	$	218		157	%(f)

See notes to financial statements.

57

Victory Portfolios Notes to Financial Statements
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1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 40 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

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

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

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("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.

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)

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June 30, 2022

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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 the Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

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

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

A summary of the valuations as of June 30, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS Small Cap Growth Fund
Common Stocks	$	1,044,630,414	$	—	$	—	$	1,044,630,414
Collateral for Securities Loaned		56,345,523		—		—		56,345,523
Total	$	1,100,975,937	$	—	$	—	$	1,100,975,937
RS Select Growth Fund
Common Stocks	$	113,328,653	$	—	$	—	$	113,328,653
Total	$	113,328,653	$	—	$	—	$	113,328,653
RS Mid Cap Growth Fund
Common Stocks	$	187,230,502	$	—	$	—	$	187,230,502
Collateral for Securities Loaned		1,727,171		—		—		1,727,171
Total	$	188,957,673	$	—	$	—	$	188,957,673
RS Growth Fund
Common Stocks	$	231,838,267	$	—	$	—	$	231,838,267
Collateral for Securities Loaned		1,285,351		—		—		1,285,351
Total	$	233,123,618	$	—	$	—	$	233,123,618
RS Science and Technology Fund
Common Stocks	$	183,322,626	$	—	$	—	$	183,322,626
Warrants		12,690		—		—		12,690
Collateral for Securities Loaned		16,031,838		—		—		16,031,838
Total	$	199,367,154	$	—	$	—	$	199,367,154

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	Level 1		Level 2		Level 3		Total
RS Small Cap Equity Fund
Common Stocks	$	38,646,317	$	—	$	—	$	38,646,317
Collateral for Securities Loaned		3,003,257		—		—		3,003,257
Total	$	41,649,574	$	—	$	—	$	41,649,574

For the six months ended June 30, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Open-End Funds:

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

Investment Transactions and Related Income:

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

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by

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June 30, 2022

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the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
RS Small Cap Growth Fund	$	53,491,274	$	—	$	56,345,523
RS Mid Cap Growth Fund		1,632,835		—		1,727,171
RS Growth Fund		1,215,147		—		1,285,351
RS Science and Technology Fund		15,510,403		—		16,031,838
RS Small Cap Equity Fund		2,916,343		—		3,003,257

Federal Income Taxes:

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

For the six months ended June 30, 2022, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2022, were as follows:

	Excluding U.S. Government Securities
	Purchases		Sales
RS Small Cap Growth Fund	$	818,896,337	$	1,288,520,944
RS Select Growth Fund		102,815,616		125,373,462
RS Mid Cap Growth Fund		171,080,658		235,284,706
RS Growth Fund		150,715,258		163,420,917
RS Science and Technology Fund		75,482,143		95,325,031
RS Small Cap Equity Fund		36,794,768		40,049,574

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Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

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4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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

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

Amounts incurred and paid to VCM for the six months ended June 30, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:

Net Assets
Up to $15 billion			$15 billion – $30 billion			Over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2022, 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 Funds 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 six months ended June 30, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended June 30, 2022, 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

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Victory Portfolios Notes to Financial Statements — continued
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expenses incurred in providing these services. Amounts incurred for the period ended June 30, 2022, are reflected on the Statements of Operations as Transfer agent fees.

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

	Class A			Class C			Class R
RS Small Cap Growth Fund		0.25	%		1.00	%		0.50	%
RS Select Growth Fund		0.25	%		1.00	%		0.50	%
RS Mid Cap Growth Fund		0.25	%		1.00	%		0.50	%
RS Growth Fund		0.25	%		1.00	%		0.50	%
RS Science and Technology Fund		0.25	%		1.00	%		0.50	%
RS Small Cap Equity Fund		0.25	%		1.00	%		0.50	%

The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class C, and Class R. Amounts incurred for the six-months ended June 30, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of the Class A. For the six months ended June 30, 2022, the Distributor received approximately $12,697 from commissions earned in connection with 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 six months ended June 30, 2022, 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 the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2023
	Class A			Class C			Class R			Class R6			Class Y			Member Class
RS Small Cap Growth Fund		1.40	%		2.16	%		1.86	%		1.06	%		1.13	%		N/A
RS Select Growth Fund		1.40	%		2.18	%		1.91	%		1.06	%		1.14	%		N/A
RS Mid Cap Growth Fund		1.20	%		2.11	%		1.80	%		0.94	%		0.95	%		1.05	%
RS Growth Fund		1.10	%		1.93	%		1.71	%		N/A			0.83	%		N/A
RS Science and Technology Fund		1.49	%		2.28	%		1.93	%		N/A			1.24	%		N/A
RS Small Cap Equity Fund		1.35	%		2.10	%		1.75	%		N/A			1.10	%		1.15	%

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Under the terms of the expense limitation agreements, as amended May 1, 2022, 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.

As of June 30, 2022, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022.

	Expires 2022		Expires 2023		Expires 2024		Expires 2025		Total
RS Small Cap Growth Fund	$	278,134	$	486,448	$	315,198	$	359,869	$	1,439,649
RS Select Growth Fund		117,764		227,571		180,839		101,407		627,581
RS Mid Cap Growth Fund		415,451		755,044		678,326		261,278		2,110,099
RS Growth Fund		147,092		294,950		240,370		134,294		816,706
RS Science and Technology Fund		12,698		37,306		—		30,405		80,409
RS Small Cap Equity Fund		15,215		40,673		42,087		22,509		120,484

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statements of Operations as Expenses waived/reimbursed by Adviser. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.

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

5. Risks:

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

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

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.

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

Smaller-Capitalization Stock Risk — Small- and mid-sized capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month Secured Overnight Financing Rate (SOFR) plus 1.10 percent. Interest charged to each fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the six months ended June 30, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows 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, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

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The average borrowing or lending for the days outstanding and average interest rate for each Fund during the year ended June 30, 2022, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
RS Small Cap Growth Fund	Borrower	$	—	$	22,336,700		10		0.68	%	$	53,069,000
RS Mid Cap Growth Fund	Borrower		—		2,376,889		9		1.02	%		5,438,000

*  Based on the number of days borrowings were outstanding for the six months ended June 30, 2022.

7. Federal Income Tax Information:

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

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year ending December 31, 2022.

As of the tax year ended December 31, 2021, the Funds had no capital loss carryforwards for federal income tax purposes.

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Victory Portfolios Supplemental Information
June 30, 2022

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 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 are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund 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, 2022, through June 30, 2022.

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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22- 6/30/22*		Hypothetical Expenses Paid During Period 1/1/22- 6/30/22*		Annualized Expense Ratio During Period 1/1/22- 6/30/22
RS Small Cap Growth Fund
Class A	$	1,000.00	$	629.20	$	1,017.85	$	5.66	$	7.00		1.40	%
Class C		1,000.00		627.00		1,014.08		8.71		10.79		2.16	%
Class R		1,000.00		627.80		1,015.57		7.51		9.30		1.86	%
Class R6		1,000.00		630.30		1,019.54		4.28		5.31		1.06	%
Class Y		1,000.00		630.10		1,019.19		4.57		5.66		1.13	%

67

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22- 6/30/22*		Hypothetical Expenses Paid During Period 1/1/22- 6/30/22*		Annualized Expense Ratio During Period 1/1/22- 6/30/22
RS Select Growth Fund
Class A	$	1,000.00	$	666.50	$	1,017.85	$	5.78	$	7.00		1.40	%
Class C		1,000.00		663.90		1,013.98		8.99		10.89		2.18	%
Class R		1,000.00		665.00		1,015.32		7.89		9.54		1.91	%
Class R6		1,000.00		667.80		1,019.54		4.38		5.31		1.06	%
Class Y		1,000.00		667.40		1,019.14		4.71		5.71		1.14	%
RS Mid Cap Growth Fund
Class A		1,000.00		658.70		1,018.79		4.98		6.06		1.21	%
Class C		1,000.00		655.60		1,014.28		8.70		10.59		2.12	%
Class R		1,000.00		656.30		1,015.82		7.43		9.05		1.81	%
Class R6		1,000.00		659.50		1,020.08		3.91		4.76		0.95	%
Class Y		1,000.00		659.10		1,020.03		3.95		4.81		0.96	%
Member Class		1,000.00		659.00		1,019.59		4.32		5.26		1.05	%
RS Growth Fund
Class A		1,000.00		704.70		1,019.34		4.65		5.51		1.10	%
Class C		1,000.00		701.60		1,015.22		8.14		9.64		1.93	%
Class R		1,000.00		702.30		1,016.31		7.22		8.55		1.71	%
Class Y		1,000.00		705.80		1,020.68		3.51		4.16		0.83	%
RS Science and Technology Fund
Class A		1,000.00		581.90		1,017.41		5.84		7.45		1.49	%
Class C		1,000.00		579.60		1,013.49		8.93		11.38		2.28	%
Class R		1,000.00		580.40		1,015.22		7.56		9.64		1.93	%
Class Y		1,000.00		582.40		1,018.65		4.87		6.21		1.24	%
RS Small Cap Equity Fund
Class A		1,000.00		614.90		1,018.30		5.25		6.56		1.31	%
Class C		1,000.00		613.00		1,014.38		8.40		10.49		2.10	%
Class R		1,000.00		613.60		1,016.12		7.00		8.75		1.75	%
Class Y		1,000.00		615.90		1,019.34		4.41		5.51		1.10	%
Member Class		1,000.00		615.40		1,019.09		4.61		5.76		1.15	%

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

68

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (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 24, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

69

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)
	800-235-8396 for Member Class

VPRSGF-SAR (6/22)

June 30, 2022

Semi Annual Report

Victory RS International Fund

Victory RS Global Fund

Victory Sophus Emerging Markets Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory RS International Fund	6
Victory RS Global Fund	11
Victory Sophus Emerging Markets Fund	17
Financial Statements
Statements of Assets and Liabilities	24
Statements of Operations	26
Statements of Changes in Net Assets	27
Financial Highlights	30
Notes to Financial Statements	42
Supplemental Information	52
Proxy Voting and Portfolio Holdings Information	52
Expense Examples	52
Liquidity Risk Management Program	54
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

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

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

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

Call Victory at:

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

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory RS International Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Nestle SA, Registered Shares	4.5	%
Roche Holding AG	3.8	%
Toyota Motor Corp.	3.2	%
LVMH Moet Hennessy Louis Vuitton SE	2.8	%
Novartis AG, Registered Shares	2.5	%
Novo Nordisk A/S, Class B	2.4	%
Shell PLC	2.4	%
BHP Group Ltd.	2.1	%
HSBC Holdings PLC	2.1	%
Diageo PLC	2.0	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

3

Victory Portfolios
Victory RS Global Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Apple, Inc.	4.9	%
Microsoft Corp.	4.7	%
Johnson & Johnson	2.4	%
Alphabet, Inc., Class C	2.4	%
McDonald's Corp.	2.3	%
PepsiCo, Inc.	2.1	%
Colgate-Palmolive Co.	1.8	%
Eli Lilly & Co.	1.8	%
Tencent Holdings Ltd.	1.6	%
Amazon.com, Inc.	1.6	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

4

Victory Portfolios
Victory Sophus Emerging Markets Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Taiwan Semiconductor Manufacturing Co. Ltd.	7.0	%
Samsung Electronics Co. Ltd.	3.7	%
Alibaba Group Holding Ltd.	3.5	%
Tencent Holdings Ltd.	3.5	%
JD.com, Inc., Class A	2.1	%
Postal Savings Bank of China Co. Ltd., Class H	1.9	%
ICICI Bank Ltd.	1.9	%
Meituan, Class B	1.6	%
Infosys Ltd.	1.5	%
Mahindra & Mahindra Ltd.	1.5	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

5

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (97.3%)
Australia (7.3%):
Consumer Discretionary (1.1%):
Aristocrat Leisure Ltd.		149,803	$	3,562,433
Financials (1.1%):
Macquarie Group Ltd.		32,077		3,651,352
Health Care (1.9%):
CSL Ltd.		33,552		6,228,388
Materials (2.1%):
BHP Group Ltd.		241,826		6,922,826
Real Estate (1.1%):
Scentre Group		1,906,272		3,422,050
				23,787,049
Belgium (0.7%):
Information Technology (0.7%):
Melexis NV		30,969		2,226,981
China (1.0%):
Communication Services (1.0%):
Tencent Holdings Ltd.		67,700		3,064,528
Denmark (4.1%):
Consumer Discretionary (0.6%):
Pandora A/S (a)		27,653		1,757,148
Consumer Staples (1.1%):
Royal Unibrew A/S		39,674		3,531,473
Health Care (2.4%):
Novo Nordisk A/S, Class B		71,406		7,920,380
				13,209,001
France (8.4%):
Consumer Discretionary (4.0%):
La Francaise des Jeux SAEM (b)		108,624		3,771,352
LVMH Moet Hennessy Louis Vuitton SE		14,961		9,167,962
				12,939,314
Energy (0.9%):
Gaztransport Et Technigaz SA		24,019		3,016,466
Industrials (1.1%):
Safran SA		36,850		3,668,466
Information Technology (1.0%):
Capgemini SE		19,828		3,419,052
Materials (1.4%):
Arkema SA		49,814		4,455,352
				27,498,650

See notes to financial statements.

6

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Germany (6.2%):
Consumer Discretionary (0.9%):
Volkswagen AG, Preference Shares		22,854	$	3,076,618
Financials (1.7%):
Allianz SE, Registered Shares		29,132		5,584,109
Industrials (1.9%):
Siemens AG, Registered Shares		58,610		6,024,044
Information Technology (1.7%):
SAP SE		61,071		5,565,857
				20,250,628
Hong Kong (3.6%):
Financials (1.7%):
AIA Group Ltd.		502,600		5,491,834
Real Estate (1.9%):
CK Asset Holdings Ltd.		890,500		6,327,446
				11,819,280
Italy (2.6%):
Utilities (2.6%):
Enel SpA		726,620		3,984,378
Snam SpA		851,261		4,465,393
				8,449,771
Japan (21.2%):
Communication Services (2.0%):
Capcom Co. Ltd.		154,100		3,749,182
Kakaku.com, Inc.		163,900		2,722,628
				6,471,810
Consumer Discretionary (4.0%):
Toyota Motor Corp.		665,400		10,268,174
ZOZO, Inc.		151,600		2,743,259
				13,011,433
Consumer Staples (1.3%):
Toyo Suisan Kaisha Ltd.		108,300		4,229,005
Financials (3.1%):
Mitsubishi UFJ Financial Group, Inc.		977,600		5,230,982
Tokio Marine Holdings, Inc.		85,400		4,980,575
				10,211,557
Health Care (2.5%):
Hoya Corp.		53,000		4,536,565
Shionogi & Co. Ltd.		70,100		3,578,322
				8,114,887
Industrials (3.9%):
Fuji Electric Co. Ltd.		124,200		5,135,660
Nippon Yusen KK		35,200		2,413,842

See notes to financial statements.

7

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
OKUMA Corp.		38,900	$	1,461,181
Sanwa Holdings Corp.		389,000		3,725,715
				12,736,398
Information Technology (3.1%):
Fujitsu Ltd.		38,700		4,843,167
Oracle Corp.		49,200		2,865,592
Ulvac, Inc.		73,000		2,486,789
				10,195,548
Real Estate (0.6%):
Sumitomo Realty & Development Co. Ltd.		78,000		2,059,402
Utilities (0.7%):
Chubu Electric Power Co., Inc.		213,200		2,147,116
				69,177,156
Netherlands (5.3%):
Communication Services (1.9%):
Koninklijke KPN NV		1,736,136		6,176,518
Financials (1.2%):
ING Groep NV		392,676		3,867,938
Industrials (1.4%):
Wolters Kluwer NV		46,723		4,527,654
Information Technology (0.8%):
ASM International NV		11,240		2,796,195
				17,368,305
New Zealand (0.5%):
Health Care (0.5%):
Fisher & Paykel Healthcare Corp. Ltd.		130,979		1,631,048
Norway (1.6%):
Energy (0.6%):
Aker BP ASA (a)		57,151		1,980,188
Financials (1.0%):
SpareBank 1 SMN		275,729		3,257,452
				5,237,640
Spain (1.4%):
Financials (1.4%):
Banco Bilbao Vizcaya Argentaria SA		1,001,268		4,547,693
Sweden (2.2%):
Industrials (2.2%):
Atlas Copco AB, Class B (c)		586,648		4,918,149
Nibe Industrier AB, Class B		284,724		2,147,484
				7,065,633

See notes to financial statements.

8

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Switzerland (14.2%):
Consumer Staples (5.4%):
Coca-Cola HBC AG		131,375	$	2,926,759
Nestle SA, Registered Shares		124,639		14,569,193
				17,495,952
Financials (2.0%):
Partners Group Holding AG		1,905		1,720,670
UBS Group AG		306,733		4,959,649
				6,680,319
Health Care (6.3%):
Novartis AG, Registered Shares		94,902		8,047,116
Roche Holding AG		37,354		12,489,399
				20,536,515
Industrials (0.5%):
Adecco Group AG		48,611		1,657,158
				46,369,944
United Kingdom (17.0%):
Communication Services (0.2%):
ITV PLC		714,992		570,869
Consumer Discretionary (0.8%):
Next PLC		38,403		2,743,056
Consumer Staples (3.6%):
Diageo PLC		149,290		6,447,143
Imperial Brands PLC		235,852		5,279,293
				11,726,436
Energy (3.8%):
BP PLC		965,405		4,532,283
Shell PLC		303,857		7,911,935
				12,444,218
Financials (4.3%):
Barclays PLC		2,034,663		3,804,087
HSBC Holdings PLC		1,051,296		6,866,446
Intermediate Capital Group PLC		78,880		1,260,884
Legal & General Group PLC		702,567		2,053,657
				13,985,074
Health Care (0.4%):
CVS Group PLC		60,862		1,230,081
Industrials (1.0%):
Ashtead Group PLC		81,117		3,411,894
Materials (2.9%):
Croda International PLC		45,449		3,591,769
Rio Tinto PLC		97,768		5,844,226
				9,435,995
				55,547,623
Total Common Stocks (Cost $333,694,898)				317,250,930

See notes to financial statements.

9

Victory Portfolios
Victory RS International Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Exchange-Traded Funds (0.5%)
United States (0.5%):
iShares MSCI EAFE ETF (a)		25,767	$	1,610,180
Total Exchange-Traded Funds (Cost $1,756,944)				1,610,180
Collateral for Securities Loaned (1.0%)^
United States (1.0%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (d)		100,741		100,741
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (d)		50,275		50,275
HSBC U.S. Government Money Market Fund I Shares, 1.46% (d)		627,027		627,027
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (d)		400,875		400,875
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (d)		267,338		267,338
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (d)		1,802,412		1,802,412
Total Collateral for Securities Loaned (Cost $3,248,668)				3,248,668
Total Investments (Cost $338,700,510) — 98.8%				322,109,778
Other assets in excess of liabilities — 1.2%				3,986,447
NET ASSETS — 100.00%			$	326,096,225

^  Purchased with cash collateral from securities on loan.

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

(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $3,771,352 and amounted to 1.2% of net assets.

(c)  Non-income producing security.

(d)  Rate disclosed is the daily yield on June 30, 2022.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

10

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (95.6%)
Australia (2.2%):
Consumer Discretionary (0.6%):
Aristocrat Leisure Ltd.		84,098	$	1,999,917
Financials (0.7%):
Macquarie Group Ltd.		21,825		2,484,358
Health Care (0.9%):
CSL Ltd.		17,939		3,330,086
				7,814,361
Belgium (0.4%):
Information Technology (0.4%):
Melexis NV		17,285		1,242,965
Bermuda (0.6%):
Industrials (0.6%):
Triton International Ltd.		38,979		2,052,244
Canada (5.1%):
Consumer Staples (1.0%):
Alimentation Couche-Tard, Inc.		90,047		3,513,023
Energy (0.6%):
Parex Resources, Inc.		121,903		2,064,868
Industrials (1.1%):
Canadian Pacific Railway Ltd.		53,444		3,733,605
Information Technology (1.4%):
Constellation Software, Inc.		3,358		4,985,782
Materials (1.0%):
Aginco Eagle Mines Ltd.		73,609		3,369,885
				17,667,163
China (3.1%):
Communication Services (1.6%):
Tencent Holdings Ltd.		123,400		5,585,861
Consumer Staples (0.7%):
Foshan Haitian Flavouring & Food Co. Ltd., Class A		164,779		2,230,515
Financials (0.8%):
Industrial & Commercial Bank of China Ltd., Class H		4,831,000		2,882,485
				10,698,861
Denmark (2.3%):
Consumer Discretionary (0.3%):
Pandora A/S (a)		16,458		1,045,787
Consumer Staples (0.7%):
Royal Unibrew A/S		25,340		2,255,571

See notes to financial statements.

11

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Health Care (1.3%):
Novo Nordisk A/S, Class B		41,540	$	4,607,632
				7,908,990
France (2.6%):
Consumer Discretionary (0.5%):
La Francaise des Jeux SAEM (b)		55,802		1,937,408
Energy (0.8%):
Gaztransport Et Technigaz SA		23,371		2,935,086
Industrials (0.6%):
Safran SA		20,036		1,994,610
Materials (0.7%):
Arkema SA		26,387		2,360,047
				9,227,151
Germany (0.5%):
Consumer Discretionary (0.5%):
Volkswagen AG, Preference Shares		12,563		1,691,238
Indonesia (1.1%):
Communication Services (1.1%):
PT Telkom Indonesia Persero Tbk		14,458,900		3,890,313
Ireland (1.1%):
Industrials (1.1%):
Eaton Corp. PLC		30,121		3,794,945
Italy (0.9%):
Utilities (0.9%):
Enel SpA		283,286		1,553,382
Snam SpA		322,064		1,689,426
				3,242,808
Japan (5.3%):
Communication Services (1.3%):
Capcom Co. Ltd.		122,200		2,973,069
Kakaku.com, Inc.		94,600		1,571,450
				4,544,519
Consumer Discretionary (0.6%):
ZOZO, Inc.		115,900		2,097,254
Consumer Staples (0.8%):
Toyo Suisan Kaisha Ltd.		67,200		2,624,092
Financials (0.9%):
Mitsubishi UFJ Financial Group, Inc.		577,300		3,089,041
Health Care (0.4%):
Hoya Corp.		18,000		1,540,720

See notes to financial statements.

12

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Industrials (0.9%):
Fuji Electric Co. Ltd.		27,500	$	1,137,123
Nippon Yusen KK		27,600		1,892,671
				3,029,794
Information Technology (0.4%):
Ulvac, Inc.		44,600		1,519,326
				18,444,746
Korea, Republic Of (1.4%):
Information Technology (1.4%):
Samsung Electronics Co. Ltd.		110,107		4,857,651
Netherlands (0.5%):
Information Technology (0.5%):
ASM International NV		7,057		1,755,582
New Zealand (0.5%):
Health Care (0.5%):
Fisher & Paykel Healthcare Corp. Ltd.		141,217		1,758,539
Norway (1.2%):
Energy (0.8%):
Aker BP ASA (a)		76,464		2,649,351
Financials (0.4%):
SpareBank 1 SMN		124,050		1,465,522
				4,114,873
Singapore (0.7%):
Financials (0.7%):
Singapore Exchange Ltd.		352,000		2,398,669
South Africa (0.3%):
Consumer Discretionary (0.3%):
Mr Price Group Ltd.		105,269		1,154,875
Spain (0.7%):
Financials (0.7%):
Banco Bilbao Vizcaya Argentaria SA		550,302		2,499,435
Sweden (1.1%):
Industrials (1.1%):
Atlas Copco AB, Class B (c)		243,976		2,045,367
Nibe Industrier AB, Class B		231,027		1,742,483
				3,787,850
Switzerland (2.3%):
Financials (0.4%):
Partners Group Holding AG		1,414		1,277,180
Health Care (1.5%):
Roche Holding AG		15,766		5,271,399

See notes to financial statements.

13

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Industrials (0.4%):
Adecco Group AG		45,613	$	1,554,956
				8,103,535
Taiwan (2.3%):
Financials (1.3%):
Cathay Financial Holding Co. Ltd.		2,707,000		4,635,624
Information Technology (1.0%):
Lite-On Technology Corp.		1,729,000		3,364,990
				8,000,614
United Kingdom (4.5%):
Consumer Discretionary (0.4%):
Next PLC		21,771		1,555,063
Consumer Staples (0.7%):
Imperial Brands PLC		107,853		2,414,173
Financials (1.5%):
Barclays PLC		950,993		1,778,014
HSBC Holdings PLC		397,264		2,594,694
Intermediate Capital Group PLC		53,729		858,850
				5,231,558
Industrials (0.4%):
Ashtead Group PLC		32,681		1,374,608
Materials (1.5%):
Croda International PLC		23,605		1,865,469
Rio Tinto PLC		54,877		3,280,354
				5,145,823
				15,721,225
United States (54.9%):
Communication Services (3.7%):
Alphabet, Inc., Class C (c)		3,788		8,286,061
Meta Platforms, Inc., Class A (c)		29,213		4,710,596
				12,996,657
Consumer Discretionary (7.2%):
Amazon.com, Inc. (c)		51,120		5,429,455
McDonald's Corp.		32,340		7,984,099
PulteGroup, Inc.		84,105		3,333,081
Ross Stores, Inc.		41,017		2,880,624
Target Corp.		15,437		2,180,168
Tesla, Inc. (c)		5,125		3,451,277
				25,258,704
Consumer Staples (5.2%):
Colgate-Palmolive Co.		80,311		6,436,124
PepsiCo, Inc.		43,331		7,221,544
The Estee Lauder Cos., Inc.		17,173		4,373,448
				18,031,116

See notes to financial statements.

14

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Energy (2.1%):
APA Corp.		47,717	$	1,665,323
Cactus, Inc., Class A		26,385		1,062,524
ConocoPhillips		50,216		4,509,899
				7,237,746
Financials (7.6%):
Bank of America Corp.		150,552		4,686,684
JPMorgan Chase & Co.		39,685		4,468,928
LPL Financial Holdings, Inc.		20,427		3,768,373
S&P Global, Inc.		13,505		4,551,995
Synchrony Financial		79,268		2,189,382
The PNC Financial Services Group, Inc.		14,253		2,248,696
Unum Group		133,185		4,530,954
				26,445,012
Health Care (8.3%):
Amedisys, Inc. (c)		11,910		1,251,979
Amgen, Inc.		21,074		5,127,304
CVS Health Corp.		52,580		4,872,063
Eli Lilly & Co.		19,189		6,221,650
IDEXX Laboratories, Inc. (c)		8,403		2,947,184
Johnson & Johnson		48,070		8,532,906
				28,953,086
Industrials (1.8%):
Delta Air Lines, Inc. (c)		72,701		2,106,148
Honeywell International, Inc.		24,865		4,321,786
				6,427,934
Information Technology (16.2%):
Apple, Inc.		125,554		17,165,743
Cisco Systems, Inc.		98,913		4,217,650
Fortinet, Inc. (c)	��	74,445		4,212,098
Mastercard, Inc., Class A		16,965		5,352,118
Microsoft Corp.		63,924		16,417,601
NVIDIA Corp.		32,168		4,876,347
Texas Instruments, Inc.		27,918		4,289,601
				56,531,158
Materials (0.4%):
Alcoa Corp.		34,884		1,590,013
Real Estate (1.3%):
Prologis, Inc.		39,765		4,678,352
Utilities (1.1%):
MGE Energy, Inc.		48,980		3,812,113
				191,961,891
Total Common Stocks (Cost $329,147,261)				333,790,524

See notes to financial statements.

15

Victory Portfolios
Victory RS Global Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Exchange-Traded Funds (1.5%)
United States (1.5%):
iShares MSCI ACWI ETF		61,117	$	5,127,105
Total Exchange-Traded Funds (Cost $5,632,430)				5,127,105
Collateral for Securities Loaned (0.9%)^
United States (0.9%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (d)		101,572		101,572
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (d)		50,690		50,690
HSBC U.S. Government Money Market Fund I Shares, 1.46% (d)		632,202		632,202
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (d)		404,183		404,183
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (d)		269,545		269,545
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (d)		1,817,288		1,817,288
Total Collateral for Securities Loaned (Cost $3,275,480)				3,275,480
Total Investments (Cost $338,055,171) — 98.0%				342,193,109
Other assets in excess of liabilities — 2.0%				7,152,962
NET ASSETS — 100.00%			$	349,346,071

^  Purchased with cash collateral from securities on loan.

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

(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $1,937,408 and amounted to 0.6% of net assets.

(c)  Non-income producing security.

(d)  Rate disclosed is the daily yield on June 30, 2022.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

16

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Common Stocks (98.9%)
Brazil (6.5%):
Consumer Discretionary (0.5%):
Vibra Energia SA		633,285	$	2,022,242
Consumer Staples (1.4%):
Sao Martinho SA		262,500		1,822,436
Sendas Distribuidora SA		922,101		2,514,549
SLC Agricola SA		211,960		1,787,497
				6,124,482
Energy (1.2%):
Petroleo Brasileiro SA, ADR		449,679		5,252,251
Financials (1.0%):
Itau Unibanco Holding SA, ADR		989,405		4,234,653
Health Care (0.7%):
Hypera SA		402,400		2,925,203
Industrials (0.9%):
Randon SA Implementos e Participacoes, Preference Shares		1,099,400		1,970,680
SIMPAR SA		1,034,564		1,834,691
				3,805,371
Materials (0.8%):
Dexco SA		771,017		1,454,249
Gerdau SA, Preference Shares		484,800		2,070,607
				3,524,856
				27,889,058
Canada (0.5%):
Energy (0.5%):
Parex Resources, Inc.		120,413		2,039,630
Chile (0.0%): (a)
Financials (0.0%):
Banco de Credito e Inversiones SA		1		29
China (32.9%):
Communication Services (5.6%):
37 Interactive Entertainment Network Technology Group Co. Ltd., Class A		529,700		1,686,664
Baidu, Inc., Class A (b)		228,846		4,335,185
NetEase, Inc.		169,955		3,201,950
Tencent Holdings Ltd.		334,815		15,155,836
				24,379,635
Consumer Discretionary (10.8%):
Alibaba Group Holding Ltd. (b)		1,077,572		15,372,380
BYD Co. Ltd., Class H		124,500		5,018,661
China Meidong Auto Holdings Ltd.		618,000		1,963,865
Fuyao Glass Industry Group Co. Ltd., Class H (c)		667,600		3,377,428
JD.com, Inc., Class A		277,476		8,941,348

See notes to financial statements.

17

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Jiumaojiu International Holdings Ltd. (c)		1,136,000	$	3,025,902
Meituan, Class B (b) (c)		270,500		6,750,307
Yadea Group Holdings Ltd. (c)		1,092,000		2,141,700
				46,591,591
Consumer Staples (2.3%):
Chacha Food Co. Ltd., Class A		385,878		3,285,966
Chenguang Biotech Group Co. Ltd., Class A		1,170,500		2,728,407
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		656,200		3,823,109
				9,837,482
Energy (1.4%):
PetroChina Co. Ltd., Class H		12,880,000		6,040,954
Financials (4.2%):
Industrial & Commercial Bank of China Ltd., Class H		7,174,000		4,280,469
PICC Property & Casualty Co. Ltd., Class H		5,444,000		5,677,178
Postal Savings Bank of China Co. Ltd., Class H (c) (d)		10,070,000		8,025,180
				17,982,827
Health Care (1.7%):
Hygeia Healthcare Holdings Co. Ltd. (b) (c)		374,400		2,496,734
Pharmaron Beijing Co. Ltd., Class H (c)		211,150		2,120,932
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		55,900		2,621,445
				7,239,111
Industrials (2.0%):
China Railway Group Ltd., Class H		8,525,000		5,277,439
Xinte Energy Co. Ltd., Class H		1,140,400		3,421,762
				8,699,201
Information Technology (1.8%):
Glodon Co. Ltd., Class A		323,000		2,630,154
Luxshare Precision Industry Co. Ltd., Class A		590,000		2,984,139
WUS Printed Circuit Kunshan Co. Ltd., Class A		1,025,050		2,266,407
				7,880,700
Materials (2.2%):
China Hongqiao Group Ltd.		3,118,500		3,513,218
Shandong Nanshan Aluminum Co. Ltd., Class A		3,734,700		2,061,976
Wanhua Chemical Group Co. Ltd., Class A		287,000		4,167,790
				9,742,984
Utilities (0.9%):
China Longyuan Power Group Corp. Ltd., Class H		1,972,000		3,821,769
				142,216,254
Greece (1.2%):
Financials (0.5%):
National Bank of Greece SA (b)		746,353		2,232,453
Industrials (0.7%):
Mytilineos SA		188,852		2,795,004
				5,027,457

See notes to financial statements.

18

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Hong Kong (2.9%):
Consumer Discretionary (0.8%):
Bosideng International Holdings Ltd.		5,542,000	$	3,443,161
Financials (0.5%):
BOC Hong Kong Holdings Ltd.		547,500		2,174,166
Industrials (0.5%):
Pacific Basin Shipping Ltd.		6,091,000		2,341,780
Real Estate (1.1%):
China Resources Land Ltd.		960,000		4,501,832
				12,460,939
India (11.8%):
Communication Services (0.3%):
Sun TV Network Ltd.		233,029		1,220,877
Consumer Discretionary (2.8%):
Balkrishna Industries Ltd.		145,343		3,974,266
Mahindra & Mahindra Ltd.		460,589		6,406,260
Raymond Ltd.		165,862		1,848,364
				12,228,890
Consumer Staples (0.4%):
Dabur India Ltd.		285,525		1,796,339
Financials (2.9%):
Cholamandalam Investment & Finance Co. Ltd.		491,534		3,872,224
ICICI Bank Ltd., ADR		450,772		7,996,695
UTI Asset Management Co. Ltd.		69,834		573,541
				12,442,460
Health Care (0.8%):
Apollo Hospitals Enterprise Ltd.		71,977		3,367,796
Industrials (1.0%):
Larsen & Toubro Ltd.		227,000		4,500,311
Information Technology (2.4%):
Infosys Ltd., ADR		361,460		6,690,625
WNS Holdings Ltd., ADR (b)		49,268		3,677,363
				10,367,988
Materials (0.7%):
Tata Steel Ltd.		263,091		2,901,006
Utilities (0.5%):
GAIL India Ltd.		1,116,044		1,915,622
				50,741,289
Indonesia (0.7%):
Financials (0.7%):
PT Bank Mandiri Persero Tbk		5,388,600		2,878,081

See notes to financial statements.

19

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Korea, Republic Of (12.3%):
Communication Services (1.5%):
JYP Entertainment Corp.		80,472	$	2,995,365
LG Uplus Corp.		365,314		3,595,929
				6,591,294
Consumer Discretionary (0.7%):
Shinsegae, Inc.		16,838		2,835,191
Financials (2.4%):
Hana Financial Group, Inc.		135,143		4,108,450
Samsung Securities Co. Ltd.		90,080		2,329,079
Woori Financial Group, Inc.		416,800		3,902,459
				10,339,988
Health Care (1.0%):
InBody Co. Ltd.		65,841		1,213,614
Samsung Biologics Co. Ltd. (b) (c)		4,701		2,874,701
				4,088,315
Industrials (0.4%):
CJ Corp.		30,101		1,807,815
Information Technology (6.2%):
Innox Advanced Materials Co. Ltd.		79,449		2,039,230
Samsung Electro-Mechanics Co. Ltd.		22,450		2,271,874
Samsung Electronics Co. Ltd.		399,638		17,479,834
SK Hynix, Inc.		70,271		4,963,271
				26,754,209
Materials (0.1%):
PI Advanced Materials Co. Ltd.		23,780		585,505
				53,002,317
Malaysia (2.2%):
Consumer Discretionary (0.4%):
MR DIY Group M Bhd (c)		3,576,600		1,681,017
Consumer Staples (0.4%):
Kuala Lumpur Kepong Bhd		394,700		1,964,570
Financials (0.9%):
Public Bank Bhd		4,023,400		3,992,432
Materials (0.5%):
Petronas Chemicals Group Bhd		1,013,700		2,070,682
				9,708,701
Mexico (1.6%):
Consumer Discretionary (0.4%):
Alsea SAB de CV (b)		996,448		1,887,385
Financials (1.0%):
Grupo Financiero Banorte SAB de CV, Class O		804,428		4,488,206

See notes to financial statements.

20

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Real Estate (0.2%):
Corp Inmobiliaria Vesta SAB de CV		362,535	$	674,420
				7,050,011
Peru (0.9%):
Financials (0.9%):
Credicorp Ltd.		31,679		3,798,629
Philippines (0.6%):
Financials (0.6%):
BDO Unibank, Inc.		1,259,690		2,535,035
Qatar (0.7%):
Industrials (0.7%):
Industries Qatar QSC		670,668		2,942,722
Russian Federation (0.0%): (a)
Consumer Staples (0.0%):
Magnit PJSC (e) (f)		41,301		683
Energy (0.0%):
Gazprom PJSC (e) (f) (g) (h)		1,511,910		66,636
Rosneft Oil Co. PJSC, GDR (e) (f) (g) (h)		677,591		31,752
				98,388
Financials (0.0%):
Sberbank of Russia PJSC, ADR (b) (e) (f) (g) (h)		446,943		2,990
				102,061
Saudi Arabia (4.0%):
Consumer Discretionary (0.4%):
Leejam Sports Co. JSC		76,166		1,821,477
Financials (2.4%):
Alinma Bank		476,825		4,261,406
The Saudi National Bank		352,259		6,200,945
				10,462,351
Health Care (0.5%):
Mouwasat Medical Services Co.		38,542		2,189,017
Materials (0.7%):
Saudi Arabian Mining Co. (b)		213,768		2,853,228
				17,326,073
South Africa (4.2%):
Communication Services (0.7%):
MTN Group Ltd.		383,497		3,122,197
Consumer Discretionary (0.5%):
Woolworths Holdings Ltd.		724,653		2,423,243
Financials (1.7%):
Absa Group Ltd.		372,878		3,562,010
Capitec Bank Holdings Ltd.		30,572		3,748,653
				7,310,663

See notes to financial statements.

21

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Industrials (0.5%):
The Bidvest Group Ltd		161,826	$	2,091,064
Materials (0.8%):
Impala Platinum Holdings Ltd.		303,836		3,372,456
				18,319,623
Taiwan (11.1%):
Financials (1.1%):
CTBC Financial Holding Co. Ltd.		5,654,000		4,782,684
Information Technology (9.2%):
Gold Circuit Electronics Ltd.		1,269,000		3,258,042
Hon Hai Precision Industry Co. Ltd.		1,279,000		4,695,629
Taiwan Semiconductor Manufacturing Co. Ltd.		1,884,998		30,211,167
Unimicron Technology Corp.		340,000		1,819,723
				39,984,561
Materials (0.8%):
Formosa Plastics Corp.		910,000		3,322,978
				48,090,223
Thailand (3.5%):
Energy (0.8%):
PTT PCL		3,596,500		3,463,240
Financials (0.9%):
SCB X PCL (b)		1,338,100		3,936,802
Health Care (0.5%):
Mega Lifesciences PCL		1,594,900		2,281,390
Materials (0.8%):
Indorama Ventures PCL		2,535,800		3,379,818
Real Estate (0.5%):
AP Thailand PCL		7,070,700		2,002,842
				15,064,092
United Kingdom (1.3%):
Materials (1.3%):
Anglo American PLC		100,003		3,574,356
Mondi PLC		125,776		2,232,163
				5,806,519
Total Common Stocks (Cost $461,569,038)				426,998,743
Collateral for Securities Loaned (1.2%)^
United States (1.2%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (i)		162,832		162,832
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (i)		81,261		81,261
HSBC U.S. Government Money Market Fund I Shares, 1.46% (i)		1,013,490		1,013,490
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (i)		647,951		647,951

See notes to financial statements.

22

Victory Portfolios
Victory Sophus Emerging Markets Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (i)		432,110	$	432,110
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (i)		2,913,314		2,913,314
Total Collateral for Securities Loaned (Cost $5,250,958)				5,250,958
Total Investments (Cost $466,819,996) — 100.1%				432,249,701
Liabilities in excess of other assets — (0.1)%				(518,403	)
NET ASSETS — 100.00%			$	431,731,298

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $32,493,901 and amounted to 7.5% of net assets.

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

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2022, illiquid securities were less than 0.05% of net assets.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of June 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

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

(h)  The following table details the acquisition date and cost of the Fund's restricted securities at June 30, 2022:

Security Name	Acquisition Date	Cost
Gazprom PJSC	7/28/2021	$	5,922,464
Rosneft Oil Co. PJSC, GDR	3/6/2020		4,383,338
Sberbank of Russia PJSC, ADR	11/11/2020		6,053,328

(i)  Rate disclosed is the daily yield on June 30, 2022.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

23

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Assets:
Investments, at value (Cost $338,700,510, $338,055,171 and $466,819,996)	$	322,109,778	(a)	$	342,193,109	(b)	$	432,249,701	(c)
Foreign currency, at value (Cost $388,013, $625,646 and $4,722,662)		392,169			627,032			4,724,091
Cash		5,854,363			9,884,180			—
Receivables:
Interest and dividends		295,748			272,971			2,003,774
Capital shares issued		29,318			839,205			243,725
Investments sold		1,195,661			—			6,827,624
Reclaims		1,191,866			185,735			4,212
From Adviser		80,144			145,390			243,605
Prepaid expenses		39,855			57,717			40,898
Total Assets		331,188,902			354,205,339			446,337,630
Liabilities:
Payables:
Collateral received on loaned securities		3,248,668			3,275,480			5,250,958
Payable to custodian		—			—			2,786,043
Investments purchased		1,436,670			1,235,018			5,587,622
Capital shares redeemed		92,297			54,013			188,834
Accrued foreign capital gains taxes		—			—			202,676
Accrued expenses and other payables:
Investment advisory fees		221,056			177,525			366,175
Administration fees		14,909			15,979			19,767
Custodian fees		9,305			7,336			45,572
Transfer agent fees		36,857			58,636			85,400
Compliance fees		192			208			244
12b-1 fees		2,700			9,027			6,665
Other accrued expenses		30,023			26,046			66,376
Total Liabilities		5,092,677			4,859,268			14,606,332
Net Assets:
Capital		342,329,967			350,918,053			476,222,130
Total accumulated earnings/(loss)		(16,233,742	)		(1,571,982	)		(44,490,832	)
Net Assets	$	326,096,225		$	349,346,071		$	431,731,298
Net Assets
Class A	$	19,497,070		$	60,227,598		$	40,797,290
Class C		967,240			4,437,243			971,438
Class R		1,527,659			4,852,314			9,469,026
Class R6		235,553,795			107,273,125			161,875,743
Class Y		68,550,461			172,555,791			218,617,801
Total	$	326,096,225		$	349,346,071		$	431,731,298

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited) (continued)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,672,484			3,773,288			2,216,972
Class C		117,635			289,528			72,039
Class R		141,076			242,171			551,804
Class R6		24,662,780			9,095,161			8,630,445
Class Y		5,962,634			10,886,846			11,787,814
Total		32,556,609			24,286,994			23,259,074
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	11.66		$	15.96		$	18.40
Class C (d)		8.22			15.33			13.48
Class R		10.83			20.04			17.16
Class R6		9.55			11.79			18.76
Class Y		11.50			15.85			18.55
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	$	12.37		$	16.93		$	19.52

(a)  Includes $1,063,478 of securities on loan.

(b)  Includes $2,085,475 of securities on loan.

(c)  Includes $4,990,435 of securities on loan.

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

See notes to financial statements.

25

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory RS International Fund			Victory RS Global Fund			Victory Sophus Emerging Markets Fund
Investment Income:
Dividends	$	9,116,423		$	4,686,381		$	7,550,782
Interest		1,929			4,040			2,723
Non-cash dividends		979,866			—			658,377
Securities lending (net of fees)		65,305			13,387			3,593
Foreign tax withholding		(1,142,679	)		(397,701	)		(866,157	)
Total Income		9,020,844			4,306,107			7,349,318
Expenses:
Investment advisory fees		1,521,293			1,082,574			2,363,874
Administration fees		102,740			97,497			127,727
Sub-Administration fees		8,428			8,428			8,428
12b-1 fees — Class A		27,813			81,094			59,492
12b-1 fees — Class C		5,357			24,296			6,789
12b-1 fees — Class R		4,281			13,185			27,088
Custodian fees		28,381			23,066			163,825
Transfer agent fees — Class A		23,472			52,164			43,861
Transfer agent fees — Class C		508			2,970			1,322
Transfer agent fees — Class R		1,768			3,242			9,052
Transfer agent fees — Class R6		461			922			3,650
Transfer agent fees — Class Y		62,517			100,423			145,373
Trustees' fees		11,906			10,543			14,393
Compliance fees		1,381			1,250			1,688
Legal and audit fees		14,961			17,108			29,303
State registration and filing fees		36,417			48,237			38,614
Interfund lending fees		392			—			713
Other expenses		30,893			25,603			56,908
Total Expenses		1,882,969			1,592,602			3,102,100
Expenses waived/reimbursed by Adviser		(239,905	)		(417,089	)		(728,153	)
Net Expenses		1,643,064			1,175,513			2,373,947
Net Investment Income (Loss)		7,377,780			3,130,594			4,975,371
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(3,983,734	)		(5,043,608	)		(12,847,721	)
Foreign tax (paid) refunds on realized gains		—			156			(82,972	)
Net change in unrealized appreciation/ depreciation on investment securities and foreign currency translations		(92,632,424	)		(87,618,444	)		(90,680,480	)
Net change in accrued foreign taxes on unrealized gains		—			—			431,289
Net realized/unrealized gains (losses) on investments		(96,616,158	)		(92,661,896	)		(103,179,884	)
Change in net assets resulting from operations	$	(89,238,378	)	$	(89,531,302	)	$	(98,204,513	)

See notes to financial statements.

26

Victory Portfolios Statements of Changes in Net Assets

	Victory RS International Fund						Victory RS Global Fund						Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	7,377,780		$	8,400,111		$	3,130,594		$	3,496,440		$	4,975,371		$	5,449,839
Net realized gains (losses) from investments		(3,983,734	)		18,558,540			(5,043,452	)		8,197,474			(12,930,693	)		41,475,953
Net change in unrealized appreciation/ depreciation on investments		(92,632,424	)		27,076,805			(87,618,444	)		43,710,135			(90,249,191	)		(72,829,809	)
Change in net assets resulting from operations		(89,238,378	)		54,035,456			(89,531,302	)		55,404,049			(98,204,513	)		(25,904,017	)
Distributions to Shareholders:
Class A		—			(1,039,350	)		—			(2,189,789	)		—			(2,138,975	)
Class C		—			(57,816	)		—			(108,980	)		—			(71,226	)
Class R		—			(80,118	)		—			(124,953	)		—			(470,900	)
Class R6		—			(15,469,430	)		—			(4,331,090	)		—			(7,458,475	)
Class Y		—			(4,887,821	)		—			(5,612,312	)		—			(11,195,767	)
From return of capital:
Class A		—			—			—			—			—			(26,869	)
Class C		—			—			—			—			—			(311	)
Class R		—			—			—			—			—			(5,030	)
Class R6		—			—			—			—			—			(115,990	)
Class Y		—			—			—			—			—			(170,813	)
Change in net assets resulting from distributions to shareholders		—			(21,534,535	)		—			(12,367,124	)		—			(21,654,356	)
Change in net assets resulting from capital transactions		(22,048,025	)		23,244,315			87,981,779			87,147,589			29,817,220			74,677,705
Change in net assets		(111,286,403	)		55,745,236			(1,549,523	)		130,184,514			(68,387,293	)		27,119,332
Net Assets:
Beginning of period		437,382,628			381,637,392			350,895,594			220,711,080			500,118,591			472,999,259
End of period	$	326,096,225		$	437,382,628		$	349,346,071		$	350,895,594		$	431,731,298		$	500,118,591

(continues on next page)

See notes to financial statements.

27

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund						Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	982,432		$	3,782,204		$	13,824,772		$	30,273,412		$	3,306,343		$	12,169,687
Distributions reinvested		—			1,026,274			—			2,189,490			—			2,131,142
Cost of shares redeemed		(1,781,435	)		(5,581,683	)		(8,929,958	)		(19,928,713	)		(7,022,675	)		(15,751,498	)
Total Class A	$	(799,003	)	$	(773,205	)	$	4,894,814		$	12,534,189		$	(3,716,332	)	$	(1,450,669	)
Class C
Proceeds from shares issued	$	114,650		$	—		$	1,771,418		$	681,553		$	900		$	72,763
Distributions reinvested		—			57,816			—			108,980			—			71,469
Cost of shares redeemed		(35,158	)		(237,775	)		(350,055	)		(669,835	)		(442,589	)		(1,633,676	)
Total Class C	$	79,492		$	(179,959	)	$	1,421,363		$	120,698		$	(441,689	)	$	(1,489,444	)
Class R
Proceeds from shares issued	$	82,588		$	209,980		$	814,428		$	420,305		$	598,560		$	1,691,004
Distributions reinvested		—			80,117			—			124,953			—			475,168
Cost of shares redeemed		(104,782	)		(518,332	)		(121,198	)		(385,111	)		(734,854	)		(2,910,119	)
Total Class R	$	(22,194	)	$	(228,235	)	$	693,230		$	160,147		$	(136,294	)	$	(743,947	)
Class R6
Proceeds from shares issued	$	11,632,156		$	22,800,521		$	34,650,763		$	43,038,792		$	39,342,196		$	94,833,979
Distributions reinvested		—			15,408,131			—			4,327,185			—			7,283,778
Cost of shares redeemed		(10,923,972	)		(13,779,137	)		(1,436,038	)		(4,663,447	)		(14,795,977	)		(24,889,733	)
Total Class R6	$	708,184		$	24,429,515		$	33,214,725		$	42,702,530		$	24,546,219		$	77,228,024
Class Y
Proceeds from shares issued	$	10,830,195		$	32,525,272		$	80,445,948		$	53,808,588		$	53,772,049		$	83,395,279
Distributions reinvested		—			4,884,864			—			5,608,671			—			11,334,737
Cost of shares redeemed		(32,844,699	)		(37,413,937	)		(32,688,301	)		(27,787,234	)		(44,206,733	)		(93,596,275	)
Total Class Y	$	(22,014,504	)	$	(3,801	)	$	47,757,647		$	31,630,025		$	9,565,316		$	1,133,741
Change in net assets resulting from capital transactions	$	(22,048,025	)	$	23,244,315		$	87,981,779		$	87,147,589		$	29,817,220		$	74,677,705

(continues on next page)

See notes to financial statements.

28

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory RS International Fund						Victory RS Global Fund						Victory Sophus Emerging Markets Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		77,865			260,078			753,661			1,528,049			154,702			476,833
Reinvested		—			69,890			—			108,460			—			94,077
Redeemed		(136,759	)		(378,820	)		(486,737	)		(1,087,051	)		(326,000	)		(619,797	)
Total Class A		(58,894	)		(48,852	)		266,924			549,458			(171,298	)		(48,887	)
Class C
Issued		11,701			—			96,609			36,053			58			3,730
Reinvested		—			5,554			—			5,629			—			4,307
Redeemed		(3,854	)		(23,450	)		(20,979	)		(36,997	)		(28,912	)		(84,587	)
Total Class C		7,847			(17,896	)		75,630			4,685			(28,854	)		(76,550	)
Class R
Issued		6,683			15,426			34,105			17,638			30,590			72,211
Reinvested		—			5,866			—			4,939			—			22,482
Redeemed		(8,329	)		(37,328	)		(5,186	)		(15,790	)		(37,666	)		(120,823	)
Total Class R		(1,646	)		(16,036	)		28,919			6,787			(7,076	)		(26,130	)
Class R6
Issued		1,109,823			1,830,467			2,601,629			3,002,088			1,776,313			3,586,805
Reinvested		—			1,278,135			—			289,548			—			315,585
Redeemed		(978,660	)		(1,169,870	)		(106,645	)		(325,083	)		(694,389	)		(961,564	)
Total Class R6		131,163			1,938,732			2,494,984			2,966,553			1,081,924			2,940,826
Class Y
Issued		803,167			2,230,794			4,330,642			2,820,014			2,617,614			3,187,741
Reinvested		—			337,332			—			279,776			—			496,566
Redeemed		(2,579,692	)		(2,563,951	)		(1,800,468	)		(1,454,945	)		(2,139,461	)		(3,656,296	)
Total Class Y		(1,776,525	)		4,175			2,530,174			1,644,845			478,153			28,011
Change in Shares		(1,698,055	)		1,860,123			5,396,631			5,172,328			1,352,849			2,817,270

See notes to financial statements.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments
Victory RS International Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	14.76		0.24		(3.34	)		(3.10	)		—			—
Year Ended December 31:
2021	$	13.49		0.27		1.62			1.89			(0.25	)		(0.37	)
2020	$	12.93		0.21		0.51			0.72			(0.13	)		(0.03	)
2019	$	10.63		0.26		2.05			2.31			—	(f)		(0.01	)
2018	$	12.12		0.23		(1.52	)		(1.29	)		(0.20	)		—
2017	$	9.84		0.19		2.29			2.48			(0.20	)		—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	10.45		0.14		(2.37	)		(2.23	)		—			—
Year Ended December 31:
2021	$	9.72		0.11		1.17			1.28			(0.18	)		(0.37	)
2020	$	9.36		0.10		0.34			0.44			(0.05	)		(0.03	)
2019	$	7.76		0.12		1.49			1.61			—			(0.01	)
2018	$	8.89		0.11		(1.11	)		(1.00	)		(0.13	)		—
2017	$	7.26		0.08		1.68			1.76			(0.13	)		—
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	13.73		0.20		(3.10	)		(2.90	)		—			—
Year Ended December 31:
2021	$	12.58		0.22		1.51			1.73			(0.21	)		(0.37	)
2020	$	12.07		0.18		0.45			0.63			(0.09	)		(0.03	)
2019	$	9.95		0.21		1.92			2.13			—			(0.01	)
2018	$	11.35		0.19		(1.42	)		(1.23	)		(0.17	)		—
2017	$	9.23		0.15		2.14			2.29			(0.17	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS International Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	11.66		(21.00	)%		1.13	%		3.63	%		1.42	%	$	19,497		18	%
Year Ended December 31:
2021		(0.62	)	$	14.76		14.05	%		1.13	%		1.80	%		1.40	%	$	25,555		43	%
2020		(0.16	)	$	13.49		5.55	%		1.13	%		1.79	%		1.47	%	$	24,010		52	%
2019		(0.01	)	$	12.93		21.72	%		1.13	%		2.18	%		1.55	%	$	22,620		20	%
2018		(0.20	)	$	10.63		(10.65	)%		1.13	%		1.97	%		1.61	%	$	15,716		52	%
2017		(0.20	)	$	12.12		25.26	%		1.20	%		1.66	%		1.81	%	$	18,512		60	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	8.22		(21.34	)%		1.88	%		2.97	%		3.07	%	$	967		18	%
Year Ended December 31:
2021		(0.55	)	$	10.45		13.24	%		1.88	%		1.03	%		3.07	%	$	1,147		43	%
2020		(0.08	)	$	9.72		4.76	%		1.88	%		1.14	%		3.07	%	$	1,241		52	%
2019		(0.01	)	$	9.36		20.70	%		1.88	%		1.39	%		3.14	%	$	1,480		20	%
2018		(0.13	)	$	7.76		(11.24	)%		1.88	%		1.23	%		3.52	%	$	702		52	%
2017		(0.13	)	$	8.89		24.25	%		1.95	%		0.92	%		3.26	%	$	1,066		60	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	10.83		(21.12	)%		1.38	%		3.36	%		2.29	%	$	1,528		18	%
Year Ended December 31:
2021		(0.58	)	$	13.73		13.85	%		1.38	%		1.58	%		2.16	%	$	1,959		43	%
2020		(0.12	)	$	12.58		5.21	%		1.38	%		1.60	%		2.24	%	$	1,998		52	%
2019		(0.01	)	$	12.07		21.37	%		1.38	%		1.87	%		2.32	%	$	2,652		20	%
2018		(0.17	)	$	9.95		(10.85	)%		1.38	%		1.73	%		2.31	%	$	1,786		52	%
2017		(0.17	)	$	11.35		24.85	%		1.48	%		1.39	%		2.48	%	$	2,522		60	%

(continues on next page)

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments
Victory RS International Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	12.07		0.21		(2.73	)		(2.52	)		—			—
Year Ended December 31:
2021	$	11.14		0.25		1.34			1.59			(0.29	)		(0.37	)
2020	$	10.70		0.20		0.43			0.63			(0.16	)		(0.03	)
May 2, 2019 (f) through December 31, 2019	$	10.00		0.06		0.67			0.73			(0.02	)		(0.01	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	14.54		0.25		(3.29	)		(3.04	)		—			—
Year Ended December 31:
2021	$	13.29		0.30		1.60			1.90			(0.28	)		(0.37	)
2020	$	12.74		0.25		0.49			0.74			(0.16	)		(0.03	)
2019	$	10.47		0.22		2.08			2.30			(0.02	)		(0.01	)
2018	$	11.93		0.23		(1.47	)		(1.24	)		(0.22	)		—
2017	$	9.69		0.22		2.26			2.48			(0.24	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

(f)  Commencement of operations.

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS International Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		—		$	9.55		(20.88	)%		0.83	%		3.94	%		0.91	%	$	235,554		18	%
Year Ended December 31:
2021		(0.66	)	$	12.07		14.32	%		0.83	%		2.06	%		0.91	%	$	296,211		43	%
2020		(0.19	)	$	11.14		5.90	%		0.83	%		2.03	%		0.93	%	$	251,586		52	%
May 2, 2019 (f) through December 31, 2019		(0.03	)	$	10.70		7.24	%		0.83	%		0.92	%		0.97	%	$	178,695		20	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	11.50		(20.91	)%		0.88	%		3.82	%		1.07	%	$	68,550		18	%
Year Ended December 31:
2021		(0.65	)	$	14.54		14.38	%		0.88	%		2.02	%		1.02	%	$	112,511		43	%
2020		(0.19	)	$	13.29		5.80	%		0.88	%		2.11	%		1.09	%	$	102,803		52	%
2019		(0.03	)	$	12.74		21.94	%		0.88	%		1.80	%		1.16	%	$	75,366		20	%
2018		(0.22	)	$	10.47		(10.38	)%		0.88	%		1.97	%		1.62	%	$	5,979		52	%
2017		(0.24	)	$	11.93		25.56	%		0.94	%		1.98	%		1.85	%	$	3,122		60	%

See notes to financial statements.

33

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital
Victory RS Global Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	20.47		0.14		(4.65	)		(4.51	)		—			—			—
Year Ended December 31:
2021	$	17.27		0.20		3.65			3.85			(0.18	)		(0.47	)		—
2020	$	14.86		0.18		2.35			2.53			(0.11	)		(0.01	)		—
2019	$	11.53		0.21		3.29			3.50			(0.16	)		(0.01	)		—
2018	$	12.75		0.20		(0.90	)		(0.70	)		(0.16	)		(0.36	)		—
2017	$	11.16		0.15		2.53			2.68			—			(1.00	)		(0.09	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	19.73		0.07		(4.47	)		(4.40	)		—			—			—
Year Ended December 31:
2021	$	16.68		0.06		3.52			3.58			(0.06	)		(0.47	)		—
2020	$	14.38		0.07		2.24			2.31			—	(f)		(0.01	)		—
2019	$	11.17		0.14		3.16			3.30			(0.08	)		(0.01	)		—
2018	$	12.38		0.10		(0.87	)		(0.77	)		(0.08	)		(0.36	)		—
2017	$	10.95		0.05		2.47			2.52			—			(1.00	)		(0.09	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	25.73		0.14		(5.83	)		(5.69	)		—			—			—
Year Ended December 31:
2021	$	21.57		0.21		4.55			4.76			(0.13	)		(0.47	)		—
2020	$	18.55		0.18		2.92			3.10			(0.07	)		(0.01	)		—
2019	$	14.37		0.25		4.07			4.32			(0.13	)		(0.01	)		—
2018	$	15.76		0.20		(1.10	)		(0.90	)		(0.13	)		(0.36	)		—
2017	$	13.62		0.05		3.18			3.23			—			(1.00	)		(0.09	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

34

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Global Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	15.96		(22.03	)%		0.85	%		1.51	%		1.16	%	$	60,228		14	%
Year Ended December 31:
2021		(0.65	)	$	20.47		22.39	%		0.85	%		1.05	%		1.34	%	$	71,792		38	%
2020		(0.12	)	$	17.27		17.00	%		0.85	%		1.22	%		1.40	%	$	51,066		71	%
2019		(0.17	)	$	14.86		30.36	%		0.85	%		1.51	%		1.53	%	$	26,471		46	%
2018		(0.52	)	$	11.53		(5.45	)%		0.94	%		1.51	%		1.75	%	$	5,695		58	%
2017		(1.09	)	$	12.75		24.48	%		1.17	%		1.24	%		1.90	%	$	3,456		187	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	15.33		(22.30	)%		1.60	%		0.80	%		2.05	%	$	4,437		14	%
Year Ended December 31:
2021		(0.53	)	$	19.73		21.52	%		1.60	%		0.35	%		2.33	%	$	4,221		38	%
2020		(0.01	)	$	16.68		16.06	%		1.60	%		0.48	%		2.53	%	$	3,491		71	%
2019		(0.09	)	$	14.38		29.52	%		1.60	%		1.07	%		2.59	%	$	3,101		46	%
2018		(0.44	)	$	11.17		(6.20	)%		1.70	%		0.79	%		2.59	%	$	2,358		58	%
2017		(1.09	)	$	12.38		23.47	%		1.91	%		0.41	%		3.00	%	$	2,167		187	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	20.04		(22.11	)%		1.10	%		1.26	%		1.55	%	$	4,852		14	%
Year Ended December 31:
2021		(0.60	)	$	25.73		22.12	%		1.10	%		0.85	%		1.70	%	$	5,488		38	%
2020		(0.08	)	$	21.57		16.70	%		1.10	%		0.98	%		1.93	%	$	4,454		71	%
2019		(0.14	)	$	18.55		30.10	%		1.10	%		1.53	%		2.34	%	$	2,365		46	%
2018		(0.49	)	$	14.37		(5.68	)%		1.20	%		1.25	%		2.34	%	$	1,920		58	%
2017		(1.09	)	$	15.76		24.09	%		1.61	%		0.38	%		2.76	%	$	2,281		187	%

(continues on next page)

See notes to financial statements.

35

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital
Victory RS Global Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	15.11		0.12		(3.44	)		(3.32	)		—			—			—
Year Ended December 31:
2021	$	12.87		0.20		2.73			2.93			(0.22	)		(0.47	)		—
2020	$	11.07		0.08		1.83			1.91			(0.10	)		(0.01	)		—
May 2, 2019 (f) through December 31, 2019	$	10.00		0.13		1.12			1.25			(0.17	)		(0.01	)		—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	20.31		0.16		(4.62	)		(4.46	)		—			—			—
Year Ended December 31:
2021	$	17.12		0.26		3.62			3.88			(0.22	)		(0.47	)		—
2020	$	14.72		0.20		2.34			2.54			(0.13	)		(0.01	)		—
2019	$	11.42		0.26		3.24			3.50			(0.19	)		(0.01	)		—
2018	$	12.63		0.23		(0.89	)		(0.66	)		(0.19	)		(0.36	)		—
2017	$	11.04		0.18		2.50			2.68			—			(1.00	)		(0.09	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

(f)  Commencement of operations.

See notes to financial statements.

36

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory RS Global Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		—		$	11.79		(21.97	)%		0.55	%		1.84	%		0.72	%	$	107,273		14	%
Year Ended December 31:
2021		(0.69	)	$	15.11		22.84	%		0.55	%		1.35	%		0.85	%	$	99,708		38	%
2020		(0.11	)	$	12.87		17.27	%		0.55	%		0.64	%		1.16	%	$	46,776		71	%
May 2, 2019 (f) through December 31, 2019		(0.18	)	$	11.07		12.47	%		0.55	%		1.85	%		28.85	%	$	124		46	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	15.85		(21.96	)%		0.60	%		1.80	%		0.83	%	$	172,556		14	%
Year Ended December 31:
2021		(0.69	)	$	20.31		22.78	%		0.60	%		1.34	%		0.96	%	$	169,687		38	%
2020		(0.14	)	$	17.12		17.27	%		0.60	%		1.38	%		1.10	%	$	114,925		71	%
2019		(0.20	)	$	14.72		30.69	%		0.60	%		1.95	%		1.17	%	$	52,541		46	%
2018		(0.55	)	$	11.42		(5.17	)%		0.70	%		1.80	%		1.20	%	$	25,544		58	%
2017		(1.09	)	$	12.63		24.75	%		0.88	%		1.44	%		1.32	%	$	24,657		187	%

See notes to financial statements.

37

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	22.69		0.18			(4.47	)		(4.29	)		—			—			—
Year Ended December 31:
2021	$	24.70		0.18			(1.26	)		(1.08	)		(0.26	)		(0.66	)		(0.01	)
2020	$	21.37		0.10			3.45			3.55			(0.22	)		—			—
2019	$	17.45		0.37			3.65			4.02			(0.10	)		—			—
2018	$	22.52		0.24			(4.54	)		(4.30	)		(0.13	)		(0.64	)		—
2017	$	15.98		0.16			6.55			6.71			(0.17	)		—			—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	16.69		0.06			(3.27	)		(3.21	)		—			—			—
Year Ended December 31:
2021	$	18.38		(0.03	)		(0.92	)		(0.95	)		(0.08	)		(0.66	)		—	(f)
2020	$	15.94		(0.07	)		2.58			2.51			(0.07	)		—			—
2019	$	13.06		0.14			2.74			2.88			—			—			—
2018	$	17.07		0.05			(3.42	)		(3.37	)		—	(f)		(0.64	)		—
2017	$	12.17		—	(f)		4.97			4.97			(0.07	)		—			—
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	21.19		0.15			(4.18	)		(4.03	)		—			—			—
Year Ended December 31:
2021	$	23.13		0.11			(1.18	)		(1.07	)		(0.20	)		(0.66	)		(0.01	)
2020	$	20.03		0.05			3.23			3.28			(0.18	)		—			—
2019	$	16.37		0.31			3.41			3.72			(0.06	)		—			—
2018	$	21.18		0.18			(4.26	)		(4.08	)		(0.09	)		(0.64	)		—
2017	$	15.03		0.09			6.17			6.26			(0.11	)		—			—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

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

(g)  Amount is less than 0.005%.

See notes to financial statements.

38

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sophus Emerging Markets Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		—		$	18.40		(18.91	)%		1.34	%		1.72	%		1.63	%	$	40,797		27	%
Year Ended December 31:
2021		(0.93	)	$	22.69		(4.35	)%		1.34	%		0.69	%		1.60	%	$	54,194		85	%
2020		(0.22	)	$	24.70		16.73	%		1.34	%		0.47	%		1.64	%	$	60,206		109	%
2019		(0.10	)	$	21.37		22.96	%		1.34	%		1.95	%		1.62	%	$	62,346		96	%
2018		(0.77	)	$	17.45		(19.08	)%		1.34	%		1.11	%		1.61	%	$	56,823		118	%
2017		(0.17	)	$	22.52		42.08	%		1.54	%		0.80	%		1.66	%	$	76,485		113	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		—		$	13.48		(19.17	)%		2.14	%		0.80	%		3.19	%	$	971		27	%
Year Ended December 31:
2021		(0.74	)	$	16.69		(5.16	)%		2.14	%		(0.17	)%		2.77	%	$	1,684		85	%
2020		(0.07	)	$	18.38		15.79	%		2.14	%		(0.45	)%		2.69	%	$	3,261		109	%
2019		—		$	15.94		22.05	%		2.14	%		0.99	%		2.48	%	$	5,787		96	%
2018		(0.64	)	$	13.06		(19.75	)%		2.14	%		0.31	%		2.40	%	$	10,141		118	%
2017		(0.07	)	$	17.07		40.96	%		2.34	%		—	%(g)		2.46	%	$	15,854		113	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		—		$	17.16		(19.02	)%		1.58	%		1.50	%		1.93	%	$	9,469		27	%
Year Ended December 31:
2021		(0.87	)	$	21.19		(4.57	)%		1.58	%		0.44	%		1.91	%	$	11,840		85	%
2020		(0.18	)	$	23.13		16.46	%		1.58	%		0.25	%		1.95	%	$	13,531		109	%
2019		(0.06	)	$	20.03		22.64	%		1.58	%		1.71	%		1.94	%	$	13,817		96	%
2018		(0.73	)	$	16.37		(19.24	)%		1.58	%		0.89	%		1.91	%	$	12,505		118	%
2017		(0.11	)	$	21.18		41.69	%		1.83	%		0.50	%		2.00	%	$	17,875		113	%

(continues on next page)

See notes to financial statements.

39

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments			Return of Capital
Victory Sophus Emerging Markets Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)	$	23.08		0.24		(4.56	)		(4.32	)		—			—			—
Year Ended December 31:
2021	$	25.10		0.31		(1.30	)		(0.99	)		(0.35	)		(0.66	)		(0.02	)
2020	$	21.68		0.20		3.52			3.72			(0.30	)		—			—
2019	$	17.68		0.52		3.65			4.17			(0.17	)		—			—
2018	$	22.81		0.34		(4.62	)		(4.28	)		(0.21	)		(0.64	)		—
2017	$	16.16		0.34		6.57			6.91			(0.26	)		—			—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	22.83		0.22		(4.50	)		(4.28	)		—			—			—
Year Ended December 31:
2021	$	24.85		0.27		(1.27	)		(1.00	)		(0.34	)		(0.66	)		(0.02	)
2020	$	21.48		0.16		3.50			3.66			(0.29	)		—			—
2019	$	17.54		0.45		3.65			4.10			(0.16	)		—			—
2018	$	22.64		0.35		(4.61	)		(4.26	)		(0.20	)		(0.64	)		—
2017	$	16.05		0.21		6.62			6.83			(0.24	)		—			—

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

40

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sophus Emerging Markets Fund
Class R6
Six Months Ended June 30, 2022 (Unaudited)		—		$	18.76		(18.72	)%		0.89	%		2.24	%		1.18	%	$	161,876		27	%
Year Ended December 31:
2021		(1.03	)	$	23.08		(3.93	)%		0.89	%		1.17	%		1.17	%	$	174,198		85	%
2020		(0.30	)	$	25.10		17.28	%		0.89	%		0.95	%		1.21	%	$	115,637		109	%
2019		(0.17	)	$	21.68		23.55	%		0.89	%		2.69	%		1.22	%	$	72,196		96	%
2018		(0.85	)	$	17.68		(18.73	)%		0.89	%		1.59	%		1.24	%	$	29,228		118	%
2017		(0.26	)	$	22.81		42.77	%		1.03	%		1.66	%		1.39	%	$	18,762		113	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		—		$	18.55		(18.75	)%		0.99	%		2.12	%		1.31	%	$	218,618		27	%
Year Ended December 31:
2021		(1.02	)	$	22.83		(4.01	)%		0.99	%		1.05	%		1.29	%	$	258,201		85	%
2020		(0.29	)	$	24.85		17.10	%		0.99	%		0.79	%		1.31	%	$	280,364		109	%
2019		(0.16	)	$	21.48		23.40	%		0.99	%		2.32	%		1.30	%	$	255,423		96	%
2018		(0.84	)	$	17.54		(18.77	)%		0.99	%		1.64	%		1.30	%	$	178,132		118	%
2017		(0.24	)	$	22.64		42.59	%		1.18	%		1.07	%		1.33	%	$	100,902		113	%

See notes to financial statements.

41

Victory Portfolios Notes to Financial Statements
June 30, 2022

  (Unaudited)

1. Organization:

Victory Portfolios (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 40 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

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

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

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("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.

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)

42

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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

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

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

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

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

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

A summary of the valuations as of June 30, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
RS International Fund
Common Stocks	$	—	$	317,250,930	$	—	$	317,250,930
Exchange-Traded Funds		1,610,180		—		—		1,610,180
Collateral for Securities Loaned		3,248,668		—		—		3,248,668
Total	$	4,858,848	$	317,250,930	$	—	$	322,109,778
RS Global Fund
Common Stocks	$	215,476,243	$	118,314,281	$	—	$	333,790,524
Exchange-Traded Funds		5,127,105		—		—		5,127,105
Collateral for Securities Loaned		3,275,480		—		—		3,275,480
Total	$	223,878,828	$	118,314,281	$	—	$	342,193,109
Sophus Emerging Markets Fund
Common Stocks	$	63,078,842	$	363,817,840	$	102,061	$	426,998,743
Collateral for Securities Loaned		5,250,958		—		—		5,250,958
Total	$	68,329,800	$	363,817,840	$	102,061	$	432,249,701

For the six months ended June 30, 2022, there were no significant changes into/out of Level 3. The transfers into Level 3 investments for the Sophus Emerging Markets Fund were immaterial, although

43

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

the change in unrealized appreciation/(depreciation) on these investments was $(22,331,209). These securities were impacted by the invasion of Ukraine and sanctions on market conditions in Russia. From the start of the conflict in Ukraine until June 30, 2022, Russian-held investments were valued at an approximately 99 percent discount from their last traded prices.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Foreign Exchange Currency Contracts:

Certain Funds may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by a Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Funds do not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Funds' foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. The Funds enter into foreign exchange currency contracts solely for spot or forward hedging purposes, and not for speculative purposes (i.e., the Funds do not enter into such contracts solely for the purpose of earning foreign currency gains). Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Funds record realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Funds could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. For the six months ended June 30, 2022, the Funds had no open forward foreign exchange currency contracts.

44

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

Investment Transactions and Related Income:

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

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

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
RS International Fund	$	1,063,478	$	—	$	3,248,668
RS Global Fund		2,085,475		—		3,275,480
RS Sophus Emerging Markets Fund		4,990,435		—		5,250,958

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

45

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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 transactions on the Statements of Operations.

Foreign Taxes:

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

Federal Income Taxes:

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

For the six months ended June 30, 2022, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2022, were as follows:

	Excluding U.S. Government Securities
	Purchases		Sales
RS International Fund	$	69,262,509	$	79,850,835
RS Global Fund		140,890,098		50,212,046
Sophus Emerging Markets Fund		160,129,648		125,642,733

46

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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, 2022, certain fund-of-funds owned total outstanding shares of the Funds as follows:

RS International Fund	Ownership %
USAA Target Retirement Income Fund		7.5
USAA Target Retirement 2030 Fund		16.9
USAA Target Retirement 2040 Fund		25.0
USAA Target Retirement 2050 Fund		18.2
USAA Target Retirement 2060 Fund		2.7
RS Global Fund	Ownership %
Victory Strategic Allocation Fund		1.7
Sophus Emerging Markets Fund	Ownership %
USAA Target Retirement Income Fund		7.5
USAA Target Retirement 2030 Fund		16.9
USAA Target Retirement 2040 Fund		25.0
USAA Target Retirement 2050 Fund		18.2
USAA Target Retirement 2060 Fund		2.7
Victory Strategic Allocation Fund		0.5

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 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.

RS International Fund	0.80	%
RS Global Fund	0.60	%
Sophus Emerging Markets Fund	1.00	%

Amounts incurred and paid to VCM for the six months ended June 30, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:

Net Assets
Up to $15 billion			$15 billion – $30 billion			Over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Administration fees.

47

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds 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 six months ended June 30, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the 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 up to the annual rate shown in the table below:

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

The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class C, and Class R. Amounts incurred for the six-months ended June 30, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of the Class A. For the six months ended June 30, 2022, the Distributor received approximately $1,883 from commissions earned in connection with 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 six months ended June 30, 2022, 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 the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired

48

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2023
	Class A			Class C			Class R			Class R6			Class Y
RS International Fund		1.13	%		1.88	%		1.38	%		0.83	%		0.88	%
RS Global Fund		0.85	%		1.60	%		1.10	%		0.55	%		0.60	%
Sophus Emerging Markets Fund		1.34	%		2.14	%		1.58	%		0.89	%		0.99	%

Under the terms of the expense limitation agreements, as amended May 1, 2022, 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.

As of June 30, 2022, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022.

	Expires 2022		Expires 2023		Expires 2024		Expires 2025		Total
RS International Fund	$	180,079	$	491,864	$	478,133	$	239,905	$	1,389,981
RS Global Fund		221,163		690,062		1,055,677		417,089		2,383,991
Sophus Emerging Markets Fund		620,198		1,137,721		1,536,446		728,153		4,022,518

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended June 30, 2022.

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

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

49

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month Secured Overnight Financing Rate (SOFR) plus 1.10 percent. Interest charged to each fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the six months ended June 30, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows 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, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

50

Victory Portfolios Notes to Financial Statements — continued
June 30, 2022

  (Unaudited)

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
RS International Fund	Borrower	$	—	$	7,352,500		2		0.98	%	$	7,521,000
Sophus Emerging Markets Fund	Borrower		—		2,855,429		7		1.31	%		3,347,000

*  Based on the number of days borrowings were outstanding for the six months ended June 30, 2022.

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year ending December 31, 2022.

At the tax year ended December 31, 2021, the Funds had no capital loss carryforward for federal income tax purposes.

51

Victory Portfolios Supplemental Information
June 30, 2022

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 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 are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund 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, 2022, through June 30, 2022.

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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
RS International Fund
Class A	$	1,000.00	$	790.00	$	1,019.19	$	5.02	$	5.66		1.13	%
Class C		1,000.00		786.60		1,015.47		8.33		9.39		1.88	%
Class R		1,000.00		788.80		1,017.95		6.12		6.90		1.38	%
Class R6		1,000.00		791.20		1,020.68		3.69		4.16		0.83	%
Class Y		1,000.00		790.90		1,020.43		3.91		4.41		0.88	%

52

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
RS Global Fund
Class A	$	1,000.00	$	779.70	$	1,020.58	$	3.75	$	4.26		0.85	%
Class C		1,000.00		777.00		1,016.86		7.05		8.00		1.60	%
Class R		1,000.00		778.90		1,019.34		4.85		5.51		1.10	%
Class R6		1,000.00		780.30		1,022.07		2.43		2.76		0.55	%
Class Y		1,000.00		780.40		1,021.82		2.65		3.01		0.60	%
Sophus Emerging Markets Fund
Class A		1,000.00		810.90		1,018.15		6.02		6.71		1.34	%
Class C		1,000.00		808.30		1,014.18		9.59		10.69		2.14	%
Class R		1,000.00		809.80		1,016.96		7.09		7.90		1.58	%
Class R6		1,000.00		812.80		1,020.38		4.00		4.46		0.89	%
Class Y		1,000.00		812.50		1,019.89		4.45		4.96		0.99	%

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

53

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (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 24, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

54

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

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

VPRSIF-SAR (6/22)

June 30, 2022

Semi Annual Report

Victory INCORE Investment Quality Bond Fund

Victory INCORE Low Duration Bond Fund

Victory High Yield Fund

Victory Tax-Exempt Fund

Victory High Income Municipal Bond Fund

Victory Floating Rate Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Investment Objective and Portfolio Holdings	3
Schedules of Portfolio Investments
Victory INCORE Investment Quality Bond Fund	9
Victory INCORE Low Duration Bond Fund	18
Victory High Yield Fund	27
Victory Tax-Exempt Fund	33
Victory High Income Municipal Bond Fund	37
Victory Floating Rate Fund	42
Financial Statements
Statements of Assets and Liabilities	52
Statements of Operations	54
Statements of Changes in Net Assets	56
Financial Highlights	62
Notes to Financial Statements	76
Supplemental Information	92
Proxy Voting and Portfolio Holdings Information	92
Expense Examples	92
Liquidity Risk Management Program	94
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at vcm.com or call 800-539-3863 (800-235-8396 for Member Class). Read it carefully before you invest or send money.

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

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

Call Victory at:

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

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Portfolios
Victory INCORE Investment Quality Bond Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

3

Victory Portfolios
Victory INCORE Low Duration Bond Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

4

Victory Portfolios
Victory High Yield Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

5

Victory Portfolios
Victory Tax-Exempt Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

6

Victory Portfolios
Victory High Income Municipal Bond Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide a high current income exempt from federal income tax with a secondary objective of capital appreciation.

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

7

Victory Portfolios
Victory Floating Rate Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide a high level of current income.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Petco Health and Wellness Co., Inc., Initial Term Loans, First Lien	1.7	%
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien	1.7	%
iHeartCommunications, Inc., Term Loans, First Lien	1.6	%
Air Canada, Term Loan, First Lien	1.5	%
Lucid Energy Group II Borrower LLC, Term Loan, First Lien	1.4	%
Delta Air Lines, Inc. and Skymiles IP Ltd., Initial Term Loan, First Lien	1.4	%
Intelsat Jackson Holdings SA, Term B loan, First Lien	1.4	%
Hertz Corp., Initial Term B Loans, First Lien	1.4	%
SWF Holdings Corp. I, Initial Term Loans, First Lien	1.4	%
PetSmart, Inc., Initial Term Loans, First Lien	1.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

8

Victory Portfolios
Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Asset-Backed Securities (5.0%)
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 12/15/23 @ 100 (a)	$	125,000	$	122,076
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 12/16/24 @ 100 (a)		105,000		97,758
Santander Drive Auto Receivables Trust, Series 2021-4, Class C, 1.26%, 2/16/27, Callable 6/15/24 @ 100 (a)		100,000		95,693
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 4/20/24 @ 100 (a) (b)		287,000		272,115
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 6/10/25 @ 100 (a) (b)		81,000		78,244
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 6/15/24 @ 100 (a) (b)		142,000		136,622
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 9/15/24 @ 100 (a) (b)		136,000		128,743
Westlake Automobile Receivables Trust, Series 2022-1A, Class C, 3.11%, 3/15/27, Callable 8/15/25 @ 100 (a) (b)		106,000		103,520
Total Asset-Backed Securities (Cost $1,081,897)				1,034,771
Collateralized Mortgage Obligations (7.2%)
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100 (a)		130,000		112,554
CFCRE Commercial Mortgage Trust, Series 2016-C3, Class A2, 3.60%, 1/10/48, Callable 11/10/25 @ 100		54,525		53,067
CFCRE Commercial Mortgage Trust, Series 2016-C4, Class A2, 3.28%, 5/10/58		44,000		42,470
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53, Callable 2/15/30 @ 100 (a)		117,000		102,336
Citigroup Commercial Mortgage Trust, Series 2016-P4, Class A4, 2.90%, 7/10/49, Callable 7/10/26 @ 100 (a)		85,000		80,717
Citigroup Commercial Mortgage Trust, Series 2015-GC33, Class A4, 3.78%, 9/10/58, Callable 9/10/25 @ 100		50,000		49,548
Citigroup Commercial Mortgage Trust, Series 2015-P1, Class A5, 3.72%, 9/15/48, Callable 7/15/25 @ 100 (a)		56,000		55,211
COMM Mortgage Trust, Series 2015-CR25, Class A4, 3.76%, 8/10/48, Callable 8/10/25 @ 100 (a)		65,000		63,988
CSAIL Commercial Mortgage Trust, Series 2015-C2, Class A4, 3.50%, 6/15/57, Callable 4/15/25 @ 100 (a)		73,000		71,496
CSAIL Commercial Mortgage Trust, Series 2015-C3, Class A4, 3.72%, 8/15/48, Callable 7/15/25 @ 100 (a)		120,000		118,013
CSAIL Commercial Mortgage Trust, Series 2015-C4, Class A4, 3.81%, 11/15/48 (a)		54,000		53,166
CSAIL Commercial Mortgage Trust, Series 2016-C7, Class A5, 3.50%, 11/15/49, Callable 10/15/26 @ 100		48,000		46,589
GS Mortgage Securities Trust, Series 2016-GS2, Class A4, 3.05%, 5/10/49, Callable 2/10/26 @ 100 (a)		57,000		54,621
GS Mortgage Securities Trust, Series 2015-GC30, Class A4, 3.38%, 5/10/50, Callable 5/10/25 @ 100 (a)		57,000		55,961
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2016-JP2, Class A4, 2.82%, 8/15/49, Callable 7/15/26 @ 100 (a)		131,000		123,920

See notes to financial statements.

9

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
JPMBB Commercial Mortgage Securities Trust, Series 2015-C28, Class A4, 3.23%, 10/15/48, Callable 3/15/25 @ 100 (a)	$	68,000	$	66,378
JPMBB Commercial Mortgage Securities Trust, Series 2015-C31, Class A3, 3.80%, 8/15/48, Callable 8/15/25 @ 100 (a)		52,461		51,768
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2016-C32, Class A4, 3.72%, 12/15/49, Callable 12/15/26 @ 100 (a)		55,000		53,669
Wells Fargo Commercial Mortgage Trust, Series 2016-NXS6, Class A4, 2.92%, 11/15/49, Callable 9/15/26 @ 100		51,000		48,513
Wells Fargo Commercial Mortgage Trust, Series 2015-C28, Class A4, 3.54%, 5/15/48, Callable 4/15/25 @ 100 (a)		67,000		65,654
Wells Fargo Commercial Mortgage Trust, Series 2015-P2, Class A4, 3.81%, 12/15/48, Callable 11/15/25 @ 100 (a)		57,000		56,279
Wells Fargo Commercial Mortgage Trust, Series 2015-C30, Class A4, 3.66%, 9/15/58, Callable 7/15/25 @ 100 (a)		62,000		61,017
Total Collateralized Mortgage Obligations (Cost $1,592,093)				1,486,935
Convertible Corporate Bonds (7.8%)
Consumer Discretionary (1.4%):
Booking Holdings, Inc., 0.75%, 5/1/25 (a) (c)		120,000		142,480
Expedia Group, Inc., 2/15/26 (a) (c) (d)		120,000		108,384
Ford Motor Co., 3/15/26 (d)		40,000		36,628
				287,492
Energy (0.6%):
Pioneer Natural Resources Co., 0.25%, 5/15/25 (a)		60,000		129,802
Financials (1.8%):
Ares Capital Corp., 4.63%, 3/1/24 (a)		135,000		140,894
Barclays Bank PLC 2/4/25 (a) (d)		45,000		61,194
2/18/25 (d)		30,000		31,404
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a) (b)		100,000		104,073
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		40,000		41,650
				379,215
Health Care (1.1%):
Anthem, Inc., 2.75%, 10/15/42 (a)		17,000		116,596
Illumina, Inc., 8/15/23 (a) (d)		110,000		105,137
				221,733
Industrials (0.7%):
Southwest Airlines Co., 1.25%, 5/1/25 (a)		115,000		135,972
Information Technology (1.9%):
Akamai Technologies, Inc., 0.13%, 5/1/25 (a)		50,000		54,829
Block, Inc., 0.25%, 11/1/27		20,000		14,727
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (a) (c)		125,000		128,250
Vishay Intertechnology, Inc., 2.25%, 6/15/25		40,000		37,899
Western Digital Corp., 1.50%, 2/1/24 (a)		170,000		161,666
				397,371

See notes to financial statements.

10

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June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Real Estate (0.3%):
Kite Realty Group LP, 0.75%, 4/1/27 (a) (b)	$	70,000	$	63,122
Total Convertible Corporate Bonds (Cost $1,624,231)				1,614,707
Convertible Preferred Stocks (3.9%)
Financials (1.5%):
Bank of America Corp., Series L, 7.25% (a) (e)		112		134,904
KKR & Co., Inc., Series C, 9/15/23, 6.00% (a)		990		57,885
Wells Fargo & Co., Series L, 7.50% (a) (e)		95		115,474
				308,263
Health Care (0.1%):
Danaher Corp., Series B, 4/15/23, 5.00% (c)		17		22,495
Industrials (0.4%):
Stanley Black & Decker, Inc., 11/15/22, 5.25% (a)		1,201		80,935
Utilities (1.9%):
American Electric Power Co., Inc., 8/15/23, 6.13%		655		35,553
CenterPoint Energy, Inc., 9/15/29, 4.57%		455		21,053
DTE Energy Co., 11/1/22, 6.25% (a)		1,765		90,756
NextEra Energy, Inc., 3/1/23, 5.28% (a)		2,875		142,744
NiSource, Inc., 3/1/24, 7.75%		85		9,666
The Southern Co., Series 2019, 8/1/22, 6.75% (a)		1,962		103,947
				403,719
Total Convertible Preferred Stocks (Cost $917,012)				815,412
Corporate Bonds (40.5%)
Communication Services (1.8%):
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)	$	46,000		45,917
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a)		126,000		124,390
CenturyLink, Inc., 6.75%, 12/1/23		50,000		49,635
Comcast Corp., 3.45%, 2/1/50, Callable 8/1/49 @ 100 (a)		70,000		55,747
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a) (b)		62,000		51,776
Verizon Communications, Inc., 3.38%, 2/15/25 (a)		38,000		37,759
				365,224
Consumer Discretionary (5.2%):
Aptiv PLC, 5.40%, 3/15/49, Callable 9/15/48 @ 100		34,000		31,137
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81		48,000		41,517
General Motors Co., 4.88%, 10/2/23 (a)		96,000		96,910
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100 (a)		93,000		92,022
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 (a)		142,000		140,654
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100		27,000		26,332
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a) (b)		78,000		66,513
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 (a)		73,000		67,045
NVR, Inc., 3.00%, 5/15/30, Callable 11/15/29 @ 100 (a)		118,000		101,284
O'Reilly Automotive, Inc., 4.70%, 6/15/32, Callable 3/15/32 @ 100		69,000		68,787
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (a) (c)		100,000		99,972

See notes to financial statements.

11

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Victory INCORE Investment Quality Bond Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Ross Stores, Inc., 3.38%, 9/15/24, Callable 6/15/24 @ 100 (a)	$	70,000	$	68,886
The Goodyear Tire Rubber Co., 5.25%, 4/30/31, Callable 1/30/31 @ 100 (a) (c)		66,000		53,666
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100 (a)		80,000		66,609
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100 (a)		73,000		61,786
				1,083,120
Consumer Staples (2.1%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 8/8/22 @ 100 (a) (b)		156,000		148,149
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100 (a)		75,000		61,761
Church & Dwight Co., Inc., 2.30%, 12/15/31, Callable 9/15/31 @ 100		50,000		42,185
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (a)		52,000		48,380
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100 (a)		92,000		85,749
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100		39,000		39,288
				425,512
Energy (3.6%):
Continental Resources, Inc. 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		113,000		113,404
2.27%, 11/15/26, Callable 11/15/23 @ 100 (a) (b)		93,000		82,505
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 (a)		65,000		67,206
HollyFrontier Corp., 2.63%, 10/1/23 (a)		116,000		112,738
Marathon Oil Corp., 6.60%, 10/1/37 (a)		105,000		111,241
Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100 (a)		109,000		89,004
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a)		120,000		119,293
Western Midstream Operating LP, 4.55%, 2/1/30, Callable 11/1/29 @ 100 (a)		66,000		57,132
				752,523
Financials (10.1%):
Aflac, Inc., 4.75%, 1/15/49, Callable 7/15/48 @ 100		10,000		9,629
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100 (a)		55,000		51,468
American Express Co., 4.99% (SOFR+226bps), 5/26/33, Callable 2/26/32 @ 100 (f)		103,000		102,956
Bank of America Corp. 4.20%, 8/26/24 (a)		51,000		51,113
3.25%, 10/21/27, Callable 10/21/26 @ 100 (a)		100,000		94,331
2.57% (SOFR+121bps), 10/20/32, Callable 10/20/31 @ 100 (a) (f)		120,000		99,017
Capital One Financial Corp. 4.93% (SOFR+206bps), 5/10/28, Callable 5/10/27 @ 100 (f)		60,000		59,471
2.36% (SOFR+134bps), 7/29/32, Callable 7/29/31 @ 100 (a) (f)		146,000		111,159
Cincinnati Financial Corp., 6.13%, 11/1/34 (a)		75,000		85,253
Citigroup, Inc. 3.88%, 3/26/25		35,000		34,575
4.60%, 3/9/26 (a)		36,000		36,076
4.45%, 9/29/27 (a)		63,000		61,939
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100 (a)		200,000		190,066
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100		49,000		48,930
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100 (a)		110,000		90,060
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (a)		170,000		162,301
2.55% (SOFR+118bps), 11/8/32, Callable 11/8/31 @ 100 (a) (f)		135,000		112,169
5.60%, 7/15/41		27,000		28,337

See notes to financial statements.

12

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Morgan Stanley, 3.13%, 7/27/26, MTN (a)	$	205,000	$	195,642
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100		42,000		31,697
Regions Financial Corp., 1.80%, 8/12/28, Callable 6/12/28 @ 100 (a)		89,000		75,687
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100 (a)		164,000		141,132
Wells Fargo & Co. 4.30%, 7/22/27, MTN (a)		180,000		177,856
4.90%, 11/17/45 (a)		55,000		50,894
				2,101,758
Health Care (4.4%):
AbbVie, Inc. 3.20%, 11/21/29, Callable 8/21/29 @ 100 (a)		66,000		60,682
4.45%, 5/14/46, Callable 11/14/45 @ 100 (a)		62,000		56,240
Anthem, Inc., 2.38%, 1/15/25, Callable 12/15/24 @ 100 (a)		65,000		62,662
Baxter International, Inc., 2.54%, 2/1/32, Callable 11/1/31 @ 100 (a) (b)		141,000		118,929
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 (a)		73,000		68,165
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100 (a)		73,000		66,659
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (a) (b)		114,000		97,401
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100 (a)		91,000		86,690
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100		63,000		42,684
Universal Health Services, Inc. 1.65%, 9/1/26, Callable 8/1/26 @ 100 (a) (b)		154,000		133,420
2.65%, 10/15/30, Callable 7/15/30 @ 100 (b)		44,000		35,065
Viatris, Inc. 2.30%, 6/22/27, Callable 4/22/27 @ 100		40,000		34,218
4.00%, 6/22/50, Callable 12/22/49 @ 100 (a)		75,000		49,973
				912,788
Industrials (3.9%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		37,000		29,320
Air Lease Corp. 0.70%, 2/15/24, Callable 1/15/24 @ 100, MTN (a)		120,000		113,342
0.80%, 8/18/24, Callable 7/18/24 @ 100 (a)		58,000		53,128
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100 (a)		49,000		38,264
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a)		130,000		129,372
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (a)		195,000		184,421
Norfolk Southern Corp. 2.30%, 5/15/31, Callable 2/15/31 @ 100		40,000		34,140
2.90%, 8/25/51, Callable 2/25/51 @ 100		50,000		35,856
Northrop Grumman Corp., 5.25%, 5/1/50, Callable 11/1/49 @ 100 (a)		45,000		47,526
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100 (a)		60,000		51,334
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b)		57,000		45,749
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 (a)		56,000		51,011
				813,463
Information Technology (3.3%):
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 (a)		53,000		54,778
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100 (a)		123,000		120,921
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a)		153,000		154,576
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (a)		167,000		166,427
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (b)		38,000		32,754

See notes to financial statements.

13

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100 (a)	$	70,000	$	69,935
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100 (a)		51,000		49,198
Western Digital Corp., 2.85%, 2/1/29, Callable 12/1/28 @ 100		53,000		43,196
				691,785
Materials (0.4%):
Newmont Corp., 2.60%, 7/15/32, Callable 4/15/32 @ 100		36,000		29,702
The Scotts Miracle-Gro Co., 4.50%, 10/15/29, Callable 10/15/24 @ 102.25 (a)		66,000		54,135
				83,837
Real Estate (4.2%):
Essential Properties LP, 2.95%, 7/15/31, Callable 4/15/31 @ 100		56,000		43,928
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (a)		285,000		285,077
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b)		48,000		41,782
Kite Realty Group Trust, 4.00%, 3/15/25, Callable 12/15/24 @ 100 (a) (c)		155,000		151,545
Physicians Realty LP 3.95%, 1/15/28, Callable 10/15/27 @ 100 (a)		60,000		57,149
2.63%, 11/1/31, Callable 8/1/31 @ 100		48,000		38,719
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100		49,000		43,783
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100 (a)		65,000		63,186
Spirit Realty LP, 3.20%, 1/15/27, Callable 11/15/26 @ 100		92,000		84,560
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100 (a)		80,000		65,653
				875,382
Utilities (1.5%):
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100 (a)		100,000		81,451
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37		40,000		45,094
Oklahoma Gas and Electric Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 (a)		105,000		104,632
Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100 (a)		65,000		55,886
Wisconsin Public Service Corp., 2.85%, 12/1/51, Callable 6/1/51 @ 100		47,000		34,124
				321,187
Total Corporate Bonds (Cost $9,465,124)				8,426,579
Residential Mortgage-Backed Securities (0.2%)
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 2.94% (LIBOR01M+132bps), 10/25/32, Callable 7/25/22 @ 100 (f)		50,787		50,932
Total Residential Mortgage-Backed Securities (Cost $49,868)				50,932
Yankee Dollars (9.4%)
Communication Services (0.4%):
Vodafone Group PLC, 5.25%, 5/30/48 (a)		89,000		84,626
Consumer Staples (4.2%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (b)		275,000		276,334
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b)		400,000		398,840
Suntory Holdings Ltd., 2.25%, 10/16/24, Callable 9/16/24 @ 100 (a) (b)		200,000		190,154
				865,328

See notes to financial statements.

14

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Energy (0.7%):
Ecopetrol SA, 5.88%, 9/18/23 (a)	$	133,000	$	132,947
Statoil ASA, 3.95%, 5/15/43		20,000		17,869
				150,816
Financials (1.4%):
HSBC Holdings PLC, 2.87% (SOFR+141bps), 11/22/32, Callable 11/22/31 @ 100 (a) (f)		200,000		163,824
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (b)		45,000		44,459
4.20%, 5/13/50, Callable 11/13/49 @ 100 (b)		25,000		20,436
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 (a)		85,000		67,173
				295,892
Industrials (1.1%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25, Callable 6/15/25 @ 100 (a)		150,000		153,328
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 (a)		60,000		46,892
Canadian Pacific Railway Co., 3.10%, 12/2/51, Callable 6/2/51 @ 100		33,000		24,313
				224,533
Materials (1.4%):
Anglo American Capital PLC, 2.88%, 3/17/31, Callable 12/17/30 @ 100 (a) (b)		200,000		166,426
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40 (a)		50,000		52,080
Vale Overseas Ltd., 6.25%, 8/10/26 (a) (c)		63,000		65,822
				284,328
Utilities (0.2%):
Iberdrola International BV, 6.75%, 9/15/33		35,000		39,613
Total Yankee Dollars (Cost $2,133,612)				1,945,136
U.S. Government Mortgage-Backed Agencies (25.0%)
Federal Home Loan Bank 1.10%, 4/29/26 (a)		255,000		234,789
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 (a)		3,056		3,062
Series 4395, Class PA, 2.50%, 4/15/37 – 7/1/50 (a)		160,540		149,642
5.50%, 6/1/38		18,848		20,143
7.00%, 9/1/38 (a)		4,726		5,235
Series 4320, Class AP, 3.50%, 7/15/39 – 10/15/40 (a)		63,486		63,794
4.50%, 1/1/41 – 7/1/44 (a)		250,512		258,194
Series 4444, Class CH, 3.00%, 1/15/41 (a)		10,667		10,650
2.00%, 3/1/51 (a)		244,944		213,139
				723,859
Federal National Mortgage Association 7.00%, 8/1/23 – 12/1/27		35		35
7.50%, 12/1/29 (a)		2,744		2,988
8.00%, 6/1/30		1,571		1,742
8.00%, 9/1/30 (a)		6,128		6,717
7.50%, 2/1/31		7,760		8,304

See notes to financial statements.

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Security Description	Shares or Principal Amount		Value
7.00%, 2/1/32 – 6/1/32 (a)	$	12,650	$	13,975
5.00%, 12/1/34 – 3/1/40		46,479		48,939
Series 2005-19, Class PB, 5.50%, 3/25/35 – 1/1/38 (a)		179,606		190,685
1.91% (LIBOR12M+166bps), 12/1/36 (a) (f)		24,335		24,491
6.00%, 2/1/37 (a)		41,765		45,593
4.50%, 12/1/38 – 5/25/40 (a)		172,099		175,094
Series 2013-33, Class UD, 2.50%, 4/25/39 – 7/1/51 (a)		736,335		669,404
3.50%, 8/1/39 – 12/25/50 (a)		289,388		285,711
3.00%, 6/1/40 – 5/1/48 (a)		444,007		421,637
4.00%, 11/1/43 – 10/1/48 (a)		329,412		331,987
3.50%, 7/1/46		26,975		26,320
4.00%, 6/1/49		8,486		8,458
2.00%, 3/1/51 (a)		273,843		238,285
2.00%, 7/25/52 (g)		500,000		433,728
2.50%, 7/25/52 (g)		700,000		629,176
3.00%, 7/25/52 (g)		400,000		372,360
3.50%, 7/25/52 (g)		300,000		288,472
				4,224,101
Government National Mortgage Association 6.00%, 12/15/33 (a)		7,619		8,289
Total U.S. Government Mortgage-Backed Agencies (Cost $5,457,184)				5,191,038
U.S. Treasury Obligations (4.3%)
U.S. Treasury Bonds, 1.25%, 5/15/50 (a)		665,000		423,003
U.S. Treasury Notes 0.75%, 4/30/26 (a)		230,000		210,827
1.63%, 5/15/31 (a)		288,000		257,310
Total U.S. Treasury Obligations (Cost $929,198)				891,140
Collateral for Securities Loaned (2.7%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (h)		17,696		17,696
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (h)		8,831		8,831
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (h)		110,143		110,143
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (h)		70,417		70,417
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (h)		46,960		46,960
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (h)		316,610		316,610
Total Collateral for Securities Loaned (Cost $570,657)				570,657
Total Investments (Cost $23,820,876) — 106.0%				22,027,307
Liabilities in excess of other assets — (6.0)%				(1,247,444	)
NET ASSETS — 100.00%			$	20,779,863

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security has been segregated as collateral for derivative instruments, delayed delivered and/or when-issued securities.

See notes to financial statements.

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(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $2,837,131 and amounted to 13.7% of net assets.

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

(d)  Zero-coupon bond.

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

(f)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2022.

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

(h)  Rate disclosed is the daily yield on June 30, 2022.

bps — Basis points

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Futures		2	9/30/22	$	421,585	$	420,031	$	(1,554	)
5-Year U.S. Treasury Note Futures		14	9/30/22		1,556,040		1,571,500		15,460
Euro FX Futures		2	9/19/22		269,025		263,450		(5,575	)
Mexican Peso Futures		10	9/19/22		249,050		244,800		(4,250	)
Ultra Long Term U.S. Treasury Bond Futures		6	9/21/22		950,459		926,063		(24,396	)
								$	(20,315	)

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Futures		11	9/21/22	$	1,317,126	$	1,303,844	$	13,282
Japanese Yen Futures		5	9/19/22		475,000		463,469		11,531
Micro E-Mini S&P 500 Index Futures		29	9/16/22		576,243		549,478		26,765
								$	51,578
Total unrealized appreciation								$	67,038
Total unrealized depreciation									(35,775	)
Total net unrealized appreciation (depreciation)								$	31,263

See notes to financial statements.

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Security Description	Principal Amount		Value
Asset-Backed Securities (6.9%)
AmeriCredit Automobile Receivables Trust, Series 2021-1, Class C, 0.89%, 10/19/26, Callable 6/18/24 @ 100	$	1,815,000	$	1,699,611
CarMax Auto Owner Trust, Series 2020-4, Class B, 0.85%, 6/15/26, Callable 8/15/24 @ 100		434,000		405,548
GM Financial Automobile Leasing Trust, Series 2021-1, Class C, 0.70%, 2/20/25, Callable 7/20/23 @ 100		1,168,000		1,122,664
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 12/16/24 @ 100 (a)		886,000		824,888
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28, Callable 3/25/25 @ 100 (b)		681,441		662,665
Santander Drive Auto Receivables Trust, Series 2021-1, Class C, 0.75%, 2/17/26, Callable 2/15/24 @ 100		1,144,000		1,116,291
Santander Drive Auto Receivables Trust, Series 2021-2, Class C, 0.90%, 6/15/26, Callable 3/15/24 @ 100		1,125,000		1,090,159
Santander Drive Auto Receivables Trust, Series 2021-3, Class C, 0.95%, 9/15/27, Callable 2/15/24 @ 100		915,000		879,765
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 4/20/24 @ 100 (a) (b)		2,200,000		2,085,899
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 6/10/25 @ 100 (a) (b)		731,000		706,131
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 6/15/24 @ 100 (a) (b)		1,230,000		1,183,416
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 9/15/24 @ 100 (a) (b)		1,223,000		1,157,743
Westlake Automobile Receivables Trust, Series 2022-1A, Class C, 3.11%, 3/15/27, Callable 8/15/25 @ 100 (a) (b)		1,000,000		976,606
Total Asset-Backed Securities (Cost $14,538,914)				13,911,386
Collateralized Mortgage Obligations (11.3%)
Banc of America Commercial Mortgage Trust, Series 2015-UBS7, Class A4, 3.71%, 9/15/48, Callable 9/15/25 @ 100		1,000,000		981,627
CFCRE Commercial Mortgage Trust, Series 2016-C3, Class A3, 3.87%, 1/10/48, Callable 12/10/25 @ 100		925,000		911,952
CFCRE Commercial Mortgage Trust, Series 2016-C4, Class A2, 3.28%, 5/10/58		489,000		471,992
CFCRE Commercial Mortgage Trust, Series 2016-C3, Class A2, 3.60%, 1/10/48, Callable 11/10/25 @ 100		509,227		495,610
Citigroup Commercial Mortgage Trust, Series 2015-GC33, Class A4, 3.78%, 9/10/58, Callable 9/10/25 @ 100		392,000		388,460
Citigroup Commercial Mortgage Trust, Series 2015-P1, Class A5, 3.72%, 9/15/48, Callable 7/15/25 @ 100 (a)		1,662,000		1,638,570
Citigroup Commercial Mortgage Trust, Series 2015-GC29, Class A4, 3.19%, 4/10/48, Callable 4/10/25 @ 100		465,000		452,127
COMM Mortgage Trust, Series 2015-CR25, Class A4, 3.76%, 8/10/48, Callable 8/10/25 @ 100 (a)		1,219,000		1,200,027
CSAIL Commercial Mortgage Trust, Series 2015-C2, Class A4, 3.50%, 6/15/57, Callable 4/15/25 @ 100 (a)		667,000		653,262
CSAIL Commercial Mortgage Trust, Series 2016-C6, Class A5, 3.09%, 1/15/49, Callable 3/15/26 @ 100		696,000		667,678

See notes to financial statements.

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  (Unaudited)

Security Description	Principal Amount		Value
CSAIL Commercial Mortgage Trust, Series 2015-C4, Class A4, 3.81%, 11/15/48 (a)	$	539,000	$	530,680
CSAIL Commercial Mortgage Trust, Series 2015-C3, Class A4, 3.72%, 8/15/48, Callable 7/15/25 @ 100 (a)		1,280,899		1,259,684
GS Mortgage Securities Trust, Series 2015-GC32, Class A4, 3.76%, 7/10/48, Callable 7/10/25 @ 100		848,000		834,826
GS Mortgage Securities Trust, Series 2016-GS2, Class A4, 3.05%, 5/10/49, Callable 2/10/26 @ 100 (a)		778,000		745,528
GS Mortgage Securities Trust, Series 2015-GC30, Class A4, 3.38%, 5/10/50, Callable 5/10/25 @ 100 (a)		504,000		494,815
JPMBB Commercial Mortgage Securities Trust, Series 2016-C1, Class A5, 3.58%, 3/15/49, Callable 1/15/26 @ 100		1,321,000		1,288,953
JPMBB Commercial Mortgage Securities Trust, Series 2015-C33, Class A4, 3.77%, 12/15/48, Callable 11/15/25 @ 100		1,938,000		1,907,082
JPMBB Commercial Mortgage Securities Trust, Series 2015-C31, Class A3, 3.80%, 8/15/48, Callable 8/15/25 @ 100 (a)		480,433		474,085
JPMBB Commercial Mortgage Securities Trust, Series 2015-C28, Class A4, 3.23%, 10/15/48, Callable 3/15/25 @ 100 (a)		1,191,000		1,162,600
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2016-C29, Class A4, 3.33%, 5/15/49, Callable 3/15/26 @ 100		2,018,000		1,951,555
Wells Fargo Commercial Mortgage Trust, Series 2015-C29, Class A4, 3.64%, 6/15/48, Callable 6/15/25 @ 100		1,092,000		1,074,809
Wells Fargo Commercial Mortgage Trust, Series 2015-C31, Class A4, 3.70%, 11/15/48, Callable 10/15/25 @ 100		1,593,000		1,565,274
Wells Fargo Commercial Mortgage Trust, Series 2015-C28, Class A4, 3.54%, 5/15/48, Callable 4/15/25 @ 100 (a)		732,000		717,291
Wells Fargo Commercial Mortgage Trust, Series 2015-P2, Class A4, 3.81%, 12/15/48, Callable 11/15/25 @ 100 (a)		532,000		525,272
Wells Fargo Commercial Mortgage Trust, Series 2015-C30, Class A4, 3.66%, 9/15/58, Callable 7/15/25 @ 100 (a)		573,000		563,914
Total Collateralized Mortgage Obligations (Cost $23,719,525)				22,957,673
Convertible Corporate Bonds (5.0%)
Consumer Discretionary (0.7%):
Booking Holdings, Inc., 0.75%, 5/1/25 (a) (c)		525,000		623,348
Expedia Group, Inc., 2/15/26 (a) (c) (d)		590,000		532,888
Ford Motor Co., 3/15/26 (d)		290,000		265,556
				1,421,792
Energy (0.6%):
Pioneer Natural Resources Co., 0.25%, 5/15/25 (a)		565,000		1,222,298
Financials (1.3%):
Ares Capital Corp., 4.63%, 3/1/24 (a)		730,000		761,872
Barclays Bank PLC 2/4/25 (a) (d)		270,000		367,165
2/18/25 (d)		230,000		240,764
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a) (b)		800,000		832,584
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		300,000		312,375
				2,514,760

See notes to financial statements.

19

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  (Unaudited)

Security Description	Shares or Principal Amount		Value
Health Care (0.6%):
Anthem, Inc., 2.75%, 10/15/42 (a)	$	110,000	$	754,444
Illumina, Inc., 8/15/23 (a) (c) (d)		530,000		506,568
				1,261,012
Industrials (0.4%):
Southwest Airlines Co., 1.25%, 5/1/25 (a)		710,000		839,483
Information Technology (1.2%):
Akamai Technologies, Inc., 0.13%, 5/1/25 (a) (c)		375,000		411,218
Block, Inc., 0.25%, 11/1/27		195,000		143,584
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (a) (c)		730,000		748,980
Vishay Intertechnology, Inc., 2.25%, 6/15/25		225,000		213,181
Western Digital Corp., 1.50%, 2/1/24 (a)		995,000		946,225
				2,463,188
Real Estate (0.2%):
Kite Realty Group LP, 0.75%, 4/1/27 (a) (b)		435,000		392,257
Total Convertible Corporate Bonds (Cost $9,772,984)				10,114,790
Convertible Preferred Stocks (2.3%)
Financials (0.9%):
Bank of America Corp., Series L, 7.25% (a) (e)		655		788,947
KKR & Co., Inc., Series C, 9/15/23, 6.00% (a)		6,495		379,763
Wells Fargo & Co., Series L, 7.50% (a) (e)		550		668,530
				1,837,240
Health Care (0.1%):
Danaher Corp., Series B, 4/15/23, 5.00%		146		193,189
Industrials (0.2%):
Stanley Black & Decker, Inc., 11/15/22, 5.25% (a)		6,815		459,263
Utilities (1.1%):
American Electric Power Co., Inc., 8/15/23, 6.13%		3,530		191,608
CenterPoint Energy, Inc., 9/15/29, 4.57%		3,880		179,528
DTE Energy Co., 11/1/22, 6.25% (a)		10,175		523,198
NextEra Energy, Inc., 3/1/23, 5.28% (a)		14,070		698,576
NiSource, Inc., 3/1/24, 7.75%		1,710		194,461
The Southern Co., Series 2019, 8/1/22, 6.75% (a)		8,901		471,575
				2,258,946
Total Convertible Preferred Stocks (Cost $5,298,410)				4,748,638
Corporate Bonds (36.0%)
Communication Services (1.3%):
CenturyLink, Inc., 6.75%, 12/1/23	$	424,000		420,909
Charter Communications Operating LLC/Charter Communications Operating Capital, 4.50%, 2/1/24, Callable 1/1/24 @ 100		496,000		499,066
Fox Corp., 4.03%, 1/25/24, Callable 12/25/23 @ 100		1,388,000		1,387,972
Verizon Communications, Inc., 3.38%, 2/15/25 (a)		354,000		351,759
				2,659,706

See notes to financial statements.

20

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  (Unaudited)

Security Description	Principal Amount		Value
Consumer Discretionary (2.7%):
D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100 (a)	$	3,027,000	$	3,051,821
General Motors Co., 4.88%, 10/2/23 (a)		1,297,000		1,309,296
Kohl's Corp., 4.25%, 7/17/25, Callable 4/17/25 @ 100		1,194,000		1,176,162
				5,537,279
Consumer Staples (1.4%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 8/8/22 @ 100 (a) (b)		1,372,000		1,302,947
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)		322,000		315,225
Tyson Foods, Inc., 3.95%, 8/15/24, Callable 5/15/24 @ 100		1,170,000		1,166,853
				2,785,025
Energy (2.5%):
Boardwalk Pipelines LP, 3.38%, 2/1/23, Callable 11/1/22 @ 100		400,000		398,868
Continental Resources, Inc. 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		801,000		803,860
2.27%, 11/15/26, Callable 11/15/23 @ 100 (a) (b)		797,000		707,058
HollyFrontier Corp., 2.63%, 10/1/23 (a)		971,000		943,695
Pioneer Natural Resources Co., 0.55%, 5/15/23		1,130,000		1,100,982
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a)		1,010,000		1,004,051
				4,958,514
Financials (12.3%):
Bank of America Corp. 4.20%, 8/26/24 (a)		1,660,000		1,663,685
1.53% (SOFR+65bps), 12/6/25, Callable 12/6/24 @ 100, MTN (f)		1,350,000		1,256,269
Capital One Financial Corp. 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a)		684,000		668,234
1.34% (SOFR+69bps), 12/6/24, Callable 12/6/23 @ 100 (f)		1,695,000		1,623,708
2.64% (SOFR+129bps), 3/3/26, Callable 3/3/25 @ 100 (f)		2,052,000		1,937,704
Citigroup, Inc., 3.11% (SOFR+284bps), 4/8/26, Callable 4/8/25 @ 100 (f)		2,772,000		2,665,444
Dana Financing Luxembourg Sarl, 5.75%, 4/15/25, Callable 8/8/22 @ 101.44 (a) (b)		772,000		742,208
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100		1,660,000		1,635,847
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)		799,000		795,788
General Motors Financial Co., Inc., 5.10%, 1/17/24, Callable 12/17/23 @ 100		1,549,000		1,564,444
Harley-Davidson Financial Services, Inc., 3.35%, 2/15/23, Callable 1/15/23 @ 100 (b)		1,488,000		1,484,756
JPMorgan Chase & Co. 2.30% (SOFR+116bps), 10/15/25, Callable 10/15/24 @ 100 (f)		3,000,000		2,859,390
2.60% (SOFR+92bps), 2/24/26, Callable 2/24/25 @ 100 (f)		933,000		888,253
Morgan Stanley, 0.53% (SOFR+46bps), 1/25/24, Callable 1/25/23 @ 100 (f)		2,575,000		2,526,204
Wells Fargo & Co. 0.81% (SOFR+51bps), 5/19/25, Callable 5/19/24 @ 100, MTN (f)		585,000		547,730
2.41% (SOFR+109bps), 10/30/25, Callable 10/30/24 @ 100, MTN (c) (f)		2,077,000		1,980,586
				24,840,250

See notes to financial statements.

21

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  (Unaudited)

Security Description	Principal Amount		Value
Health Care (4.1%):
Biogen, Inc., 3.63%, 9/15/22	$	1,025,000	$	1,028,106
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 (a)		621,000		579,865
HCA, Inc., 5.00%, 3/15/24		2,479,000		2,487,552
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (a)		560,000		559,306
Mylan, Inc., 3.13%, 1/15/23 (b)		2,479,000		2,464,498
Universal Health Services, Inc., 1.65%, 9/1/26, Callable 8/1/26 @ 100 (a) (b)		1,387,000		1,201,641
				8,320,968
Industrials (3.0%):
Air Lease Corp., 0.70%, 2/15/24, Callable 1/15/24 @ 100, MTN (a)		2,480,000		2,342,410
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a)		1,115,000		1,109,615
EnPro Industries, Inc., 5.75%, 10/15/26, Callable 8/8/22 @ 104.31 (a)		725,000		706,389
Southwest Airlines Co., 4.75%, 5/4/23		1,937,000		1,950,152
				6,108,566
Information Technology (3.1%):
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a)		2,175,000		2,172,803
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a)		1,173,000		1,185,082
KLA Corp., 4.65%, 11/1/24, Callable 8/1/24 @ 100		496,000		502,155
Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100		941,000		941,640
NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (b)		642,000		546,862
Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100		1,000,000		990,360
				6,338,902
Materials (1.4%):
Celanese US Holdings LLC, 4.63%, 11/15/22 (a)		855,000		858,300
Southern Copper Corp., 3.88%, 4/23/25		2,050,000		2,027,491
				2,885,791
Real Estate (3.1%):
American Tower Corp., 3.00%, 6/15/23 (a)		1,000,000		989,550
Brandywine Operating Partnership LP, 3.95%, 2/15/23, Callable 11/15/22 @ 100		750,000		747,600
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b)		638,000		555,353
Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100 (a)		1,629,000		1,619,959
Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100		250,000		249,848
Regency Centers, LP, 3.90%, 11/1/25, Callable 8/1/25 @ 100		1,194,000		1,176,460
Weingarten Realty Investors 3.38%, 10/15/22, Callable 8/8/22 @ 100 (a)		365,000		365,117
3.50%, 4/15/23, Callable 1/15/23 @ 100		497,000		495,703
				6,199,590
Utilities (1.1%):
Ameren Corp., 2.50%, 9/15/24, Callable 8/15/24 @ 100		588,000		570,342
Exelon Corp., 3.95%, 6/15/25, Callable 3/15/25 @ 100 (a)		591,000		589,381
NextEra Energy Capital Holdings, Inc., 0.65%, 3/1/23		1,129,000		1,109,604
				2,269,327
Total Corporate Bonds (Cost $76,103,018)				72,903,918

See notes to financial statements.

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Security Description	Principal Amount		Value
Residential Mortgage-Backed Securities (0.9%)
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 10/25/20, Callable 9/25/28 @ 100 (a)	$	15,386	$	14,558
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.84%, 10/25/29, Callable 8/25/23 @ 100 (a) (b) (g)		1,342,035		1,334,101
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 7/25/24 @ 100 (a) (b) (g)		645,477		573,625
Total Residential Mortgage-Backed Securities (Cost $2,008,032)				1,922,284
Yankee Dollars (9.2%)
Communication Services (0.3%):
SES SA, 3.60%, 4/4/23 (b)		503,000		500,374
Consumer Discretionary (1.0%):
Stellantis NV, 5.25%, 4/15/23 (c)		2,048,000		2,060,902
Consumer Staples (2.8%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (b)		2,346,000		2,357,378
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b)		2,391,000		2,384,066
Pernod Ricard SA, 4.25%, 7/15/22 (a) (b)		833,000		833,383
				5,574,827
Energy (1.6%):
Canadian Natural Resources Ltd. 2.95%, 1/15/23, Callable 12/15/22 @ 100		1,305,000		1,300,850
3.80%, 4/15/24, Callable 1/15/24 @ 100		1,180,000		1,172,094
Ecopetrol SA, 5.88%, 9/18/23 (a)		846,000		845,662
				3,318,606
Financials (1.1%):
HSBC Holdings PLC, 1.16% (SOFR+58bps), 11/22/24, Callable 11/22/23 @ 100 (f)		1,000,000		955,650
The Toronto-Dominion Bank, 2.35%, 3/8/24		1,359,000		1,331,100
				2,286,750
Industrials (0.7%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100		1,100,000		959,112
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (b)		606,000		515,379
				1,474,491
Materials (1.4%):
Anglo American Capital PLC, 3.63%, 9/11/24 (b)		2,880,000		2,826,979
Utilities (0.3%):
Enel Generacion Chile SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 (c)		655,000		642,752
Total Yankee Dollars (Cost $19,528,086)				18,685,681

See notes to financial statements.

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Security Description	Shares or Principal Amount		Value
U.S. Government Mortgage-Backed Agencies (3.6%)
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (a)	$	416,814	$	439,536
5.50%, 10/25/23 (a)		982		986
7.00%, 9/1/38 (a)		2,268		2,513
Series 4320, Class AP, 3.50%, 7/15/39 (a)		667,579		670,889
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (a)		1,738,297		1,709,319
Series 4444, Class CH, 3.00%, 1/15/41 (a)		195,565		195,247
Series 4049, Class AB, 2.75%, 12/15/41 (a)		15,509		15,500
				3,033,990
Federal National Mortgage Association 6.00%, 2/1/37 (a)		723,978		790,338
Series 2013-33, Class UD, 2.50%, 4/25/39 (a)		210,368		208,947
Series 2011-21, Class PA, 4.50%, 5/25/40 (a)		1,450,807		1,471,315
5.00%, 2/1/41 – 10/1/41 (a)		1,616,284		1,703,369
				4,173,969
Total U.S. Government Mortgage-Backed Agencies (Cost $7,420,031)				7,207,959
U.S. Treasury Obligations (20.1%)
U.S. Treasury Notes 2.25%, 3/31/24		23,000,000		22,710,703
0.75%, 11/15/24 (a)		11,579,000		10,976,530
2.75%, 5/15/25		7,000,000		6,946,407
Total U.S. Treasury Obligations (Cost $41,232,522)				40,633,640
Collateral for Securities Loaned (1.5%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (h)		94,068		94,068
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (h)		46,945		46,945
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (h)		585,495		585,495
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (h)		374,322		374,322
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (h)		249,631		249,631
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (h)		1,683,026		1,683,026
Total Collateral for Securities Loaned (Cost $3,033,487)				3,033,487
Total Investments (Cost $202,655,009) — 96.8%				196,119,456
Other assets in excess of liabilities — 3.2%				6,552,107
NET ASSETS — 100.00%			$	202,671,563

^  Purchased with cash collateral from securities on loan.

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

See notes to financial statements.

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(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $28,327,909 and amounted to 14.0% of net assets.

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

(d)  Zero-coupon bond.

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

(f)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2022.

(g)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at June 30, 2022.

(h)  Rate disclosed is the daily yield on June 30, 2022.

bps — Basis points

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
2-Year U.S. Treasury Note Futures		116	9/30/22	$	24,451,928	$	24,361,812	$	(90,116	)
Euro FX Futures		21	9/19/22		2,827,300		2,766,225		(61,075	)
Mexican Peso Futures		98	9/19/22		2,440,302		2,399,040		(41,262	)
								$	(192,453	)

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
10-Year U.S. Treasury Note Futures		22	9/21/22	$	2,634,252	$	2,607,688	$	26,564
5-Year U.S. Treasury Note Futures		78	9/30/22		8,810,073		8,755,500		54,573
Japanese Yen Futures		48	9/19/22		4,559,999		4,449,300		110,699
Micro E-Mini S&P 500 Index Futures		130	9/16/22		2,549,057		2,463,175		85,882
Ultra Long Term U.S. Treasury Bond Futures		4	9/21/22		633,611		617,375		16,236
								$	293,954
Total unrealized appreciation								$	293,954
Total unrealized depreciation									(192,453	)
Total net unrealized appreciation (depreciation)								$	101,501

See notes to financial statements.

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  (Unaudited)

Centrally Cleared

Credit Default Swap Agreements — Sell Protection (a)

Underlying Instruments	Fixed Deal Receive Rate			Maturity Date	Payment Frequency	Implied Credit Spread at June 30, 2022 (b)			Notional Amount (c)		Value			Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
CDX North America High Yield Index; Series 38		5.00	%	6/20/27	Quarterly		5.76	%	$	7,920,000	$	(235,751	)	$	306,813	$	(542,564	)
											$	(235,751	)	$	306,813	$	(542,564	)

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

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

See notes to financial statements.

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Security Description	Shares or Principal Amount		Value
Common Stocks (0.6%)
Communication Services (0.5%):
Altice USA, Inc., Class A (a)		38,825	$	359,131
iHeartMedia, Inc., Class A (a)		30,500		240,645
Nexstar Media Group, Inc., Class A		1,481		241,225
Sinclair Broadcast Group, Inc., Class A		17,500		357,000
				1,198,001
Consumer Discretionary (0.0%): (b)
Men's Wearhouse, Inc.		31,563		59,591
Health Care (0.1%):
Surgery Partners, Inc. (a)		9,390		271,559
Total Common Stocks (Cost $2,143,123)				1,529,151
Senior Secured Loans (20.0%)
19th Holdings Golf LLC, Initial Term Loans, First Lien, 4.49% (SOFR01M+325bps), 1/27/29 (c)	$	2,250,000		2,126,250
Air Canada, Term Loan, First Lien, 4.25% (LIBOR06M+350bps), 7/27/28 (c)		2,200,000		2,018,500
Air Methods Corp., Initial Term Loans, First Lien, 4.51% (LIBOR03M+350bps), 4/21/24 (c)		1,948,718		1,722,783
Bausch Health Cos., Inc., Second Amendment Term Loan, First Lien, 6.45% (SOFR01M+525bps), 1/27/27 (c)		3,000,000		2,564,670
Covis Pharma Holdings S.a.r.l., Dollar Term B Loans, First Lien, 7.30% (SOFR03M+650bps), 2/14/27 (c)		2,715,625		2,253,969
CP Altas Buyer, Inc., Term B Loans, First Lien, 4.81% (LIBOR01M+375bps), 11/23/27 (c)		1,985,319		1,737,988
Dayco Products LLC, Term Loans, First Lien, 5.82% (LIBOR03M+425bps), 5/19/24 (c)		950,000		859,408
Diamond Sports Group LLC, Term Loan, First Lien, 9.18% (SOFR01M+800bps), 5/25/26 (c)		522,314		518,830
Diamond Sports Group LLC, Term Loan, Second Lien, 4.43% (SOFR01M+325bps), 8/24/26 (c)		7,039,625		1,642,556
Envision Healthcare Corp., Initial Term Loans, First Lien, 4.81% (LIBOR01M+375bps), 10/10/25 (c)		3,105,538		1,021,722
Great Outdoors Group LLC, Term B1, First Lien, 4.81% (LIBOR01M+375bps), 3/5/28 (c)		3,600,294		3,272,667
Intelsat Jackson Holdings SA, Term B loan, First Lien, 4.67% (SOFR06M+425bps), 2/1/29 (c)		3,088,484		2,825,407
Jo-Ann Stores LLC, Term B-1 Loan, First Lien, 5.96% (LIBOR03M+475bps), 6/30/28 (c)		1,574,568		1,094,324
Knight Health Holdings LLC, Term B Loans, First Lien, 6.31% (LIBOR01M+525bps), 12/17/28 (c)		3,980,000		3,263,600
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 6.32% (LIBOR03M+475bps), 12/15/24 (c)		805,183		793,105
LifeScan Global Corp., Initial Term Loan, First Lien, 6.96% (LIBOR03M+600bps), 10/1/24 (c)		3,815,758		3,313,337
Lucid Energy Group II Borrower LLC, Term Loan, First Lien, 5.87% (LIBOR01M+425bps), 11/24/28 (c)		4,477,500		4,411,949

See notes to financial statements.

27

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  (Unaudited)

Security Description	Principal Amount		Value
Petco Health and Wellness Co., Inc., Initial Term Loans, First Lien, 4.26% (LIBOR03M+325bps), 2/25/28 (c)	$	4,446,231	$	4,181,547
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (c)		1,662,438		1,560,197
Radiology Partners, Inc., Term Loan New, First Lien, 5.89% (LIBOR01M+425bps), 7/9/25 (c)		2,000,000		1,787,000
SWF Holdings Corp. I, Initial Term Loans, First Lien, 5.60% (LIBOR01M+400bps), 10/6/28 (c)		2,339,125		1,915,159
Team Health Holdings, Inc., Facility Extending TLB, First Lien, 6.28% (SOFR01M+525bps), 2/17/27 (c)		2,296,540		1,920,482
The Men's Wearhouse LLC, Term Loan, First Lien, 9.29% (LIBOR03M+800bps), 12/1/25 (c)		1,697,574		1,614,817
The Michaels Cos., Inc., Term B Loans, First Lien, 5.26% (LIBOR03M+425bps), 4/15/28 (c)		3,963,722		3,254,652
Traverse Midstream Partners LLC, Advance, First Lien, 5.38% (SOFR03M+425bps), 9/27/24 (c)		43,514		41,411
Traverse Midstream Partners LLC, Advance, First Lien, 5.95% (SOFR06M+425bps) (c)		1,853,117		1,763,556
United Airlines, Inc., Class B Term Loans, First Lien, 5.39% (LIBOR01M+375bps), 4/21/28 (c)		1,481,250		1,372,941
Total Senior Secured Loans (Cost $62,461,566)				54,852,827
Corporate Bonds (67.3%)
Communication Services (13.0%):
Audacy Capital Corp., 6.50%, 5/1/27, Callable 7/22/22 @ 104.88 (d) (e)		3,500,000		2,126,705
Cinemark USA, Inc., 5.25%, 7/15/28, Callable 7/15/24 @ 102.63 (e)		2,000,000		1,605,540
CSC Holdings LLC, 5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (e)		5,500,000		4,001,360
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 8/8/22 @ 103.38 (d) (e)		4,960,000		4,571,235
Entercom Media Corp., 6.75%, 3/31/29, Callable 3/31/24 @ 103.38 (e)		4,200,000		2,245,404
Frontier Communications Holdings LLC, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (e)		3,250,000		2,777,288
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (e)		2,750,000		2,152,672
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 7/22/22 @ 104.19 (d)		4,510,000		3,603,941
Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/18/22 @ 104.22 (e)		4,000,000		3,693,000
Scripps Escrow II, Inc., 5.38%, 1/15/31, Callable 1/15/26 @ 102.69 (d) (e)		1,600,000		1,277,376
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (e)		3,500,000		2,590,245
TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5		3,000,000		2,837,130
Univision Communications, Inc., 5.13%, 2/15/25, Callable 7/18/22 @ 100.85 (e)		2,500,000		2,358,100
				35,839,996
Consumer Discretionary (12.8%):
Academy Ltd., 6.00%, 11/15/27, Callable 11/15/23 @ 103 (e)		1,800,000		1,643,994
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (e)		4,750,000		3,993,848
American Axle & Manufacturing, Inc., 5.00%, 10/1/29, Callable 10/1/24 @ 102.5 (d)		4,100,000		3,283,690
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94		2,000,000		1,580,200
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27, Callable 8/8/22 @ 104.25 (e)		4,000,000		3,869,240
LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (e)		2,050,000		1,310,770

See notes to financial statements.

28

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  (Unaudited)

Security Description	Principal Amount		Value
Life Time, Inc., 5.75%, 1/15/26, Callable 1/15/23 @ 102.88 (e)	$	4,000,000	$	3,594,680
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (e)		550,000		364,188
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100		2,475,000		2,233,687
MIWD Holdco II LLC/MIWD Finance Corp., 5.50%, 2/1/30, Callable 2/1/25 @ 102.75 (e)		900,000		745,182
PetSmart, Inc./PetSmart Finance Corp., 7.75%, 2/15/29, Callable 2/15/24 @ 103.88 (e)		3,600,000		3,247,884
Premier Entertainment Sub LLC/Premier Entertainment Finance Corp. 5.63%, 9/1/29, Callable 9/1/24 @ 102.81 (e)		2,000,000		1,427,240
5.88%, 9/1/31, Callable 9/1/26 @ 102.98 (e)		3,800,000		2,635,946
Scientific Games Holdings LP/Scientific Games US FinCo., Inc., 6.63%, 3/1/30, Callable 3/1/25 @ 103.31 (e)		3,000,000		2,551,410
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 7/22/22 @ 109.75 (e)		2,700,000		2,770,038
				35,251,997
Consumer Staples (1.4%):
Post Holdings, Inc., 4.50%, 9/15/31, Callable 9/15/26 @ 102.25 (e)		1,000,000		821,020
Simmons Foods, Inc./Simmons prepared Foods, Inc./Simmons Pet Food, Inc./ Simmons Feed, 4.63%, 3/1/29, Callable 3/1/24 @ 102.31 (e)		1,370,000		1,157,910
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (e)		2,800,000		1,990,016
				3,968,946
Energy (6.7%):
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (e)		3,450,000		3,093,960
Antero Resources Corp., 7.63%, 2/1/29, Callable 2/1/24 @ 103.81 (e)		750,000		765,615
CITGO Holding, Inc., 9.25%, 8/1/24, Callable 8/8/22 @ 102.31 (d) (e)		3,500,000		3,406,165
CITGO Petroleum Corp., 7.00%, 6/15/25, Callable 8/8/22 @ 103.5 (e)		2,500,000		2,418,875
Comstock Resources, Inc., 6.75%, 3/1/29, Callable 3/1/24 @ 103.38 (e)		4,776,000		4,288,609
PBF Holding Co. LLC/PBF Finance Corp., 6.00%, 2/15/28, Callable 2/15/23 @ 103		3,750,000		3,178,163
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100		1,350,000		1,339,942
				18,491,329
Financials (6.5%):
AmWINS Group, Inc., 4.88%, 6/30/29, Callable 6/30/24 @ 102.44 (e)		1,500,000		1,238,655
BCPE Ulysses Intermediate, Inc., 7.75%, 4/1/27, Callable 4/1/23 @ 102 (e)		1,450,000		891,909
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (e)		2,200,000		1,822,436
Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (e)		1,950,000		1,562,048
Gray Television, Inc., 7.00%, 5/15/27, Callable 7/18/22 @ 105.25 (e)		3,000,000		2,890,980
SWF Escrow Issuer Corp., 6.50%, 10/1/29, Callable 10/1/24 @ 103.25 (d) (e)		4,100,000		2,863,686
U.S. Renal Care, Inc., 10.63%, 7/15/27, Callable 8/8/22 @ 105.31 (e)		4,390,000		1,701,125
Victors Merger Corp., 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (d) (e)		4,800,000		3,019,440
White Capital Parent LLC, 8.25%, 3/15/26, Callable 8/8/22 @ 102 (e)		2,100,000		1,766,898
				17,757,177
Health Care (6.4%):
Air Methods Corp., 8.00%, 5/15/25, Callable 8/8/22 @ 100 (d) (e)		3,125,000		2,045,094
Bausch Health Cos., Inc., 5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (e)		2,250,000		1,171,440
CHS/Community Health Systems, Inc., 6.13%, 4/1/30, Callable 4/1/25 @ 103.06 (d) (e)		5,450,000		3,328,806

See notes to financial statements.

29

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  (Unaudited)

Security Description	Principal Amount		Value
LifePoint Health, Inc., 5.38%, 1/15/29, Callable 1/15/24 @ 102.69 (e)	$	3,500,000	$	2,570,260
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (e)		3,685,000		2,769,351
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/22/22 @ 100 (d) (e)		3,250,000		2,289,885
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (e)		4,000,000		3,441,960
				17,616,796
Industrials (13.5%):
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 8/8/22 @ 100 (e)		1,450,000		1,119,603
American Airlines, Inc., 11.75%, 7/15/25 (e)		3,500,000		3,622,465
American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (e)		1,850,000		1,579,530
Aramark Services, Inc., 6.38%, 5/1/25, Callable 8/8/22 @ 103.19 (e)		3,000,000		2,938,200
Cornerstone Building Brands, Inc., 6.13%, 1/15/29, Callable 9/15/23 @ 103.06 (e)		3,000,000		1,932,240
Madison IAQ LLC, 5.88%, 6/30/29, Callable 6/30/24 @ 102.94 (e)		2,800,000		2,135,644
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (e)		3,000,000		2,946,330
NESCO Holdings II, Inc., 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (e)		2,050,000		1,723,722
Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (e)		2,000,000		1,600,320
SRS Distribution, Inc. 6.13%, 7/1/29, Callable 7/1/24 @ 103.06 (e)		1,125,000		886,568
6.00%, 12/1/29, Callable 12/1/24 @ 103 (e)		3,000,000		2,353,320
The Hertz Corp., 5.00%, 12/1/29, Callable 12/1/24 @ 102.5 (e)		5,000,000		3,851,200
TransDigm, Inc., 4.63%, 1/15/29, Callable 1/15/24 @ 102.31		3,325,000		2,676,858
Triumph Group, Inc., 6.25%, 9/15/24, Callable 8/8/22 @ 101.56 (e)		3,525,000		3,149,552
Wabash National Corp., 4.50%, 10/15/28, Callable 10/15/24 @ 102.25 (e)		3,000,000		2,338,320
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (e)		2,250,000		2,224,642
				37,078,514
Information Technology (1.7%):
Black Knight InfoServ LLC, 3.63%, 9/1/28, Callable 9/1/23 @ 101.81 (e)		1,250,000		1,085,575
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (d) (e)		3,750,000		3,615,975
				4,701,550
Materials (3.1%):
Allegheny Technologies, Inc., 5.13%, 10/1/31, Callable 10/1/26 @ 102.56		3,000,000		2,352,420
CVR Partners LP/CVR Nitrogen Finance Corp., 6.13%, 6/15/28, Callable 6/15/24 @ 103.06 (e)		1,800,000		1,648,566
Mauser Packaging Solutions Holding Co., 5.50%, 4/15/24, Callable 8/8/22 @ 100 (e)		2,700,000		2,578,986
Midas OpCo Holdings LLC, 5.63%, 8/15/29, Callable 8/15/24 @ 102.81 (e)		2,250,000		1,804,770
				8,384,742
Real Estate (1.2%):
Adams Homes, Inc., 7.50%, 2/15/25, Callable 7/22/22 @ 103.75 (e)		3,371,000		3,185,359
Utilities (1.0%):
Calpine Corp., 5.13%, 3/15/28, Callable 3/15/23 @ 102.56 (e)		3,000,000		2,660,460
Total Corporate Bonds (Cost $226,116,182)				184,936,866

See notes to financial statements.

30

Victory Portfolios
Victory High Yield Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Yankee Dollars (7.8%)
Communication Services (1.4%):
Telesat Canada/Telesat LLC, 5.63%, 12/6/26, Callable 12/6/23 @ 102.81 (e)	$	6,050,000	$	3,767,093
Consumer Discretionary (0.7%):
International Game Technology PLC, 5.25%, 1/15/29, Callable 1/15/24 @ 102.63 (e)		2,000,000		1,811,280
Energy (0.6%):
TechnipFMC PLC, 6.50%, 2/1/26, Callable 2/1/23 @ 103.25 (d) (e)		1,800,000		1,791,018
Industrials (2.7%):
Bombardier, Inc., 7.88%, 4/15/27, Callable 8/8/22 @ 103.94 (d) (e)		4,500,000		3,745,440
VistaJet Malta Finance PLC/XO Management Holding, Inc., 6.38%, 2/1/30, Callable 2/1/25 @ 103.19 (e)		4,750,000		3,802,043
				7,547,483
Information Technology (0.7%):
ION Trading Technologies Sarl, 5.75%, 5/15/28, Callable 5/15/24 @ 102.88 (e)		2,500,000		1,988,850
Materials (1.7%):
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 8/8/22 @ 101.94 (e)		2,000,000		1,846,740
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 5.13%, 4/1/29, Callable 4/1/24 @ 102.56 (e)		3,900,000		2,814,942
				4,661,682
Total Yankee Dollars (Cost $26,324,984)				21,567,406
Collateral for Securities Loaned (11.0%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (f)		939,874		939,874
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (f)		469,044		469,044
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (f)		5,849,917		5,849,917
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (f)		3,740,007		3,740,007
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (f)		2,494,163		2,494,163
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (f)		16,815,802		16,815,802
Total Collateral for Securities Loaned (Cost $30,308,807)				30,308,807
Total Investments (Cost $347,354,662) — 106.7%				293,195,057
Liabilities in excess of other assets — (6.7)%				(18,530,387	)
NET ASSETS — 100.00%			$	274,664,670

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2022.

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

See notes to financial statements.

31

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Victory High Yield Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $183,418,241 and amounted to 66.8% of net assets.

(f)  Rate disclosed is the daily yield on June 30, 2022.

bps — Basis points

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR01M — 1 Month SOFR, rate disclosed as of June 30, 2022

SOFR03M — 3 Month SOFR, rate disclosed as of June 30, 2022

SOFR06M — 6 Month SOFR, rate disclosed as of June 30, 2022

See notes to financial statements.

32

Victory Portfolios
Victory Tax-Exempt Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (97.1%)
Arkansas (1.6%):
Arkansas Development Finance Authority Revenue, 3.20%, 12/1/49, Continuously Callable @100	$	750,000	$	580,600
University of Central Arkansas Revenue, Series A, 3.00%, 11/1/49, Continuously Callable @100		265,000		198,179
				778,779
California (1.0%):
San Francisco City & County Airport Comm-San Francisco International Airport Revenue, Series A, 4.00%, 5/1/52, Continuously Callable @100		500,000		478,542
Colorado (2.6%):
Colorado Health Facilities Authority Revenue, Series A, 4.00%, 12/1/50, Continuously Callable @103		750,000		639,377
Gold Hill Mesa Metropolitan, GO, 5.50%, 12/1/47, Continuously Callable @100		585,000		641,863
				1,281,240
Connecticut (4.2%):
Connecticut Health and Educational Facilities Authority Revenue, Series 2016 CT, 5.00%, 12/1/41, Continuously Callable @100		2,000,000		2,091,642
Florida (9.7%):
Capital Trust Agency, Inc. Revenue, 5.00%, 8/1/55, Continuously Callable @100		400,000		401,440
City of Pompano Beach Revenue, 4.00%, 9/1/50, Continuously Callable @103		500,000		404,655
County of Miami-Dade Seaport Department Revenue, 4.00%, 10/1/50, Continuously Callable @100		500,000		457,228
Florida Development Finance Corp. Revenue, Series A, 5.00%, 6/15/55, Continuously Callable @100		500,000		509,104
Hillsborough County IDA Revenue, 4.00%, 8/1/50, Continuously Callable @100		500,000		445,613
Miami-Dade County Public Facilities Revenue, Series A, 5.00%, 6/1/33, Continuously Callable @100		2,000,000		2,118,098
St. Johns County IDA Revenue, 4.00%, 8/1/55, Continuously Callable @103		500,000		438,481
				4,774,619
Georgia (2.0%):
Appling County Development Authority Revenue, 0.74%, 9/1/41, Continuously Callable @100 (a)		450,000		450,000
Private Colleges & Universities Authority Revenue, 5.25%, 10/1/51, Continuously Callable @100 (b)		500,000		542,075
				992,075
Guam (2.1%):
Port Authority of Guam Revenue, Series A, 5.00%, 7/1/48, Continuously Callable @100		1,000,000		1,029,069
Illinois (21.6%):
Chicago Board of Education Revenue, 6.00%, 4/1/46, Continuously Callable @100 (c)		2,275,000		2,411,343
Chicago Transit Authority Sales Tax Receipts Revenue, Series 2014, 5.00%, 12/1/44, Continuously Callable @100		1,450,000		1,503,315

See notes to financial statements.

33

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Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
City of Chicago Wastewater Transmission Revenue Series A, 5.00%, 1/1/47, Continuously Callable @100	$	1,000,000	$	1,035,740
Series C, 5.00%, 1/1/34, Continuously Callable @100		1,000,000		1,038,007
City of Chicago, GO, Series A, 5.50%, 1/1/49, Continuously Callable @100		1,000,000		1,038,337
Illinois, GO, Series 2013, 5.50%, 7/1/27, Continuously Callable @100		2,000,000		2,052,054
Sales Tax Securitization Corp. Revenue, Series 2018 C, 5.00%, 1/1/43, Continuously Callable @100		1,500,000		1,602,111
				10,680,907
Indiana (1.1%):
Indiana Finance Authority Revenue, Series A, 5.50%, 7/1/52, Continuously Callable @100		500,000		524,169
Iowa (0.7%):
Iowa Finance Authority Revenue, Series A-1, 4.00%, 5/15/55, Continuously Callable @103		500,000		362,577
Kansas (0.4%):
Wyandotte County-Kansas City Unified Government Tax Allocation, 5.75%, 3/1/41, Continuously Callable @103 (d)		200,000		193,626
Maryland (0.5%):
City of Gaithersburg Maryland Revenue, 5.13%, 1/1/42, Continuously Callable @103		250,000		251,936
Massachusetts (1.8%):
University of Massachusetts Building Authority Revenue 5.00%, 11/1/39, Pre-refunded 11/1/24 @ 100		220,000		234,802
Series 1-2021, 5.00%, 11/1/39, Continuously Callable @100		410,000		428,483
Series 1-2021, 5.00%, 11/1/39, Pre-refunded 11/1/24 @ 100		190,000		202,783
				866,068
Michigan (0.9%):
Michigan Finance Authority Revenue, 4.00%, 12/1/51, Continuously Callable @100		500,000		433,299
Missouri (2.2%):
Health & Educational Facilities Authority of the State of Missouri Revenue, 4.25%, 12/1/42, Continuously Callable @100 (d)		1,150,000		1,076,463
New Jersey (7.5%):
New Jersey Economic Development Authority Biomedical Research Facilities Revenue, Series 2016 A, 5.00%, 7/15/29, Continuously Callable @100 (c)		885,000		936,393
New Jersey Transportation Trust Fund Authority Revenue 5.00%, 6/15/28, Continuously Callable @100		1,000,000		1,077,079
Series BB, 3.50%, 6/15/46, Continuously Callable @100		200,000		167,011
Tobacco Settlement Financing Corp. Revenue, Series 2018 A, 5.00%, 6/1/46, Continuously Callable @100		1,500,000		1,535,645
				3,716,128
New York (13.2%):
City of New York, GO, Series 2, 1.25%, 4/1/42, Continuously Callable @100 (a)		700,000		700,000
Metropolitan Transportation Authority Dedicated Tax Green Fund Revenue, Series 2016 B1, 5.00%, 11/15/56, Continuously Callable @100		1,545,000		1,607,061

See notes to financial statements.

34

Victory Portfolios
Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Metropolitan Transportation Authority Revenue, Series D-3, 4.00%, 11/15/49, Continuously Callable @100	$	500,000	$	440,018
New York Counties Tobacco Trust II Revenue, 5.75%, 6/1/43, Continuously Callable @100		200,000		200,339
New York State Dormitory Authority Revenue, 6.00%, 7/1/40, Continuously Callable @100 (d) (e)		330,000		285,699
Port Authority of New York & New Jersey Revenue, 5.00%, 12/1/32, Continuously Callable @100		1,000,000		1,021,160
Schenectady County Capital Resource Corp. Revenue, 5.25%, 7/1/52, Continuously Callable @100		200,000		217,814
TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @100		2,000,000		2,079,858
				6,551,949
North Carolina (4.7%):
City of Charlotte Certificate of Participation, 4.00%, 6/1/49, Continuously Callable @100		1,670,000		1,640,187
North Carolina Medical Care Commission Revenue Series A, 4.00%, 9/1/50, Continuously Callable @100		500,000		413,547
Series A, 4.00%, 10/1/50, Continuously Callable @103		350,000		292,593
				2,346,327
Ohio (6.3%):
Buckeye Tobacco Settlement Financing Authority Revenue, Series B-2, 5.00%, 6/1/55, Continuously Callable @100		900,000		847,539
County of Franklin Revenue, Series B, 5.00%, 7/1/45, Continuously Callable @103		500,000		507,409
County of Hardin Economic Development Facilities Revenue, 5.00%, 5/1/30, Continuously Callable @103		350,000		346,123
Logan Elm Local School District, GO, 4.00%, 11/1/55, Continuously Callable @100		1,500,000		1,420,767
				3,121,838
Pennsylvania (4.7%):
Philadelphia School District, GO, Series A, 5.00%, 9/1/44, Continuously Callable @100		1,000,000		1,060,315
The Philadelphia School District, GO, Series A, 5.00%, 9/1/38, Continuously Callable @100		1,200,000		1,274,045
				2,334,360
Texas (3.9%):
City of Arlington Tax Allocation, 4.00%, 8/15/50, Continuously Callable @100		500,000		416,787
Port of Port Arthur Navigation District Revenue Series A, 0.80%, 4/1/40, Continuously Callable @100 (a)		800,000		800,000
Series B, 0.80%, 4/1/40, Continuously Callable @100 (a)		200,000		200,000
Series C, 0.82%, 4/1/40, Continuously Callable @100 (a)		500,000		500,000
				1,916,787
Utah (3.6%):
Jordanelle Special Service District Special Assessment, Series C, 12.00%, 8/1/30, Continuously Callable @100 (d)		368,503		369,322
Military Installation Development Authority Revenue, Series A-1, 4.00%, 6/1/41, Continuously Callable @103		250,000		198,493

See notes to financial statements.

35

Victory Portfolios
Victory Tax-Exempt Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Utah Charter School Finance Authority Revenue, Series A, 5.63%, 6/15/42, Continuously Callable @100 (d)	$	250,000	$	252,378
Utah Infrastructure Agency Revenue, Series A, 5.00%, 10/15/40, Continuously Callable @100		1,000,000		977,350
				1,797,543
Wisconsin (0.8%):
Wisconsin Health & Educational Facilities Authority Revenue, 4.00%, 1/1/47, Continuously Callable @103		500,000		420,016
Total Municipal Bonds (Cost $50,220,482)				48,019,959
Exchange-Traded Funds (2.7%)
VanEck Vectors High-Yield Municipal Index ETF		25,000		1,346,250
Total Exchange-Traded Funds (Cost $1,383,097)				1,346,250
Total Investments (Cost $51,603,579) — 99.8%				49,366,209
Other assets in excess of liabilities — 0.2%				81,414
NET ASSETS — 100.00%			$	49,447,623

(a)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

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

(c)  All or a portion of this security has been segregated as collateral for delayed delivered and/or when-issued securities.

(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $2,177,488 and amounted to 4.4% of net assets.

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2022, illiquid securities were 0.6% of net assets.

ETF — Exchange-Traded Fund

GO — General Obligation

IDA — Industrial Development Authority

See notes to financial statements.

36

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (96.9%)
Arizona (6.5%):
Arizona IDA Revenue
4.00%, 7/15/51, Continuously Callable @100 (a)	$	500,000	$	397,182
4.00%, 12/15/51, Continuously Callable @100 (a)		700,000		572,027
La Paz County IDA Revenue, 4.00%, 2/15/51, Continuously Callable @100		280,000		233,059
Maricopa County IDA Revenue, 4.00%, 10/15/47, Continuously Callable @104 (a)		500,000		430,041
The IDA of the City of Phoenix Revenue, 4.00%, 12/1/51, Continuously Callable @100 (a)		1,000,000		755,723
The IDA of the County of Pima Revenue, 4.00%, 6/15/51, Continuously Callable @100 (a)		500,000		404,990
				2,793,022
California (0.5%):
California County Tobacco Securitization Agency Revenue, Series B-1, 5.00%, 6/1/49, Continuously Callable @100		195,000		214,554
Delaware (1.0%):
Delaware State Economic Development Authority Revenue, 4.00%, 6/1/52, Continuously Callable @100		500,000		415,461
District of Columbia (0.5%):
District of Columbia Tobacco Settlement Financing Corp. Revenue, 6.50%, 5/15/33		195,000		202,122
Florida (7.6%):
Escambia County Health Facilities Authority Revenue, 3.00%, 8/15/50, Continuously Callable @100		1,000,000		745,956
Florida Development Finance Corp. Revenue, 4.00%, 7/1/55, Continuously Callable @100		500,000		394,677
Pinellas County Educational Facilities Authority Revenue, Series A, 4.00%, 6/1/46, Continuously Callable @100 (a)		500,000		407,263
Seminole County IDA Revenue, 4.00%, 6/15/56, Continuously Callable @100 (a)		705,000		564,519
Sumter County Village Community Development District No. 10 Special Assessment Revenue, Series 2014, 5.75%, 5/1/31, Continuously Callable @100		1,145,000		1,163,289
				3,275,704
Georgia (3.5%):
Development Authority of Heard County Revenue, 0.93%, 9/1/26, Continuously Callable @100 (b)		1,500,000		1,500,000
Illinois (11.5%):
Chicago Board of Education Revenue, 6.00%, 4/1/46, Continuously Callable @100		1,500,000		1,589,896
City of Chicago, GO, Series A, 5.50%, 1/1/49, Continuously Callable @100		1,000,000		1,038,337
Illinois, GO 5.50%, 7/1/33, Continuously Callable @100		1,000,000		1,023,986
5.50%, 7/1/38, Continuously Callable @100		1,250,000		1,276,770
				4,928,989

See notes to financial statements.

37

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Indiana (3.4%):
Indiana Finance Authority Revenue 4.13%, 12/1/26	$	1,000,000	$	982,453
Series A, 5.00%, 7/1/55, Continuously Callable @100		500,000		466,662
				1,449,115
Iowa (1.9%):
Iowa Finance Authority Revenue Series A, 5.00%, 5/15/48, Continuously Callable @100		500,000		468,253
Series A-1, 4.00%, 5/15/55, Continuously Callable @103		500,000		362,578
				830,831
Kansas (0.5%):
Wyandotte County-Kansas City Unified Government Tax Allocation, 5.75%, 3/1/41, Continuously Callable @103 (a)		200,000		193,626
Maryland (0.4%):
Maryland Economic Development Corp. Revenue, 4.25%, 7/1/50, Continuously Callable @100		200,000		167,099
Massachusetts (0.7%):
Massachusetts Development Finance Agency Revenue, 4.00%, 10/1/32, Continuously Callable @105 (a)		300,000		309,427
Minnesota (0.7%):
City of Woodbury Revenue, 4.00%, 7/1/51, Continuously Callable @103		400,000		316,484
Missouri (1.1%):
Health & Educational Facilities Authority of the State of Missouri Revenue, 4.25%, 12/1/42, Continuously Callable @100 (a)		500,000		468,027
New Hampshire (2.4%):
New Hampshire Business Finance Authority Revenue 4.00%, 1/1/51, Continuously Callable @103		500,000		408,336
Series B, 3.75%, 7/1/45, (Put Date 7/2/40) (a) (c)		750,000		632,357
				1,040,693
New Jersey (3.2%):
New Jersey Economic Development Authority Revenue, Series S, 4.00%, 6/15/50, Continuously Callable @100		450,000		409,947
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Revenue, Series A, 5.00%, 7/1/33, Continuously Callable @100		500,000		525,130
New Jersey Transportation Trust Fund Authority Revenue, Series BB, 3.50%, 6/15/46, Continuously Callable @100		500,000		417,529
				1,352,606
New Mexico (2.1%):
New Mexico Hospital Equipment Loan Council Revenue, Series LA, 5.00%, 7/1/49, Continuously Callable @102		500,000		450,536
Winrock Town Center Tax Increment Development District Tax Allocation, 4.25%, 5/1/40, Continuously Callable @103 (a)		500,000		431,874
				882,410

See notes to financial statements.

38

Victory Portfolios
Victory High Income Municipal Bond Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
New York (10.0%):
Build NYC Resource Corp. Revenue 4.00%, 6/15/51, Continuously Callable @100	$	500,000	$	398,772
Series A, 5.00%, 6/15/51, Continuously Callable @100 (a)		100,000		99,231
Huntington Local Development Corp. Revenue, Series S, 3.00%, 7/1/25		500,000		488,419
Metropolitan Transportation Authority Revenue Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (c)		365,000		395,292
Series D-3, 4.00%, 11/15/49, Continuously Callable @100		500,000		440,018
New York State Dormitory Authority Revenue 6.00%, 7/1/40, Continuously Callable @100 (a) (d)		1,000,000		865,753
4.00%, 7/1/40, Continuously Callable @100		200,000		189,654
New York Transportation Development Corp. Revenue, 5.00%, 10/1/40, Continuously Callable @100		750,000		753,043
Onondaga Civic Development Corp. Revenue, 5.00%, 10/1/40, Continuously Callable @100		250,000		235,790
Western Regional Off-Track Betting Corp. Revenue, 4.13%, 12/1/41, Continuously Callable @100 (a)		500,000		402,533
				4,268,505
North Carolina (0.5%):
North Carolina Medical Care Commission Revenue, 5.00%, 10/1/50, Continuously Callable @103		250,000		227,821
North Dakota (2.1%):
Grand Forks, North Dakota Senior Housing and Nursing Facility Revenue, 5.00%, 12/1/36, Continuously Callable @100		1,000,000		911,297
Ohio (3.7%):
Buckeye Tobacco Settlement Financing Authority Revenue, Series B-2, 5.00%, 6/1/55, Continuously Callable @100		1,000,000		941,710
County of Hardin Revenue, 5.50%, 5/1/50, Continuously Callable @103		500,000		451,800
Northeast Ohio Medical University Revenue, Series A, 4.00%, 12/1/45, Continuously Callable @100		225,000		210,262
				1,603,772
Oregon (1.8%):
Clackamas County Hospital Facility Authority Revenue Series A, 5.00%, 11/15/52, Continuously Callable @102		500,000		469,586
Series A, 5.38%, 11/15/55, Continuously Callable @102		100,000		94,143
Yamhill County Hospital Authority Revenue, Series A, 5.00%, 11/15/51, Continuously Callable @103		250,000		209,367
				773,096
Pennsylvania (2.4%):
Bucks County IDA Revenue, 5.00%, 7/1/54, Continuously Callable @100		500,000		440,585
Pennsylvania Economic Development Financing Authority Revenue, 9.00%, 4/1/51, (Put Date 4/13/28) (a) (c)		500,000		568,952
				1,009,537

See notes to financial statements.

39

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
South Carolina (4.5%):
County of Richland SC Special Assessment, 3.63%, 11/1/31, Continuously Callable @103 (a)	$	290,000	$	244,011
Lancaster County Walnut Creek Improvement District Assessment Refunding Revenue, Series 2016 A-1, 5.00%, 12/1/37, Continuously Callable @100		1,675,000		1,688,505
				1,932,516
South Dakota (0.8%):
Oglala Sioux Tribe, Series 2012, 5.00%, 10/1/22, Callable 8/8/22 @ 100 (a)		335,000		335,033
Texas (4.6%):
City of Houston Texas Airport System Revenue, Series C, 4.00%, 7/15/41, Continuously Callable @100		750,000		630,748
Port of Port Arthur Navigation District Revenue, Series A, 0.80%, 4/1/40, Continuously Callable @100 (b)		300,000		300,000
Texas Private Activity Bond Surface Transportation Corp. Revenue, NTE Mobility Partners Segments 3 LLC — Segments 3A & 3B Facility, Series 2013, 7.00%, 12/31/38, Continuously Callable @100		1,000,000		1,042,526
				1,973,274
Utah (8.0%):
Jordanelle Special Service District Special Assessment, Series C, 12.00%, 8/1/30, Continuously Callable @100 (a)		1,299,653		1,302,542
Military Installation Development Authority Revenue Series A-1, 4.00%, 6/1/41, Continuously Callable @103		250,000		198,493
Series A-1, 4.00%, 6/1/52, Continuously Callable @103		250,000		178,686
Utah Charter School Finance Authority Revenue 2.75%, 4/15/50, Continuously Callable @100		525,000		349,918
Series A, 5.63%, 6/15/42, Continuously Callable @100 (a)		250,000		252,378
Utah Infrastructure Agency Revenue, Series A, 5.38%, 10/15/40, Continuously Callable @100		1,150,000		1,160,236
				3,442,253
Vermont (1.5%):
Vermont Economic Development Authority Revenue, 4.00%, 5/1/45, Continuously Callable @103		500,000		400,865
Vermont Educational & Health Buildings Financing Agency Revenue, 5.00%, 10/15/46, Continuously Callable @100		250,000		257,362
				658,227
West Virginia (2.4%):
The County Commission of Monongalia County, WV Special District Excise Tax Revenue, Series 2017 A, 5.75%, 6/1/43, Continuously Callable @100 (a)		1,000,000		1,049,165
Wisconsin (7.1%):
Public Finance Authority Revenue 4.00%, 4/1/52, Continuously Callable @100 (a)		500,000		408,628
Series A, 4.25%, 12/1/51, Continuously Callable @100 (a)		500,000		429,639
Series A, 5.25%, 3/1/55, Continuously Callable @100 (a)		500,000		458,007
Series A, 5.00%, 7/1/55, Continuously Callable @100 (a)		500,000		466,805
Series A-1, 4.00%, 7/1/51, Continuously Callable @100 (a)		500,000		421,962

See notes to financial statements.

40

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June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Wisconsin Health & Educational Facilities Authority Revenue 4.00%, 1/1/47, Continuously Callable @103	$	500,000	$	420,016
4.00%, 12/1/51, Continuously Callable @100		500,000		422,059
				3,027,116
Total Municipal Bonds (Cost $46,252,276)				41,551,782
Exchange-Traded Funds (1.2%)
VanEck Vectors High-Yield Municipal Index ETF		10,000		538,500
Total Exchange-Traded Funds (Cost $550,297)				538,500
Total Investments (Cost $46,802,573) — 98.1%				42,090,282
Other assets in excess of liabilities — 1.9%				808,512
NET ASSETS — 100.00%			$	42,898,794

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $12,871,695 and amounted to 30.0% of net assets.

(b)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(c)  Put Bond.

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2022, illiquid securities were 2.0% of net assets.

ETF — Exchange-Traded Fund

GO — General Obligation

IDA — Industrial Development Authority

LLC — Limited Liability Company

See notes to financial statements.

41

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June 30, 2022

  (Unaudited)

Security Description	Shares or Principal Amount		Value
Common Stocks (0.0%) (a)
Consumer Discretionary (0.0%):
Men's Wearhouse, Inc.		51,299	$	96,853
Total Common Stocks (Cost $192,371)				96,853
Warrants (0.0%) (a)
Communication Services (0.0%):
Cineworld		377,856		39,090
Total Warrants (Cost $—)				39,090
Senior Secured Loans (92.4%)
19th Holdings Golf LLC, Initial Term Loans, First Lien, 4.49% (SOFR01M+325bps), 1/27/29 (b)	$	27,500,000		25,987,500
84 Lumber Co., Term B-1 Loans, First Lien, 4.06% (LIBOR01M+300bps), 11/13/26 (b)		8,789,940		8,380,680
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien, 5.81% (LIBOR03M+475bps), 4/20/28 (b)		34,334,127		32,690,895
Academy Ltd., Refinancing Term Loans, First Lien, 4.81% (LIBOR01M+375bps), 11/6/27 (b)		8,133,882		7,717,020
Accelerated Health Systems LLC, Initial Term B Loans, First Lien, 4.91% (SOFR06M+425bps), 2/2/29 (b)		15,000,000		14,203,200
ACProducts, Inc., Initial Term Loans, First Lien, 4.75% (LIBOR06M+425bps), 5/17/28 (b)		33,692,318		25,943,085
Acrisure LLC, 2021-1 Additional Term Loans, First Lien, 4.81% (LIBOR01M+375bps), 2/15/27 (b)		1,488,750		1,390,120
Acrisure LLC, 2021-2 Additional Term Loan, First Lien, 5.31% (LIBOR01M+425bps), 2/15/27 (b)		3,980,000		3,747,847
Acrisure LLC, Term Loan B 2020, First Lien, 4.56% (LIBOR01M+350bps), 2/15/27 (b)		15,180,269		13,889,947
Adient US LLC, Term B-1 Loans, First Lien, 4.31% (LIBOR01M+325bps), 4/8/28 (b)		4,987,406		4,629,958
Air Canada, Term Loan, First Lien, 4.25% (LIBOR06M+350bps), 7/27/28 (b)		33,000,000		30,277,500
Air Medical Group Holdings, Inc., Incremental Term Loan B, First Lien, 5.31% (LIBOR01M+425bps), 3/14/25 (b)		7,812,654		7,251,158
Air Methods Corp., Initial Term Loans, First Lien, 4.51% (LIBOR03M+350bps), 4/21/24 (b)		19,545,464		17,279,363
Albaugh LLC, Term Loan B, First Lien, 4.75% (SOFR03M+375bps), 12/21/24 (b)		16,000,000		15,240,000
Alliance Laundry Systems LLC, Initial Term B Loans, First Lien, 4.52% (LIBOR03M+350bps), 10/8/27 (b)		11,616,646		11,014,091
Alliance Laundry Systems LLC, Initial Term B Loans, First Lien, 4.75% (LIBOR01M+350bps) (b)		145,849		138,283
Alterra Mountain Co., Facility 2028 Term Loan B, First Lien, 4.56% (LIBOR01M+350bps), 8/17/28 (b)		10,939,925		10,379,254
American Axle & Manufacturing, Inc., Term Loan B, First Lien, 3.88% (LIBOR01M+225bps), 4/6/24 (b)		4,457,887		4,313,005

See notes to financial statements.

42

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Amneal Pharmaceuticals LLC, Initial Term Loans, First Lien, 4.56% (LIBOR01M+350bps), 3/23/25 (b)	$	21,587,108	$	19,482,365
Anchor Packaging LLC, Initial Term Loans, First Lien, 5.06% (LIBOR01M+400bps), 7/18/26 (b)		6,887,101		6,525,529
Apex Tool Group LLC, Initial Term Loan, First Lien, 6.43% (SOFR01M+525bps), 2/8/29 (b)		11,491,862		10,080,546
AT home Group, Inc., Initial Term Loan, First Lien, 4.97% (LIBOR03M+400bps), 7/23/28 (b)		27,667,322		21,317,672
Avis Budget Car Rental LLC, Tranche C Term Loan, First Lien, 4.63% (SOFR01M+350bps), 3/16/29 (b)		2,992,500		2,857,837
AZZ, Inc., Initial Term Loan, First Lien, 5.28% (SOFR01M+425bps), 5/6/29 (b)		13,000,000		12,382,500
Bally's Corp., Term B Facility Loans, First Lien, 4.37% (LIBOR01M+325bps), 10/1/28 (b)		14,925,000		13,817,267
Bausch Health Cos., Inc., Second Amendment Term Loan, First Lien, 6.45% (SOFR01M+525bps), 1/27/27 (b)		28,000,000		23,936,920
Brand Energy and Infrastructure Services, Inc., Initial Term Loan, First Lien, 5.26% (LIBOR01M+425bps), 6/21/24 (b)		60,026		51,723
Brand Energy and Infrastructure Services, Inc., Initial Term Loan, First Lien, 5.43% (LIBOR03M+425bps), 6/21/24 (b)		7,543,285		6,499,822
Brookfield Property REIT, Inc., Initial Term B Loans, First Lien, 3.63% (SOFR01M+250bps), 8/24/25 (b)		7,824,700		7,483,778
BW NHHC Holdco, Inc., Term Loan Lien 2, Second Lien, 10.46% (LIBOR03M+900bps), 5/15/26 (b)		3,000,000		1,642,500
Caesars Resort Collection LLC, 1st Lien Term Loan B, 3.81% (LIBOR01M+275bps), 12/22/24 (b)		2,992,167		2,875,592
Caesars Resort Collection LLC, Term B-1 Loans, First Lien, 4.56% (LIBOR01M+350bps), 6/19/25 (b)		7,867,387		7,566,460
Calpine Corp., 2020 Term Loans, First Lien, 3.56% (LIBOR01M+250bps), 12/16/27 (b)		1,450,192		1,375,376
Chariot Buyer LLC, Initial Term Loans, First Lien, 4.51% (LIBOR03M+350bps), 11/3/28 (b)		12,935,000		11,652,236
Chassix, Inc., Term Loan B, First Lien, 7.56% (LIBOR06M+550bps), 11/10/23 (b)		2,001,299		1,691,097
Chassix, Inc., Term Loan B, First Lien, 7.06% (LIBOR03M+550bps), 11/10/23 (b)		1,804,268		1,524,607
Cinemark USA, Inc., Term Loan B, First Lien, 3/29/25 (c) (d)		3,989,349		3,747,754
Clarios Global LP, Term B-1, First Lien, 4.31% (LIBOR01M+325bps), 4/30/26 (b)		7,659,794		7,133,183
Clear Channel Outdoor Holdings, Inc., Term B Loan, First Lien, 8/21/26 (c) (d)		5,000,000		4,281,250
Clydesdale Acquisition Holdings LLC, Term B Loans, First Lien, 5.38% (SOFR01M+425bps), 4/13/29 (b)		18,000,000		16,793,460
Consolidated Communications, Inc., 2020 Term B-1, First Lien, 4.56% (LIBOR01M+350bps), 10/2/27 (b)		13,644,610		12,030,043
Cornerstone Building Brands, Inc., New Term Loan B, First Lien, 4.57% (LIBOR01M+325bps), 4/12/28 (b)		16,602,281		13,696,882
Covis Pharma Holdings S.a.r.l., Dollar Term B Loans, First Lien, 7.30% (SOFR03M+650bps), 2/14/27 (b)		16,787,500		13,933,625

See notes to financial statements.

43

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
CP Altas Buyer, Inc., Term B Loans, First Lien, 4.81% (LIBOR01M+375bps), 11/23/27 (b)	$	28,847,013	$	25,253,252
CPM Holdings, Inc., 2nd Lien Initial Term Loans, Second Lien, 9.31% (LIBOR01M+825bps), 11/16/26 (b)		1,595,960		1,524,141
CPM Holdings, Inc., Initial Term Loans, First Lien, 4.56% (LIBOR01M+350bps), 11/17/25 (b)		2,894,987		2,752,409
CSC Holdings LLC, October 2018 Incremental Term Loans, First Lien, 3.57% (LIBOR01M+225bps), 1/15/26 (b)		3,000,000		2,784,390
Cumulus Media New Holdings, Inc., Initial Term Loan, First Lien, 4.75% (LIBOR06M+375bps), 3/31/26 (b)		19,164,544		18,234,297
Dayco Products LLC, Term Loans, First Lien, 5.82% (LIBOR03M+425bps), 5/19/24 (b)		11,049,141		9,995,495
Delta 2 (Lux) S.a.r.l., New Term Loan B, First Lien, 3.56% (LIBOR01M+250bps), 2/1/24 (b)		24,000,000		23,352,000
Delta Air Lines, Inc. and Skymiles IP Ltd., Initial Term Loan, First Lien, 4.75% (LIBOR03M+375bps), 10/20/27 (b)		27,911,595		27,710,910
Diamond Sports Group LLC, Term Loan, First Lien, 9.18% (SOFR01M+800bps), 5/25/26 (b)		1,456,035		1,446,323
Diamond Sports Group LLC, Term Loan, Second Lien, 4.43% (SOFR01M+325bps), 8/24/26 (b)		19,901,156		4,643,537
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans, First Lien, 4.51% (LIBOR03M+350bps), 4/8/26 (b)		2,771,311		2,548,220
Entercom Media Corp., New Term Loan, First Lien, 4.13% (LIBOR01M+250bps), 11/17/24 (b)		19,706,476		17,415,599
Envision Healthcare Corp., Initial Term Loans, First Lien, 4.81% (LIBOR01M+375bps), 10/10/25 (b)		14,161,251		4,659,052
Eyemart Express LLC, Term B-1 Loan, First Lien, 5.13% (LIBOR03M+300bps), 8/5/27 (b)		27,016,859		25,328,305
Fertitta Entertainment LLC, Initial B Term Loan, First Lien, 5.53% (SOFR01M+400bps), 1/27/29 (b)		22,443,750		20,639,946
First Brands Group LLC, 2021 Term Loans, First Lien, 6.03% (SOFR03M+500bps), 3/24/27 (b)		6,426,193		6,079,179
Froneri International Ltd., Facility B2 Loan, First Lien, 3.31% (LIBOR01M+225bps), 1/31/27 (b)		2,870,001		2,634,432
Frontier Communications Corp., Refinancing Term Loans, First Lien, 4.81% (LIBOR03M+375bps), 10/8/27 (b)		15,844,773		14,791,096
Gates Global LLC, Initial B-3 Dollar Term Loan, First Lien, 3.56% (LIBOR01M+250bps), 3/31/27 (b)		10,873,722		10,237,610
Global Medical Response, Inc., 2020 Term Loan, First Lien, 5.25% (LIBOR03M+425bps), 10/2/25 (b)		10,854,774		10,074,642
Graham Packaging Co., Inc., New Term Loans, First Lien, 4.06% (LIBOR01M+300bps), 8/4/27 (b)		15,659,407		14,654,543
Great Outdoors Group LLC, Term B1, First Lien, 4.81% (LIBOR01M+375bps), 3/5/28 (b)		23,050,825		20,953,200
Harbor Purchaser, Inc., 6.28% (SOFR01M+525bps), 4/4/29 (b)		22,000,000		19,841,360
Hertz Corp., Initial Term B Loans, First Lien, 4.31% (LIBOR01M+325bps), 6/30/28 (b)		29,374,150		27,601,127
Hertz Corp., Initial Term C Loan, First Lien, 4.31% (LIBOR01M+325bps), 6/30/28 (b)		5,591,816		5,254,294

See notes to financial statements.

44

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Hillman Group, Inc., Initial Delayed Draw Term Loan, First Lien, 4.39% (LIBOR01M+275bps), 2/24/28 (b) (d) (e)	$	1,020,660	$	953,041
Hillman Group, Inc., Initial Term Loans, First Lien, 4.39% (LIBOR01M+275bps), 7/14/28 (b)		4,231,833		3,951,474
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.58% (LIBOR03M+375bps), 11/10/28 (b)		13,512,964		12,724,753
Hub International Ltd., Term Loan B, First Lien, 4.21% (LIBOR03M+300bps), 4/25/25 (b)		10,153,846		9,594,369
Hunter Douglas, Inc., Tranche B-1 Term Loans, First Lien, 4.84% (SOFR03M+350bps), 2/9/29 (b)		20,000,000		17,162,600
iHeartCommunications, Inc., Second Amendment Incremental Term Loan, First Lien, 4.31% (LIBOR01M+325bps), 5/1/26 (b)		6,975,912		6,478,878
iHeartCommunications, Inc., Term Loans, First Lien, 4.06% (LIBOR01M+300bps), 5/1/26 (b)		33,258,671		30,819,813
Innio North America Holding, Inc., Facility B USD, First Lien, 4.22% (LIBOR03M+325bps), 11/6/25 (b)		8,802,566		8,487,171
Intelsat Jackson Holdings SA, Term B loan, First Lien, 4.67% (SOFR06M+425bps), 2/1/29 (b)		30,250,905		27,674,133
Janus International Group LLC, Amendment No 3 Refinancing Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 2/15/25 (b)		19,464,477		18,326,973
Jo-Ann Stores LLC, Term B-1 Loan, First Lien, 5.96% (LIBOR03M+475bps), 6/30/28 (b)		18,351,300		12,754,154
Knight Health Holdings LLC, Term B Loans, First Lien, 6.31% (LIBOR01M+525bps), 12/17/28 (b)		23,382,500		19,173,650
LBM Acquisition LLC, Initial Term Loan, First Lien, 4.81% (LIBOR01M+375bps), 12/17/27 (b) (d)		24,465,342		19,992,833
Leslie's Poolmart, Inc., Term Loan B, First Lien, 3.02% (LIBOR06M+250bps), 3/9/28 (b)		17,335,694		16,443,600
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 6.32% (LIBOR03M+475bps), 12/15/24 (b)		12,796,530		12,604,582
Lifepoint Health, Inc., Term B Loans, First Lien, 4.81% (LIBOR01M+375bps), 11/16/25 (b)		13,231,875		12,320,067
LifeScan Global Corp., Initial Term Loan, First Lien, 6.96% (LIBOR03M+600bps), 10/1/24 (b)		21,698,568		18,841,518
LifeScan Global Corp., Initial Term Loan, Second Lien, 10.46% (LIBOR03M+950bps), 6/19/25 (b)		3,750,000		3,300,000
LSF11 A5 Holdco LLC, Term Loans, First Lien, 4.55% (SOFR01M+350bps), 10/15/28 (b)		13,965,000		13,031,160
Lucid Energy Group II Borrower LLC, Term Loan, First Lien, 5.87% (LIBOR01M+425bps), 11/24/28 (b)		28,795,998		28,374,425
Madison IAQ LLC, Initial Term Loans, First Lien, 4.89% (LIBOR06M+325bps), 6/16/28 (b)		20,295,000		18,434,557
McGraw Hill Education, Inc., Initial Term Loan, First Lien, 5.55% (LIBOR06M+475bps), 7/30/28 (b)		21,614,287		19,524,834
MHI Holdings LLC, Initial Term Loans, First Lien, 6.06% (LIBOR01M+500bps), 9/20/26 (b)		7,531,670		7,173,915
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 7.31% (LIBOR03M+525bps), 6/20/27 (b)		25,000,000		24,650,000

See notes to financial statements.

45

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Momentive Performance Materials, Inc., Initial Dollar Term Loan, First Lien, 4.31% (LIBOR01M+325bps), 5/15/24 (b)	$	8,622,688	$	8,313,738
Navicure, Inc., Initial Term Loans, First Lien, 5.06% (LIBOR01M+400bps), 10/23/26 (b)		10,832,690		10,250,433
NorthRiver Midstream Finance LP, Initial Term Loan B, First Lien, 4.22% (LIBOR03M+325bps), 10/1/25 (b)		11,717,136		11,405,343
Packaging Coordinators Midco, Inc., Term B Loans, First Lien, 4.76% (LIBOR03M+375bps), 12/1/27 (b)		13,053,361		12,308,275
Padagis LLC, Term B Loans, First Lien, 5.72% (LIBOR03M+475bps), 7/6/28 (b)		3,000,000		2,752,500
Park River Holdings, Inc., Initial Term Loans, First Lien, 4.22% (LIBOR03M+325bps), 1/20/28 (b)		9,899,952		8,056,086
Peraton Corp., Term B Loans, First Lien, 4.81% (LIBOR01M+375bps), 2/1/28 (b)		11,150,543		10,447,613
Petco Health and Wellness Co., Inc., Initial Term Loans, First Lien, 4.26% (LIBOR03M+325bps), 2/25/28 (b)		35,515,318		33,401,091
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (b)		28,561,737		26,805,190
PG&E Corp., Term Loans, First Lien, 4.06% (LIBOR01M+300bps), 6/23/25 (b)		10,794,774		10,152,485
Phoenix Newco, Inc., Initial Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 11/15/28 (b)		4,950,000		4,638,150
Presidio Holdings, Inc., Term Loan B, First Lien, 4.74% (LIBOR03M+350bps), 12/19/26 (b)		6,620,829		6,251,188
Presidio Holdings, Inc., Term Loan B, First Lien, 4.56% (LIBOR01M+350bps), 12/19/26 (b)		311,236		293,859
Radiology Partners, Inc., Term Loan New, First Lien, 5.89% (LIBOR01M+425bps), 7/9/25 (b)		26,451,802		23,634,685
Renaissance Holding Corp., Second Incremental Term Loans, First Lien, 5.58% (SOFR01M+450bps), 3/16/27 (b)		2,500,000		2,381,250
Rent-A-Center, Facility Term Loan B2, First Lien, 4.31% (LIBOR01M+325bps), 2/17/28 (b)		4,112,626		3,688,532
Reynolds Group Holdings, Inc., Tranche B-2 U.S. Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 2/16/26 (b)		6,895,000		6,416,694
Ring Container Technologies Group LLC, Initial Term Loans, First Lien, 4.27% (LIBOR06M+375bps), 8/5/28 (b)		5,462,500		5,175,719
Rising Tide Holdings, Inc., Initial Term Loan, First Lien, 5.81% (LIBOR01M+475bps), 6/1/28 (b)		10,907,393		9,462,164
Robertshaw US Holding Corp., 2nd Lien Initial Term Loans, Second Lien, 9.06% (LIBOR01M+800bps), 2/15/26 (b)		4,000,000		2,600,000
Robertshaw US Holding Corp., Term Loan B, First Lien, 4.56% (LIBOR01M+350bps), 2/28/25 (b)		6,337,933		5,146,908
Ryan Specialty Group LLC, TL, First Lien, 4.13% (SOFR01M+300bps), 9/1/27 (b)		7,867,387		7,552,692
Scientific Games International, Inc., Initial Term B Loans, First Lien, 4.36% (SOFR01M+300bps), 4/16/29 (b)		11,000,000		10,422,500
Sedgwick Claims Management Services, Inc., Initial Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 12/31/25 (b)		6,925,752		6,489,430
Sinclair Television Group, Inc., Term Loan B-3, First Lien, 4.06% (LIBOR01M+300bps), 3/25/28 (b)		15,894,761		14,695,978

See notes to financial statements.

46

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Sparta US Holdco LLC, Initial Term Loan, First Lien, 4.62% (LIBOR01M+350bps), 4/30/28 (b)	$	3,980,000	$	3,790,950
SRS Distribution, Inc., 2022 Refinancing Term Loans, First Lien, 4.00% (SOFR06M+350bps), 6/4/28 (b)		4,987,500		4,582,266
SRS Distribution, Inc., 2021 Refinancing Term Loans, First Lien, 4.02% (LIBOR06M+350bps), 6/4/28 (b)		25,336,112		23,321,891
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien, 4.51% (LIBOR03M+350bps), 4/8/26 (b)		1,489,952		1,370,011
Station Casinos LLC, Term B-1 Facility Loans, First Lien, 3.31% (LIBOR01M+225bps), 2/8/27 (b)		14,280,912		13,404,207
Surgery Center Holdings, Inc., 2021 New Term Loans, First Lien, 4.95% (LIBOR01M+375bps), 8/31/26 (b)		22,304,934		20,736,674
SWF Holdings Corp. I, Initial Term Loans, First Lien, 5.60% (LIBOR01M+400bps), 10/6/28 (b)		33,166,875		27,155,379
Tailwind Smith Cooper Intermediate Corp., 2nd Lien Initial Term Loans, Second Lien, 10.24% (LIBOR03M+900bps), 5/28/27 (b)		3,000,000		2,703,750
Team Health Holdings, Inc., Facility Extending TLB, First Lien, 6.28% (SOFR01M+525bps), 2/17/27 (b)		24,433,097		20,432,177
Tenneco, Inc., Tranche B Term Loan, First Lien, 4.06% (LIBOR01M+300bps), 10/1/25 (b)		18,470,757		17,731,927
The Men's Wearhouse LLC, Term Loan, First Lien, 9.29% (LIBOR03M+800bps), 12/1/25 (b)		2,759,111		2,624,605
The Michaels Cos., Inc., Term B Loans, First Lien, 5.26% (LIBOR03M+425bps), 4/15/28 (b)		24,286,002		19,941,479
Thor Industries, Inc., Term B-1, First Lien, 4.06% (LIBOR01M+300bps), 2/1/26 (b)		6,476,602		6,303,871
Titan Acquisition Ltd., Initial Term Loan, First Lien, 3.35% (LIBOR06M+300bps), 3/28/25 (b)		13,652,165		12,488,864
Transdigm, Inc., Tranche F Refinancing Term Loan, First Lien, 3.31% (LIBOR01M+225bps), 12/9/25 (b)		14,780,207		13,983,702
Traverse Midstream Partners LLC, Advance, First Lien, 5.95% (SOFR06M+425bps) (b)		320,824		305,319
Traverse Midstream Partners LLC, Advance, First Lien, 5.38% (SOFR03M+425bps), 9/27/24 (b)		13,662,951		13,002,620
TricorBraun Holdings, Inc., Closing Date Initial Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 3/3/28 (b)		12,636,843		11,722,946
Trident TPI Holdings, Inc., Tranche B-3 DDTL Commitments, First Lien, 5.06% (LIBOR01M+400bps), 9/17/28 (d)		372,574		348,729
Trident TPI Holdings, Inc., Tranche B-3 DDTL Commitments, First Lien, 5.06% (LIBOR01M+400bps), 9/17/28 (b) (d) (e)		556,109		520,518
Trident TPI Holdings, Inc., Tranche B-3 Initial Term Loans, First Lien, 5.06% (LIBOR01M+400bps), 9/17/28 (b)		6,525,110		6,107,503
Triton Water Holdings, Inc., Initial Term Loan, First Lien, 4.51% (LIBOR03M+350bps), 3/31/28 (b)		15,753,275		13,891,080
Truck Hero, Inc., Initial Term Loans, First Lien, 4.56% (LIBOR01M+325bps), 2/24/28 (b)		18,064,636		16,113,656
U.S. Renal Care, Inc., Initial Term Loan, First Lien, 6.06% (LIBOR01M+500bps), 7/26/26 (b)		22,656,763		15,430,841

See notes to financial statements.

47

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June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
United Airlines, Inc., Class B Term Loans, First Lien, 5.39% (LIBOR01M+375bps), 4/21/28 (b)	$	20,779,649	$	19,260,241
Univision Communications, Inc., 2021 Replacement New First-Lien Term, First Lien, 4.31% (LIBOR01M+325bps), 3/24/26 (b)		14,701,823		13,862,643
Univision Communications, Inc., Initial First-Lien Term Loans, First Lien, 4.31% (LIBOR01M+325bps), 5/7/28 (b)		8,478,750		7,906,434
Upstream Rehabilitation, August 2021 Incremental TL, First Lien, 5.40% (SOFR01M+425bps), 11/20/26 (b)		6,944,962		6,324,291
USI, Inc., 2017 New Term Loans, First Lien, 4.01% (LIBOR03M+300bps), 5/16/24 (b)		17,529,466		16,773,596
UTZ Quality Foods LLC, 2021 New Term Loans, First Lien, 4.06% (LIBOR01M+300bps), 1/20/28 (b)		3,900,011		3,709,885
Verscend Holding Corp., New Term Loan B-1 Facility, First Lien, 5.06% (LIBOR01M+400bps), 8/27/25 (b)		9,788,064		9,347,602
Weber-Stephen Products LLC, Initial Term B Loans, First Lien, 4.31% (LIBOR01M+325bps), 10/30/27 (b)		17,298,100		15,654,780
Welbilt, Inc., Facility TL, First Lien, 3.56% (LIBOR01M+250bps), 10/23/25 (b)		15,000,000		14,743,800
WestJet Airlines Ltd., Initial Term Loan, First Lien, 4.74% (LIBOR06M+300bps), 12/11/26 (b)		23,754,272		21,212,565
White Cap Buyer LLC, Initial Closing Date Term Loan, First Lien, 4.78% (SOFR01M+375bps), 10/19/27 (b)		11,337,734		10,416,543
WireCo WorldGroup, Inc., Initial Term Loan, First Lien, 5.69% (LIBOR03M+425bps), 11/13/28 (b)		15,811,852		14,823,611
WP CPP Holdings LLC, Term Loan Second Lien, Second Lien, 8.99% (LIBOR03M+775bps), 4/30/26 (b)		2,000,000		1,620,000
WP CPP Holdings LLC, Term Loans, First Lien, 4.99% (LIBOR03M+375bps), 4/30/25 (b)		9,766,799		8,050,674
WP CPP Holdings LLC, Term Loans, First Lien, 4.81% (LIBOR01M+375bps), 4/30/25 (b)		24,231		19,973
Total Senior Secured Loans (Cost $1,997,542,041)				1,816,538,895
Corporate Bonds (4.7%)
Communication Services (1.3%):
Audacy Capital Corp., 6.50%, 5/1/27, Callable 7/22/22 @ 104.88 (f)		2,000,000		1,215,260
CSC Holdings LLC 5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (f)		1,250,000		909,400
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 8/8/22 @ 103.38 (f) (g)		8,247,000		7,600,600
Frontier Communications Holdings LLC, 5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (f) (g)		1,460,000		1,247,643
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 7/22/22 @ 104.19 (g)		4,500,000		3,595,950
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (f) (g)		15,350,000		11,360,075
				25,928,928

See notes to financial statements.

48

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Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Consumer Discretionary (0.8%):
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (f) (g)	$	6,000,000	$	5,044,860
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (f) (g)		1,070,000		708,511
Premier Entertainment Sub LLC/Premier Entertainment Finance Corp., 5.88%, 9/1/31, Callable 9/1/26 @ 102.98 (f) (g)		4,000,000		2,774,680
Scientific Games Holdings LP/Scientific Games US FinCo., Inc., 6.63%, 3/1/30, Callable 3/1/25 @ 103.31 (f) (g)		2,750,000		2,338,793
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 7/22/22 @ 109.75 (f) (g)		6,000,000		6,155,640
				17,022,484
Energy (0.5%):
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (f)		2,334,000		2,093,131
CITGO Holding, Inc., 9.25%, 8/1/24, Callable 8/8/22 @ 102.31 (f)		2,750,000		2,676,273
PBF Holding Co. LLC/PBF Finance Corp., 6.00%, 2/15/28, Callable 2/15/23 @ 103		5,534,000		4,690,120
				9,459,524
Financials (0.3%):
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (f) (g)		4,000,000		3,313,520
SWF Escrow Issuer Corp., 6.50%, 10/1/29, Callable 10/1/24 @ 103.25 (f) (g)		2,899,000		2,024,835
U.S. Renal Care, Inc., 10.63%, 7/15/27, Callable 8/8/22 @ 105.31 (f)		1,120,000		434,000
				5,772,355
Health Care (1.5%):
Air Methods Corp., 8.00%, 5/15/25, Callable 8/8/22 @ 100 (f) (g)		14,250,000		9,325,628
Bausch Health Cos., Inc., 5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (f) (g)		10,466,000		5,449,018
CHS/Community Health Systems, Inc., 6.13%, 4/1/30, Callable 4/1/25 @ 103.06 (f)		6,500,000		3,970,135
LifePoint Health, Inc., 5.38%, 1/15/29, Callable 1/15/24 @ 102.69 (f)		2,650,000		1,946,054
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (f) (g)		3,200,000		2,404,864
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/22/22 @ 100 (f) (g)		8,383,000		5,906,494
				29,002,193
Industrials (0.2%):
American Airlines, Inc., 11.75%, 7/15/25 (f) (g)		820,000		848,692
Wabash National Corp., 4.50%, 10/15/28, Callable 10/15/24 @ 102.25 (f) (g)		3,950,000		3,078,788
				3,927,480
Information Technology (0.1%):
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (f) (g)		1,800,000		1,735,668
Total Corporate Bonds (Cost $121,249,797)				92,848,632

See notes to financial statements.

49

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Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

Security Description	Principal Amount		Value
Yankee Dollars (0.3%)
Communication Services (0.1%):
Telesat Canada/Telesat LLC, 5.63%, 12/6/26, Callable 12/6/23 @ 102.81 (f) (g)	$	4,350,000	$	2,708,571
Industrials (0.2%):
Bombardier, Inc., 7.88%, 4/15/27, Callable 8/8/22 @ 103.94 (f) (g)		1,000,000		832,320
VistaJet Malta Finance PLC/XO Management Holding, Inc., 6.38%, 2/1/30, Callable 2/1/25 @ 103.19 (f) (g)		3,650,000		2,921,569
				3,753,889
Total Yankee Dollars (Cost $8,231,809)				6,462,460
Total Investments (Cost $2,127,216,018) — 97.4%				1,915,985,930
Other assets in excess of liabilities — 2.6%				50,444,902
NET ASSETS — 100.00%			$	1,966,430,832

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

(b)  Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2022.

(c)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

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

(e)  The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. At June 30, 2022, the Fund held unfunded or partially unfunded loan commitments of $1,202,027, which included a $84,449 unrealized loss.

(f)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $91,025,022 and amounted to 4.6% of net assets.

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

bps — Basis points

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2022, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

50

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Victory Floating Rate Fund Schedule of Portfolio Investments — continued
June 30, 2022

  (Unaudited)

REIT — Real Estate Investment Trust

SOFR — Secured Overnight Financing Rate

SOFR01M — 1 Month SOFR, rate disclosed as of June 30, 2022

SOFR03M — 3 Month SOFR, rate disclosed as of June 30, 2022

SOFR06M — 6 Month SOFR, rate disclosed as of June 30, 2022

See notes to financial statements.

51

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
Assets:
Investments, at value (Cost $23,820,876, $202,655,009 and $347,354,662)	$	22,027,307	(a)	$	196,119,456	(b)	$	293,195,057	(c)
Cash		537,465			5,885,886			452,258
Deposit with broker for futures contracts		254,791			1,742,581			—
Deposit with broker for swap contracts		111,306			1,051,703			—
Receivables:
Interest and dividends		129,828			1,156,978			5,167,848
Capital shares issued		970			105,727			539,664
Investments sold		6,424			—			6,941,067
Variation margin on open futures contracts		30,560			95,600			—
Variation margin on open swap contracts		—			1,100			—
From Adviser		21,553			22,453			48,187
Prepaid expenses		24,558			36,681			46,267
Total Assets		23,144,762			206,218,165			306,390,348
Liabilities:
Payables:
Collateral received on loaned securities		570,657			3,033,487			30,308,807
Distributions		605			37,896			213,620
Investments purchased		1,743,333			—			275,000
Capital shares redeemed		5,465			177,943			660,347
Variation margin on open futures contracts		14,378			117,353			—
Variation margin on open swap agreements		—			17,000			—
Accrued expenses and other payables:
Investment advisory fees		8,582			75,064			145,753
Administration fees		928			9,036			13,110
Custodian fees		1,463			2,725			4,416
Transfer agent fees		8,971			45,843			60,640
Compliance fees		12			123			191
12b-1 fees		2,368			10,702			18,673
Other accrued expenses		8,137			19,430			25,121
Total Liabilities		2,364,899			3,546,602			31,725,678
Net Assets:
Capital		22,442,083			238,264,157			338,262,881
Total accumulated earnings/(loss)		(1,662,220	)		(35,592,594	)		(63,598,211	)
Net Assets	$	20,779,863		$	202,671,563		$	274,664,670
Net Assets
Class A	$	16,369,256		$	84,648,097		$	34,439,186
Class C		331,811			4,748,110			27,872,135
Class R		2,751,982			1,178,516			15,904,789
Class Y		1,326,814			112,096,840			196,448,560
Total	$	20,779,863		$	202,671,563		$	274,664,670
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,845,011			8,714,296			6,213,565
Class C		37,418			488,703			5,016,852
Class R		309,395			121,338			2,861,713
Class Y		149,740			11,536,419			35,613,244
Total		2,341,564			20,860,756			49,705,374
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	8.87		$	9.71		$	5.54
Class C (d)		8.87			9.72			5.56
Class R		8.89			9.71			5.56
Class Y		8.86			9.72			5.52
Maximum Sales Charge — Class A		2.25	%		2.25	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	9.07		$	9.93		$	5.67

(a)  Includes $552,020 of securities on loan.

(b)  Includes $2,955,531 of securities on loan.

(c)  Includes $28,669,708 of securities on loan.

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

See notes to financial statements.

52

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
Assets:
Investments, at value (Cost $51,603,579, $46,802,573 and $2,127,216,018)	$	49,366,209		$	42,090,282		$	1,915,985,930
Cash		158,002			343,676			2,614,289
Receivables:
Interest and dividends		517,374			560,607			14,852,153
Capital shares issued		3,407			3,569			2,760,260
Investments sold		—			—			80,142,670
From Adviser		19,690			23,999			286,380
Prepaid expenses		28,835			19,090			43,138
Total Assets		50,093,517			43,041,223			2,016,684,820
Liabilities:
Payables:
Distributions		7,752			7,932			1,547,691
To affiliate on interfund lending		—			—			18,261,000
Investments purchased		552,040			—			14,349,010
Capital shares redeemed		39,271			93,851			14,329,908
Accrued expenses and other payables:
Investment advisory fees		20,498			17,761			1,125,533
Administration fees		2,215			1,916			94,514
Custodian fees		1,741			1,788			42,804
Transfer agent fees		9,687			8,243			312,632
Compliance fees		30			26			1,393
Trustees' fees		—			—			1,775
12b-1 fees		4,123			3,475			62,438
Other accrued expenses		8,537			7,437			125,290
Total Liabilities		645,894			142,429			50,253,988
Net Assets:
Capital		51,982,115			47,698,740			2,404,014,212
Total accumulated earnings/(loss)		(2,534,492	)		(4,799,946	)		(437,583,380	)
Net Assets	$	49,447,623		$	42,898,794		$	1,966,430,832
Net Assets
Class A	$	33,721,809		$	27,776,708		$	303,348,746
Class C		1,687,767			1,587,845			72,649,797
Class R		—			—			569,248
Class Y		14,038,047			10,218,562			1,585,656,398
Member Class		—			3,315,679			4,206,643
Total	$	49,447,623		$	42,898,794		$	1,966,430,832
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		3,943,947			2,949,825			36,155,571
Class C		197,488			168,643			8,655,108
Class R		—			—			67,862
Class Y		1,642,524			1,085,045			188,903,976
Member Class		—			352,094			501,530
Total		5,783,959			4,555,607			234,284,047
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	8.55		$	9.42		$	8.39
Class C (a)		8.55			9.42			8.39
Class R		—			—			8.39
Class Y		8.55			9.42			8.39
Member Class		—			9.42			8.39
Maximum Sales Charge — Class A		2.25	%		2.25	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	8.75		$	9.64		$	8.58

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

See notes to financial statements.

53

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory INCORE Investment Quality Bond Fund			Victory INCORE Low Duration Bond Fund			Victory High Yield Fund
Investment Income:
Dividends	$	27,866		$	159,436		$	80,538
Interest		221,866			1,630,247			11,009,965
Securities lending (net of fees)		2,938			17,713			162,296
Total Income		252,670			1,807,396			11,252,799
Expenses:
Investment advisory fees		55,261			463,192			969,805
Administration fees		5,972			55,620			87,329
Sub-Administration fees		8,428			8,428			8,428
12b-1 fees — Class A		21,706			97,044			53,601
12b-1 fees — Class C		2,061			26,099			155,560
12b-1 fees — Class R		7,217			2,962			44,710
Custodian fees		4,357			8,269			13,520
Transfer agent fees — Class A		15,742			51,909			22,236
Transfer agent fees — Class C		280			1,812			8,023
Transfer agent fees — Class R		3,025			858			2,348
Transfer agent fees — Class Y		939			47,261			136,751
Trustees' fees		1,360			6,498			10,044
Compliance fees		80			729			1,168
Legal and audit fees		5,840			10,932			14,755
State registration and filing fees		25,600			31,190			40,555
Other expenses		10,830			17,725			26,255
Total Expenses		168,698			830,528			1,595,088
Expenses waived/reimbursed by Adviser		(63,495	)		(73,336	)		(123,693	)
Net Expenses		105,203			757,192			1,471,395
Net Investment Income (Loss)		147,467			1,050,204			9,781,404
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(251,181	)		(1,280,621	)		(7,191,413	)
Net realized gains (losses) from futures contracts		(119,963	)		1,638,273			—
Net realized gains (losses) from swap agreements		6,365			(108,260	)		—
Net change in unrealized appreciation/ depreciation on investment securities		(2,517,629	)		(8,945,611	)		(57,516,476	)
Net change in unrealized appreciation/ depreciation on futures contracts		34,508			105,804			—
Net change in unrealized appreciation/ depreciation on swap agreements		(258	)		(584,075	)		—
Net realized/unrealized gains (losses) on investments		(2,848,158	)		(9,174,490	)		(64,707,889	)
Change in net assets resulting from operations	$	(2,700,691	)	$	(8,124,286	)	$	(54,926,485	)

See notes to financial statements.

54

Victory Portfolios Statements of Operations
For the Six Months Ended June 30, 2022

  (Unaudited)

	Victory Tax-Exempt Fund			Victory High Income Municipal Bond Fund			Victory Floating Rate Fund
Investment Income:
Dividends	$	3,847		$	8,273		$	555,552
Interest		1,013,330			1,108,135			57,475,806
Total Income		1,017,177			1,116,408			58,031,358
Expenses:
Investment advisory fees		122,928			119,689			7,412,664
Administration fees		13,286			12,934			616,152
Sub-Administration fees		8,428			8,428			8,429
12b-1 fees — Class A		41,228			38,391			432,784
12b-1 fees — Class C		9,276			9,277			399,515
12b-1 fees — Class R		—			—			1,519
Custodian fees		3,643			3,869			128,797
Transfer agent fees — Class A		13,002			9,246			158,811
Transfer agent fees — Class C		1,015			870			35,011
Transfer agent fees — Class R		—			—			513
Transfer agent fees — Class Y		6,182			4,340			709,301
Transfer agent fees — Member Class		—			958			1,792
Trustees' fees		2,124			2,113			64,438
Compliance fees		175			174			8,104
Legal and audit fees		5,830			5,806			121,781
State registration and filing fees		20,426			29,643			124,863
Interfund lending fees		—			—			7,783
Other expenses		7,204			8,505			131,941
Total Expenses		254,747			254,243			10,364,198
Expenses waived/reimbursed by Adviser		(58,582	)		(72,209	)		(674,173	)
Net Expenses		196,165			182,034			9,690,025
Net Investment Income (Loss)		821,012			934,374			48,341,333
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		14,763			(69,810	)		(41,840,643	)
Net change in unrealized appreciation/ depreciation on investment securities		(6,642,643	)		(7,898,424	)		(199,567,574	)
Net realized/unrealized gains (losses) on investments		(6,627,880	)		(7,968,234	)		(241,408,217	)
Change in net assets resulting from operations	$	(5,806,868	)	$	(7,033,860	)	$	(193,066,884	)

See notes to financial statements.

55

Victory Portfolios Statements of Changes in Net Assets

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	147,467		$	302,821		$	1,050,204		$	2,291,642		$	9,781,404		$	15,725,344
Net realized gains (losses) from investments		(364,779	)		414,092			249,392			2,765,191			(7,191,413	)		5,672,619
Net change in unrealized appreciation/ depreciation on investments		(2,483,379	)		(892,085	)		(9,423,882	)		(3,020,467	)		(57,516,476	)		(7,935,627	)
Change in net assets resulting from operations		(2,700,691	)		(175,172	)		(8,124,286	)		2,036,366			(54,926,485	)		13,462,336
Distributions to Shareholders:
Class A		(136,029	)		(336,494	)		(442,323	)		(879,844	)		(1,273,385	)		(2,461,269	)
Class C		(1,409	)		(5,625	)		(9,372	)		(21,804	)		(814,806	)		(1,335,016	)
Class R		(16,725	)		(40,583	)		(4,230	)		(7,637	)		(505,744	)		(979,672	)
Class Y		(13,013	)		(38,987	)		(825,378	)		(1,922,795	)		(7,217,382	)		(11,295,501	)
Change in net assets resulting from distributions to shareholders		(167,176	)		(421,689	)		(1,281,303	)		(2,832,080	)		(9,811,317	)		(16,071,458	)
Change in net assets resulting from capital transactions		(972,839	)		(5,104,106	)		(5,209,767	)		(42,237,361	)		615,134			88,777,937
Change in net assets		(3,840,706	)		(5,700,967	)		(14,615,356	)		(43,033,075	)		(64,122,668	)		86,168,815
Net Assets:
Beginning of period		24,620,569			30,321,536			217,286,919			260,319,994			338,787,338			252,618,523
End of period	$	20,779,863		$	24,620,569		$	202,671,563		$	217,286,919		$	274,664,670		$	338,787,338

  (continues on next page)

See notes to financial statements.

56

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	674,579		$	3,219,691		$	23,637,951		$	27,443,659		$	2,555,513		$	18,887,212
Distributions reinvested		132,413			327,179			401,474			797,627			875,733			1,668,744
Cost of shares redeemed		(1,476,847	)		(5,233,205	)		(12,758,167	)		(21,402,058	)		(9,821,871	)		(9,668,773	)
Total Class A	$	(669,855	)	$	(1,686,335	)	$	11,281,258		$	6,839,228		$	(6,390,625	)	$	10,887,183
Class C
Proceeds from shares issued	$	830		$	1,689		$	1,109,704		$	1,947,527		$	2,666,605		$	10,304,554
Distributions reinvested		1,409			5,578			8,934			20,254			472,626			672,575
Cost of shares redeemed		(100,496	)		(2,020,890	)		(1,665,272	)		(19,935,340	)		(1,937,916	)		(3,823,976	)
Total Class C	$	(98,257	)	$	(2,013,623	)	$	(546,634	)	$	(17,967,559	)	$	1,201,315		$	7,153,153
Class R
Proceeds from shares issued	$	68,919		$	265,416		$	161,059		$	250,815		$	275,157		$	979,946
Distributions reinvested		16,714			40,505			4,230			7,615			59,523			107,948
Cost of shares redeemed		(170,725	)		(626,813	)		(146,188	)		(169,252	)		(93,240	)		(984,832	)
Total Class R	$	(85,092	)	$	(320,892	)	$	19,101		$	89,178		$	241,440		$	103,062
Class Y
Proceeds from shares issued	$	45,972		$	432,578		$	28,884,297		$	70,433,564		$	92,123,798		$	189,927,452
Distributions reinvested		12,882			38,854			667,781			1,562,121			7,208,339			11,280,860
Cost of shares redeemed		(178,489	)		(1,554,688	)		(45,515,570	)		(103,193,893	)		(93,769,133	)		(130,573,773	)
Total Class Y	$	(119,635	)	$	(1,083,256	)	$	(15,963,492	)	$	(31,198,208	)	$	5,563,004		$	70,634,539
Change in net assets resulting from capital transactions	$	(972,839	)	$	(5,104,106	)	$	(5,209,767	)	$	(42,237,361	)	$	615,134		$	88,777,937

  (continues on next page)

See notes to financial statements.

57

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory INCORE Investment Quality Bond Fund						Victory INCORE Low Duration Bond Fund						Victory High Yield Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		71,332			317,256			2,396,053			2,689,921			406,399			2,747,182
Reinvested		14,218			32,480			40,636			78,254			141,007			243,419
Redeemed		(155,212	)		(519,236	)		(1,290,046	)		(2,097,475	)		(1,584,935	)		(1,409,340	)
Total Class A		(69,662	)		(169,500	)		1,146,643			670,700			(1,037,529	)		1,581,261
Class C
Issued		89			167			111,789			191,248			421,830			1,495,332
Reinvested		151			554			906			1,986			76,171			97,913
Redeemed		(10,851	)		(198,568	)		(167,924	)		(1,954,241	)		(310,567	)		(555,259	)
Total Class C		(10,611	)		(197,847	)		(55,229	)		(1,761,007	)		187,434			1,037,986
Class R
Issued		7,376			26,305			16,141			24,662			42,767			141,863
Reinvested		1,792			4,012			428			747			9,599			15,703
Redeemed		(17,592	)		(62,127	)		(14,695	)		(16,595	)		(15,076	)		(143,250	)
Total Class R		(8,424	)		(31,810	)		1,874			8,814			37,290			14,316
Class Y
Issued		4,938			42,628			2,905,887			6,908,185			14,406,017			27,774,023
Reinvested		1,384			3,862			67,489			153,191			1,169,035			1,654,148
Redeemed		(18,970	)		(153,909	)		(4,584,840	)		(10,114,574	)		(15,066,232	)		(19,136,526	)
Total Class Y		(12,648	)		(107,419	)		(1,611,464	)		(3,053,198	)		508,820			10,291,645
Change in Shares		(101,345	)		(506,576	)		(518,176	)		(4,134,691	)		(303,985	)		12,925,208

See notes to financial statements.

58

Victory Portfolios Statements of Changes in Net Assets

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net investment income (loss)	$	821,012		$	1,441,183		$	934,374		$	1,590,070		$	48,341,333		$	65,098,792
Net realized gains (losses) from investments		14,763			1,382,468			(69,810	)		209,201			(41,840,643	)		408,615
Net change in unrealized appreciation/ depreciation on investments		(6,642,643	)		(770,070	)		(7,898,424	)		1,002,109			(199,567,574	)		(12,438,598	)
Change in net assets resulting from operations		(5,806,868	)		2,053,581			(7,033,860	)		2,801,380			(193,066,884	)		53,068,809
Distributions to Shareholders:
Class A		(550,202	)		(1,954,076	)		(594,184	)		(1,162,366	)		(7,163,198	)		(11,345,229	)
Class C		(23,491	)		(103,696	)		(28,585	)		(78,359	)		(1,327,377	)		(2,286,259	)
Class R		—			—			—			—			(10,878	)		(16,736	)
Class Y		(247,319	)		(814,249	)		(250,606	)		(435,742	)		(40,365,698	)		(51,994,941	)
Member Class		—			—			(60,999	)		(45,997	)		(88,591	)		(35,024	)
Change in net assets resulting from distributions to shareholders		(821,012	)		(2,872,021	)		(934,374	)		(1,722,464	)		(48,955,742	)		(65,678,189	)
Change in net assets resulting from capital transactions		4,756,285			(9,358,432	)		(2,617,707	)		6,876,625			6,014,083			1,551,086,684
Change in net assets		(1,871,595	)		(10,176,872	)		(10,585,941	)		7,955,541			(236,008,543	)		1,538,477,304
Net Assets:
Beginning of period		51,319,218			61,496,090			53,484,735			45,529,194			2,202,439,375			663,962,071
End of period	$	49,447,623		$	51,319,218		$	42,898,794		$	53,484,735		$	1,966,430,832		$	2,202,439,375

  (continues on next page)

See notes to financial statements.

59

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	8,698,504		$	7,231,915		$	336,020		$	9,753,917		$	75,487,539		$	266,345,825
Distributions reinvested		511,085			1,806,265			552,147			1,080,764			6,274,877			10,126,690
Cost of shares redeemed		(6,384,063	)		(5,160,768	)		(2,377,450	)		(3,548,527	)		(91,865,509	)		(90,141,473	)
Total Class A	$	2,825,526		$	3,877,412		$	(1,489,283	)	$	7,286,154		$	(10,103,093	)	$	186,331,042
Class C
Proceeds from shares issued	$	268,511		$	212,297		$	19,878		$	234,228		$	12,437,949		$	48,665,824
Distributions reinvested		22,294			99,658			28,445			74,083			1,185,416			2,087,262
Cost of shares redeemed		(385,258	)		(4,766,843	)		(347,200	)		(7,590,095	)		(13,723,713	)		(64,541,146	)
Total Class C	$	(94,453	)	$	(4,454,888	)	$	(298,877	)	$	(7,281,784	)	$	(100,348	)	$	(13,788,060	)
Class R
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	153,717		$	370,964
Distributions reinvested		—			—			—			—			10,778			16,539
Cost of shares redeemed		—			—			—			—			(132,931	)		(82,647	)
Total Class R	$	—		$	—		$	—		$	—		$	31,564		$	304,856
Class Y
Proceeds from shares issued	$	6,481,699		$	7,289,073		$	1,911,300		$	5,118,372		$	793,701,476		$	1,691,635,496
Distributions reinvested		240,337			789,622			244,721			423,799			34,145,638			45,070,085
Cost of shares redeemed		(4,696,824	)		(16,859,651	)		(3,943,276	)		(1,382,882	)		(814,213,526	)		(360,535,842	)
Total Class Y	$	2,025,212		$	(8,780,956	)	$	(1,787,255	)	$	4,159,289		$	13,633,588		$	1,376,169,739
Member Class
Proceeds from shares issued	$	—		$	—		$	1,816,602		$	2,791,673		$	3,210,456		$	2,614,800
Distributions reinvested		—			—			60,999			45,997			88,591			35,024
Cost of shares redeemed		—			—			(919,893	)		(124,704	)		(746,675	)		(580,717	)
Total Member Class	$	—		$	—		$	957,708		$	2,712,966		$	2,552,372		$	2,069,107
Change in net assets resulting from capital transactions	$	4,756,285		$	(9,358,432	)	$	(2,617,707	)	$	6,876,625		$	6,014,083		$	1,551,086,684

  (continues on next page)

See notes to financial statements.

60

Victory Portfolios Statements of Changes in Net Assets

  (continued)

	Victory Tax-Exempt Fund						Victory High Income Municipal Bond Fund						Victory Floating Rate Fund
	Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021			Six Months Ended June 30, 2022 (Unaudited)			Year Ended December 31, 2021
Share Transactions:
Class A
Issued		996,879			722,275			33,424			892,208			8,257,660			28,352,164
Reinvested		56,732			182,127			54,872			97,863			703,369			1,079,897
Redeemed		(719,474	)		(514,040	)		(236,931	)		(321,447	)		(10,289,489	)		(9,602,493	)
Total Class A		334,137			390,362			(148,635	)		668,624			(1,328,460	)		19,829,568
Class C
Issued		28,033			21,295			2,072			21,158			1,360,846			5,176,179
Reinvested		2,471			10,059			2,827			6,716			133,039			222,482
Redeemed		(41,385	)		(476,876	)		(33,994	)		(695,638	)		(1,529,456	)		(6,865,599	)
Total Class C		(10,881	)		(445,522	)		(29,095	)		(667,764	)		(35,571	)		(1,466,938	)
Class R
Issued		—			—			—			—			16,755			39,473
Reinvested		—			—			—			—			1,211			1,764
Redeemed		—			—			—			—			(14,658	)		(8,787	)
Total Class R		—			—			—			—			3,308			32,450
Class Y
Issued		701,221			723,170			185,172			464,246			87,121,619			179,923,304
Reinvested		26,685			79,624			24,266			38,361			3,824,897			4,805,331
Redeemed		(514,013	)		(1,688,841	)		(394,938	)		(125,470	)		(91,552,742	)		(38,433,801	)
Total Class Y		213,893			(886,047	)		(185,500	)		377,137			(606,226	)		146,294,834
Member Class
Issued		—			—			181,816			251,536			349,206			278,912
Reinvested		—			—			6,076			4,154			9,979			3,741
Redeemed		—			—			(93,088	)		(11,298	)		(85,169	)		(61,820	)
Total Member Class		—			—			94,804			244,392			274,016			220,833
Change in Shares		537,149			(941,207	)		(268,426	)		622,389			(1,692,933	)		164,910,747

See notes to financial statements.

61

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	10.08		0.06		(1.20	)		(1.14	)		(0.07	)		(0.07	)
Year Ended December 31:
2021	$	10.28		0.12		(0.16	)		(0.04	)		(0.16	)		(0.16	)
2020	$	9.72		0.16		0.61			0.77			(0.21	)		(0.21	)
2019	$	9.26		0.20		0.49			0.69			(0.23	)		(0.23	)
2018	$	9.59		0.21		(0.29	)		(0.08	)		(0.25	)		(0.25	)
2017	$	9.48		0.18		0.16			0.34			(0.23	)		(0.23	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	10.07		0.02		(1.19	)		(1.17	)		(0.03	)		(0.03	)
Year Ended December 31:
2021	$	10.27		0.03		(0.16	)		(0.13	)		(0.07	)		(0.07	)
2020	$	9.72		0.08		0.59			0.67			(0.12	)		(0.12	)
2019	$	9.25		0.12		0.49			0.61			(0.14	)		(0.14	)
2018	$	9.58		0.13		(0.29	)		(0.16	)		(0.17	)		(0.17	)
2017	$	9.47		0.10		0.16			0.26			(0.15	)		(0.15	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	10.10		0.05		(1.21	)		(1.16	)		(0.05	)		(0.05	)
Year Ended December 31:
2021	$	10.30		0.08		(0.16	)		(0.08	)		(0.12	)		(0.12	)
2020	$	9.75		0.12		0.59			0.71			(0.16	)		(0.16	)
2019	$	9.28		0.16		0.50			0.66			(0.19	)		(0.19	)
2018	$	9.61		0.18		(0.30	)		(0.12	)		(0.21	)		(0.21	)
2017	$	9.50		0.14		0.16			0.30			(0.19	)		(0.19	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	10.06		0.08		(1.20	)		(1.12	)		(0.08	)		(0.08	)
Year Ended December 31:
2021	$	10.27		0.14		(0.16	)		(0.02	)		(0.19	)		(0.19	)
2020	$	9.71		0.19		0.60			0.79			(0.23	)		(0.23	)
2019	$	9.25		0.22		0.49			0.71			(0.25	)		(0.25	)
2018	$	9.58		0.23		(0.29	)		(0.06	)		(0.27	)		(0.27	)
2017	$	9.47		0.20		0.16			0.36			(0.25	)		(0.25	)

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

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

(c)  Annualized for periods less than one year.

See notes to financial statements.

62

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Investment Quality Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	8.87		(11.31	)%		0.90	%		1.39	%		1.36	%	$	16,369		23	%
Year Ended December 31:
2021	$	10.08		(0.37	)%		0.90	%		1.17	%		1.29	%	$	19,292		67	%
2020	$	10.28		7.94	%		0.90	%		1.60	%		1.27	%	$	21,423		80	%
2019	$	9.72		7.49	%		0.90	%		2.13	%		1.23	%	$	22,004		92	%
2018	$	9.26		(0.80	)%		0.90	%		2.27	%		1.13	%	$	24,049		115	%
2017	$	9.59		3.62	%		0.90	%		1.86	%		1.07	%	$	31,306		70	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	8.87		(11.61	)%		1.77	%		0.51	%		4.71	%	$	332		23	%
Year Ended December 31:
2021	$	10.07		(1.23	)%		1.77	%		0.33	%		3.67	%	$	484		67	%
2020	$	10.27		6.89	%		1.77	%		0.76	%		2.39	%	$	2,526		80	%
2019	$	9.72		6.65	%		1.77	%		1.28	%		2.23	%	$	2,824		92	%
2018	$	9.25		(1.66	)%		1.77	%		1.42	%		2.10	%	$	3,634		115	%
2017	$	9.58		2.74	%		1.77	%		0.99	%		1.91	%	$	6,127		70	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	8.89		(11.47	)%		1.30	%		0.98	%		1.95	%	$	2,752		23	%
Year Ended December 31:
2021	$	10.10		(0.77	)%		1.30	%		0.76	%		1.81	%	$	3,210		67	%
2020	$	10.30		7.37	%		1.30	%		1.16	%		1.84	%	$	3,603		80	%
2019	$	9.75		7.14	%		1.30	%		1.71	%		1.83	%	$	3,362		92	%
2018	$	9.28		(1.20	)%		1.30	%		1.88	%		1.69	%	$	3,192		115	%
2017	$	9.61		3.16	%		1.30	%		1.44	%		1.65	%	$	3,940		70	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	8.86		(11.13	)%		0.66	%		1.63	%		1.78	%	$	1,327		23	%
Year Ended December 31:
2021	$	10.06		(0.22	)%		0.66	%		1.42	%		1.53	%	$	1,634		67	%
2020	$	10.27		8.21	%		0.66	%		1.91	%		1.31	%	$	2,770		80	%
2019	$	9.71		7.76	%		0.66	%		2.35	%		1.24	%	$	3,412		92	%
2018	$	9.25		(0.56	)%		0.66	%		2.51	%		1.12	%	$	3,265		115	%
2017	$	9.58		3.87	%		0.66	%		2.09	%		0.98	%	$	4,421		70	%

(d)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

63

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Return of Capital
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	10.16		0.04		(0.43	)		(0.39	)		(0.06	)		—
Year Ended December 31:
2021	$	10.20		0.09		(0.02	)		0.07			(0.11	)		—
2020	$	9.99		0.14		0.24			0.38			(0.14	)		(0.03	)
2019	$	9.86		0.19		0.15			0.34			(0.20	)		(0.01	)
2018	$	9.99		0.16		(0.08	)		0.08			(0.21	)		—
2017	$	10.03		0.12		0.02			0.14			(0.18	)		—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	10.16		0.01		(0.43	)		(0.42	)		(0.02	)		—
Year Ended December 31:
2021	$	10.20		0.01		(0.02	)		(0.01	)		(0.03	)		—
2020	$	9.99		0.08		0.22			0.30			(0.07	)		(0.02	)
2019	$	9.85		0.12		0.16			0.28			(0.14	)		—	(f)
2018	$	9.99		0.09		(0.09	)		—	(f)		(0.14	)		—
2017	$	10.02		0.04		0.03			0.07			(0.10	)		—
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	10.16		0.02		(0.43	)		(0.41	)		(0.04	)		—
Year Ended December 31:
2021	$	10.20		0.05		(0.02	)		0.03			(0.07	)		—
2020	$	9.99		0.10		0.24			0.34			(0.10	)		(0.03	)
2019	$	9.86		0.15		0.15			0.30			(0.16	)		(0.01	)
2018	$	9.99		0.12		(0.08	)		0.04			(0.17	)		—
2017	$	10.02		0.08		0.03			0.11			(0.14	)		—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	10.16		0.06		(0.43	)		(0.37	)		(0.07	)		—
Year Ended December 31:
2021	$	10.20		0.11		(0.01	)		0.10			(0.14	)		—
2020	$	9.99		0.17		0.23			0.40			(0.15	)		(0.04	)
2019	$	9.86		0.21		0.16			0.37			(0.23	)		(0.01	)
2018	$	10.00		0.19		(0.10	)		0.09			(0.23	)		—
2017	$	10.03		0.15		0.02			0.17			(0.20	)		—

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

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

(c)  Annualized for periods less than one year.

See notes to financial statements.

64

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Low Duration Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		(0.06	)	$	9.71		(3.89	)%		0.85	%		0.91	%		0.96	%	$	84,648		43	%
Year Ended December 31:
2021		(0.11	)	$	10.16		0.71	%		0.85	%		0.87	%		0.95	%	$	76,901		58	%
2020		(0.17	)	$	10.20		3.85	%		0.85	%		1.39	%		0.95	%	$	70,357		85	%
2019		(0.21	)	$	9.99		3.51	%		0.85	%		1.93	%		0.95	%	$	61,972		50	%
2018		(0.21	)	$	9.86		0.73	%		0.85	%		1.66	%		0.90	%	$	96,210		45	%
2017		(0.18	)	$	9.99		1.47	%		0.85	%		1.21	%		0.90	%	$	149,287		62	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		(0.02	)	$	9.72		(4.16	)%		1.62	%		0.14	%		1.86	%	$	4,748		43	%
Year Ended December 31:
2021		(0.03	)	$	10.16		(0.07	)%		1.62	%		0.10	%		1.91	%	$	5,528		58	%
2020		(0.09	)	$	10.20		3.05	%		1.62	%		0.76	%		1.72	%	$	23,504		85	%
2019		(0.14	)	$	9.99		2.81	%		1.62	%		1.17	%		1.70	%	$	38,969		50	%
2018		(0.14	)	$	9.85		(0.04	)%		1.62	%		0.88	%		1.68	%	$	62,103		45	%
2017		(0.10	)	$	9.99		0.70	%		1.62	%		0.44	%		1.65	%	$	82,847		62	%
Class R
Six Months Ended June 30, 2022 (Unaudited)		(0.04	)	$	9.71		(4.09	)%		1.27	%		0.49	%		2.16	%	$	1,179		43	%
Year Ended December 31:
2021		(0.07	)	$	10.16		0.29	%		1.27	%		0.45	%		2.30	%	$	1,214		58	%
2020		(0.13	)	$	10.20		3.41	%		1.27	%		0.99	%		2.38	%	$	1,129		85	%
2019		(0.17	)	$	9.99		3.17	%		1.27	%		1.50	%		2.13	%	$	1,147		50	%
2018		(0.17	)	$	9.86		0.31	%		1.27	%		1.20	%		1.87	%	$	1,554		45	%
2017		(0.14	)	$	9.99		1.05	%		1.27	%		0.79	%		1.68	%	$	2,078		62	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		(0.07	)	$	9.72		(3.68	)%		0.62	%		1.13	%		0.65	%	$	112,097		43	%
Year Ended December 31:
2021		(0.14	)	$	10.16		0.94	%		0.62	%		1.10	%		0.67	%	$	133,644		58	%
2020		(0.19	)	$	10.20		4.08	%		0.62	%		1.64	%		0.68	%	$	165,330		85	%
2019		(0.24	)	$	9.99		3.76	%		0.62	%		2.12	%		0.69	%	$	164,509		50	%
2018		(0.23	)	$	9.86		0.96	%		0.62	%		1.87	%		0.68	%	$	180,034		45	%
2017		(0.20	)	$	10.00		1.71	%		0.62	%		1.44	%		0.65	%	$	271,294		62	%

(d)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

65

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory High Yield Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	6.79		0.19		(1.25	)		(1.06	)		(0.19	)		(0.19	)
Year Ended December 31:
2021	$	6.83		0.36		(0.03	)		0.33			(0.37	)		(0.37	)
2020	$	6.73		0.37		0.10			0.47			(0.37	)		(0.37	)
2019	$	6.20		0.37		0.54			0.91			(0.38	)		(0.38	)
2018	$	6.57		0.39		(0.37	)		0.02			(0.39	)		(0.39	)
2017	$	6.34		0.39		0.22			0.61			(0.38	)		(0.38	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	6.81		0.16		(1.25	)		(1.09	)		(0.16	)		(0.16	)
Year Ended December 31:
2021	$	6.85		0.31		(0.03	)		0.28			(0.32	)		(0.32	)
2020	$	6.75		0.33		0.10			0.43			(0.33	)		(0.33	)
2019	$	6.21		0.33		0.54			0.87			(0.33	)		(0.33	)
2018	$	6.58		0.34		(0.36	)		(0.02	)		(0.35	)		(0.35	)
2017	$	6.35		0.34		0.23			0.57			(0.34	)		(0.34	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	6.81		0.18		(1.25	)		(1.07	)		(0.18	)		(0.18	)
Year Ended December 31:
2021	$	6.85		0.34		(0.03	)		0.31			(0.35	)		(0.35	)
2020	$	6.75		0.35		0.10			0.45			(0.35	)		(0.35	)
2019	$	6.22		0.35		0.53			0.88			(0.35	)		(0.35	)
2018	$	6.59		0.37		(0.37	)		—	(g)		(0.37	)		(0.37	)
2017	$	6.35		0.37		0.23			0.60			(0.36	)		(0.36	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	6.76		0.19		(1.24	)		(1.05	)		(0.19	)		(0.19	)
Year Ended December 31:
2021	$	6.80		0.38		(0.04	)		0.34			(0.38	)		(0.38	)
2020	$	6.70		0.39		0.10			0.49			(0.39	)		(0.39	)
2019	$	6.17		0.39		0.53			0.92			(0.39	)		(0.39	)
2018	$	6.54		0.41		(0.37	)		0.04			(0.41	)		(0.41	)
2017	$	6.31		0.40		0.23			0.63			(0.40	)		(0.40	)

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

(b)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

(d)  Annualized for periods less than one year.

See notes to financial statements.

66

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)(c)			Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(f)
Victory High Yield Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	5.54		(15.92	)%		1.00	%		5.93	%		1.08	%	$	34,439		29	%
Year Ended December 31:
2021	$	6.79		4.86	%		1.00	%		5.22	%		1.08	%	$	49,271		67	%
2020	$	6.83		7.61	%		1.00	%		5.85	%		1.12	%	$	38,735		124	%
2019	$	6.73		14.90	%		1.00	%		5.70	%		1.12	%	$	31,602		87	%
2018	$	6.20		0.28	%		1.00	%		6.01	%		1.12	%	$	23,797		87	%
2017	$	6.57		9.93	%		1.00	%		5.99	%		1.13	%	$	21,882		174	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	5.56		(16.17	)%		1.70	%		5.23	%		1.79	%	$	27,872		29	%
Year Ended December 31:
2021	$	6.81		4.11	%		1.70	%		4.51	%		1.78	%	$	32,889		67	%
2020	$	6.85		6.84	%		1.70	%		5.14	%		1.81	%	$	25,957		124	%
2019	$	6.75		14.24	%		1.70	%		5.00	%		1.82	%	$	21,163		87	%
2018	$	6.21		(0.43	)%		1.70	%		5.29	%		1.84	%	$	19,432		87	%
2017	$	6.58		9.19	%		1.70	%		5.27	%		1.84	%	$	22,283		174	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	5.56		(15.99	)%		1.28	%		5.65	%		1.28	%	$	15,905		29	%
Year Ended December 31:
2021	$	6.81		4.55	%		1.28	%		4.93	%		1.28	%	$	19,243		67	%
2020	$	6.85		7.24	%		1.33	%		5.51	%		1.33	%	$	19,248		124	%
2019	$	6.75		14.48	%		1.33	%		5.37	%		1.33	%	$	18,818		87	%
2018	$	6.22		(0.07	)%		1.35	%		5.64	%		1.35	%	$	17,595		87	%
2017	$	6.59		9.64	%		1.35	%		5.61	%		1.36	%	$	19,217		174	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	5.52		(15.73	)%		0.76	%		6.22	%		0.84	%	$	196,449		29	%
Year Ended December 31:
2021	$	6.76		5.15	%		0.76	%		5.49	%		0.84	%	$	237,385		67	%
2020	$	6.80		7.88	%		0.76	%		6.11	%		0.90	%	$	168,677		124	%
2019	$	6.70		15.25	%		0.76	%		5.96	%		0.92	%	$	108,171		87	%
2018	$	6.17		0.52	%		0.76	%		6.32	%		0.97	%	$	21,060		87	%
2017	$	6.54		10.24	%		0.76	%		6.27	%		1.04	%	$	5,213		174	%

(e)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

67

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Tax-Exempt Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	9.78		0.15		(1.23	)		(1.08	)		(0.15	)		—
Year Ended December 31:
2021	$	9.94		0.27		0.12			0.39			(0.32	)		(0.23	)
2020	$	9.84		0.29		0.23			0.52			(0.32	)		(0.10	)
2019	$	9.47		0.30		0.53			0.83			(0.34	)		(0.12	)
2018	$	9.91		0.36		(0.30	)		0.06			(0.36	)		(0.14	)
2017	$	9.65		0.36		0.39			0.75			(0.37	)		(0.12	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	9.78		0.11		(1.23	)		(1.12	)		(0.11	)		—
Year Ended December 31:
2021	$	9.94		0.20		0.11			0.31			(0.24	)		(0.23	)
2020	$	9.84		0.22		0.22			0.44			(0.24	)		(0.10	)
2019	$	9.47		0.23		0.52			0.75			(0.26	)		(0.12	)
2018	$	9.90		0.28		(0.29	)		(0.01	)		(0.28	)		(0.14	)
2017	$	9.65		0.29		0.37			0.66			(0.29	)		(0.12	)
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	9.78		0.16		(1.23	)		(1.07	)		(0.16	)		—
Year Ended December 31:
2021	$	9.94		0.29		0.11			0.40			(0.33	)		(0.23	)
2020	$	9.84		0.30		0.23			0.53			(0.33	)		(0.10	)
2019	$	9.46		0.30		0.55			0.85			(0.35	)		(0.12	)
2018	$	9.90		0.37		(0.30	)		0.07			(0.37	)		(0.14	)
2017	$	9.65		0.37		0.38			0.75			(0.38	)		(0.12	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

68

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)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Tax-Exempt Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		(0.15	)	$	8.55		(11.11	)%		0.80	%		3.34	%		1.04	%	$	33,722		1	%
Year Ended December 31:
2021		(0.55	)	$	9.78		3.94	%		0.80	%		2.74	%		1.03	%	$	35,312		6	%
2020		(0.42	)	$	9.94		5.39	%		0.80	%		3.00	%		1.04	%	$	32,001		44	%
2019		(0.46	)	$	9.84		8.82	%		0.80	%		3.04	%		1.02	%	$	30,251		64	%
2018		(0.50	)	$	9.47		0.69	%		0.80	%		3.68	%		0.97	%	$	29,993		42	%
2017		(0.49	)	$	9.91		7.89	%		0.80	%		3.70	%		0.96	%	$	37,570		84	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		(0.11	)	$	8.55		(11.46	)%		1.60	%		2.54	%		2.41	%	$	1,688		1	%
Year Ended December 31:
2021		(0.47	)	$	9.78		3.13	%		1.60	%		2.01	%		2.38	%	$	2,037		6	%
2020		(0.34	)	$	9.94		4.56	%		1.60	%		2.28	%		1.91	%	$	6,497		44	%
2019		(0.38	)	$	9.84		7.97	%		1.60	%		2.34	%		1.82	%	$	11,259		64	%
2018		(0.42	)	$	9.47		(0.01	)%		1.60	%		2.88	%		1.78	%	$	17,986		42	%
2017		(0.41	)	$	9.90		6.92	%		1.60	%		2.89	%		1.74	%	$	26,520		84	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		(0.16	)	$	8.55		(11.06	)%		0.69	%		3.45	%		0.84	%	$	14,038		1	%
Year Ended December 31:
2021		(0.56	)	$	9.78		4.06	%		0.69	%		2.85	%		0.89	%	$	13,969		6	%
2020		(0.43	)	$	9.94		5.51	%		0.69	%		3.12	%		0.85	%	$	22,998		44	%
2019		(0.47	)	$	9.84		9.06	%		0.69	%		3.07	%		0.83	%	$	24,459		64	%
2018		(0.51	)	$	9.46		0.80	%		0.69	%		3.79	%		0.77	%	$	20,260		42	%
2017		(0.50	)	$	9.90		7.90	%		0.69	%		3.80	%		0.73	%	$	27,420		84	%

See notes to financial statements.

69

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory High Income Municipal Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	11.09		0.20		(1.67	)		(1.47	)		(0.20	)		—
Year Ended December 31:
2021	$	10.84		0.36		0.27			0.63			(0.38	)		—
2020	$	10.75		0.42		0.15			0.57			(0.39	)		(0.09	)
2019	$	10.39		0.35		0.47			0.82			(0.40	)		(0.06	)
2018	$	10.79		0.43		(0.40	)		0.03			(0.43	)		—
2017	$	10.35		0.46		0.44			0.90			(0.46	)		—
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	11.09		0.16		(1.67	)		(1.51	)		(0.16	)		—
Year Ended December 31:
2021	$	10.84		0.28		0.27			0.55			(0.30	)		—
2020	$	10.75		0.33		0.16			0.49			(0.31	)		(0.09	)
2019	$	10.39		0.28		0.46			0.74			(0.32	)		(0.06	)
2018	$	10.79		0.35		(0.40	)		(0.05	)		(0.35	)		—
2017	$	10.35		0.38		0.44			0.82			(0.38	)		—
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	11.09		0.21		(1.67	)		(1.46	)		(0.21	)		—
Year Ended December 31:
2021	$	10.84		0.38		0.28			0.66			(0.41	)		—
2020	$	10.75		0.44		0.16			0.60			(0.42	)		(0.09	)
2019	$	10.39		0.38		0.47			0.85			(0.43	)		(0.06	)
2018	$	10.79		0.46		(0.40	)		0.06			(0.46	)		—
2017	$	10.35		0.48		0.44			0.92			(0.48	)		—
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	11.09		0.20		(1.67	)		(1.47	)		(0.20	)		—
Year Ended December 31:
2021	$	10.84		0.34		0.31			0.65			(0.40	)		—
November 3, 2020 (f) through December 31, 2020	$	10.56		0.12		0.31			0.43			(0.06	)		(0.09	)

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

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

(c)  Annualized for periods less than one year.

(d)  Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

70

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory High Income Municipal Bond Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)		(0.20	)	$	9.42		(13.39	)%		0.80	%		3.87	%		1.04	%	$	27,777		12	%
Year Ended December 31:
2021		(0.38	)	$	11.09		5.91	%		0.80	%		3.22	%		1.04	%	$	34,352		19	%
2020		(0.48	)	$	10.84		5.52	%		0.80	%		3.95	%		1.10	%	$	26,330		74	%
2019		(0.46	)	$	10.75		8.04	%		0.80	%		3.27	%		1.09	%	$	19,153		49	%
2018		(0.43	)	$	10.39		0.34	%		0.80	%		4.13	%		1.02	%	$	16,483		48	%
2017		(0.46	)	$	10.79		8.85	%		0.80	%		4.31	%		0.96	%	$	25,831		66	%
Class C
Six Months Ended June 30, 2022 (Unaudited)		(0.16	)	$	9.42		(13.72	)%		1.57	%		3.09	%		2.36	%	$	1,588		12	%
Year Ended December 31:
2021		(0.30	)	$	11.09		5.12	%		1.57	%		2.50	%		2.20	%	$	2,192		19	%
2020		(0.40	)	$	10.84		4.72	%		1.57	%		3.11	%		1.90	%	$	9,378		74	%
2019		(0.38	)	$	10.75		7.22	%		1.57	%		2.61	%		1.85	%	$	13,995		49	%
2018		(0.35	)	$	10.39		(0.43	)%		1.57	%		3.35	%		1.78	%	$	19,282		48	%
2017		(0.38	)	$	10.79		8.01	%		1.57	%		3.54	%		1.73	%	$	25,175		66	%
Class Y
Six Months Ended June 30, 2022 (Unaudited)		(0.21	)	$	9.42		(13.29	)%		0.57	%		4.08	%		0.86	%	$	10,219		12	%
Year Ended December 31:
2021		(0.41	)	$	11.09		6.16	%		0.57	%		3.40	%		0.85	%	$	14,087		19	%
2020		(0.51	)	$	10.84		5.76	%		0.57	%		4.14	%		0.93	%	$	9,682		74	%
2019		(0.49	)	$	10.75		8.29	%		0.57	%		3.56	%		0.88	%	$	10,620		49	%
2018		(0.46	)	$	10.39		0.57	%		0.57	%		4.36	%		0.78	%	$	11,683		48	%
2017		(0.48	)	$	10.79		9.10	%		0.57	%		4.55	%		0.73	%	$	26,864		66	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)		(0.20	)	$	9.42		(13.32	)%		0.65	%		4.05	%		1.34	%	$	3,316		12	%
Year Ended December 31:
2021		(0.40	)	$	11.09		6.07	%		0.65	%		3.04	%		2.61	%	$	2,853		19	%
November 3, 2020 (f) through December 31, 2020		(0.15	)	$	10.84		4.12	%		0.65	%		6.78	%		42.32	%	$	140		74	%

(d)  Does not include acquired fund fees and expenses, if any.

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

(f)  Commencement of operations.

See notes to financial statements.

71

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory Floating Rate Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	9.33		0.18		(0.93	)		(0.75	)		(0.19	)		(0.19	)
Year Ended December 31:
2021	$	9.34		0.36		—	(g)		0.36			(0.37	)		(0.37	)
2020	$	9.42		0.49		(0.08	)		0.41			(0.49	)		(0.49	)
2019	$	9.13		0.55		0.29			0.84			(0.55	)		(0.55	)
2018	$	9.60		0.52		(0.47	)		0.05			(0.52	)		(0.52	)
2017	$	9.71		0.46		(0.10	)		0.36			(0.47	)		(0.47	)
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	9.33		0.15		(0.94	)		(0.79	)		(0.15	)		(0.15	)
Year Ended December 31:
2021	$	9.34		0.29		(0.01	)		0.28			(0.29	)		(0.29	)
2020	$	9.42		0.43		(0.09	)		0.34			(0.42	)		(0.42	)
2019	$	9.14		0.48		0.28			0.76			(0.48	)		(0.48	)
2018	$	9.61		0.44		(0.47	)		(0.03	)		(0.44	)		(0.44	)
2017	$	9.72		0.38		(0.10	)		0.28			(0.39	)		(0.39	)
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	9.33		0.16		(0.94	)		(0.78	)		(0.16	)		(0.16	)
Year Ended December 31:
2021	$	9.33		0.31		—	(g)		0.31			(0.31	)		(0.31	)
2020	$	9.41		0.45		(0.09	)		0.36			(0.44	)		(0.44	)
2019	$	9.13		0.50		0.28			0.78			(0.50	)		(0.50	)
2018	$	9.60		0.46		(0.46	)		—	(g)		(0.47	)		(0.47	)
2017	$	9.72		0.41		(0.12	)		0.29			(0.41	)		(0.41	)

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

(b)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

(d)  Annualized for periods less than one year.

(e)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

72

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)(c)			Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(f)
Victory Floating Rate Fund
Class A
Six Months Ended June 30, 2022 (Unaudited)	$	8.39		(8.19	)%		1.00	%		4.09	%		1.10	%	$	303,349		25	%
Year Ended December 31:
2021	$	9.33		3.89	%		1.00	%		3.88	%		1.12	%	$	349,706		35	%
2020	$	9.34		4.81	%		1.00	%		5.54	%		1.17	%	$	164,864		54	%
2019	$	9.42		9.43	%		1.00	%		5.89	%		1.17	%	$	146,584		35	%
2018	$	9.13		0.43	%		1.00	%		5.41	%		1.14	%	$	118,672		48	%
2017	$	9.60		3.76	%		1.00	%		4.76	%		1.10	%	$	148,060		57	%
Class C
Six Months Ended June 30, 2022 (Unaudited)	$	8.39		(8.56	)%		1.80	%		3.29	%		1.86	%	$	72,650		25	%
Year Ended December 31:
2021	$	9.33		3.05	%		1.80	%		3.09	%		1.89	%	$	81,109		35	%
2020	$	9.34		3.96	%		1.80	%		4.81	%		1.94	%	$	94,885		54	%
2019	$	9.42		8.49	%		1.80	%		5.08	%		1.92	%	$	149,054		35	%
2018	$	9.14		(0.38	)%		1.80	%		4.60	%		1.90	%	$	211,462		48	%
2017	$	9.61		2.93	%		1.80	%		3.97	%		1.87	%	$	265,486		57	%
Class R
Six Months Ended June 30, 2022 (Unaudited)	$	8.39		(8.45	)%		1.56	%		3.54	%		3.16	%	$	569		25	%
Year Ended December 31:
2021	$	9.33		3.40	%		1.56	%		3.31	%		3.45	%	$	602		35	%
2020	$	9.33		4.23	%		1.56	%		5.01	%		6.20	%	$	300		54	%
2019	$	9.41		8.75	%		1.56	%		5.34	%		3.73	%	$	455		35	%
2018	$	9.13		(0.13	)%		1.56	%		4.84	%		2.99	%	$	716		48	%
2017	$	9.60		3.07	%		1.56	%		4.20	%		2.26	%	$	916		57	%

(continues on next page)

See notes to financial statements.

73

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory Floating Rate Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	9.33		0.19		(0.93	)		(0.74	)		(0.20	)		(0.20	)
Year Ended December 31:
2021	$	9.35		0.38		(0.01	)		0.37			(0.39	)		(0.39	)
2020	$	9.43		0.51		(0.08	)		0.43			(0.51	)		(0.51	)
2019	$	9.14		0.57		0.29			0.86			(0.57	)		(0.57	)
2018	$	9.61		0.54		(0.47	)		0.07			(0.54	)		(0.54	)
2017	$	9.72		0.48		(0.10	)		0.38			(0.49	)		(0.49	)
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	9.33		0.19		(0.94	)	��	(0.75	)		(0.19	)		(0.19	)
Year Ended December 31:
2021	$	9.34		0.38		(0.01	)		0.37			(0.38	)		(0.38	)
November 3, 2020 (g) through December 31, 2020	$	9.02		0.08		0.32			0.40			(0.08	)		(0.08	)

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

(b)  Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.

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

(d)  Annualized for periods less than one year.

(e)  Does not include acquired fund fees and expenses, if any.

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

(g)  Commencement of operations.

See notes to financial statements.

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Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  (continued)

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return(b)(c)			Net Expenses(d)(e)			Net Investment Income (Loss)(d)			Gross Expenses(d)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(f)
Victory Floating Rate Fund
Class Y
Six Months Ended June 30, 2022 (Unaudited)	$	8.39		(8.08	)%		0.78	%		4.31	%		0.83	%	$	1,585,656		25	%
Year Ended December 31:
2021	$	9.33		4.01	%		0.78	%		4.08	%		0.86	%	$	1,768,900		35	%
2020	$	9.35		5.03	%		0.78	%		5.73	%		0.93	%	$	403,852		54	%
2019	$	9.43		9.65	%		0.78	%		6.10	%		0.92	%	$	289,796		35	%
2018	$	9.14		0.64	%		0.78	%		5.64	%		0.89	%	$	281,545		48	%
2017	$	9.61		3.98	%		0.78	%		4.99	%		0.88	%	$	276,195		57	%
Member Class
Six Months Ended June 30, 2022 (Unaudited)	$	8.39		(8.12	)%		0.85	%		4.30	%		1.33	%	$	4,207		25	%
Year Ended December 31:
2021	$	9.33		4.04	%		0.85	%		4.02	%		3.64	%	$	2,122		35	%
November 3, 2020 (g) through December 31, 2020	$	9.34		4.41	%		0.85	%		5.46	%		56.41	%	$	62		54	%

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 40 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.

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

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

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. Generally Accepted Accounting Principles ("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.

Investment Valuation:

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

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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 the Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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

Swap agreements are valued at the mean between the current bid and ask prices. To the extent this model is utilized, these valuations are considered as Level 2 in the fair value hierarchy.

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

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A summary of the valuations as of June 30, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1			Level 2			Level 3		Total
INCORE Investment Quality Bond Fund
Asset-Backed Securities	$	—		$	1,034,771		$	—	$	1,034,771
Collateralized Mortgage Obligations		—			1,486,935			—		1,486,935
Convertible Corporate Bonds		—			1,614,707			—		1,614,707
Convertible Preferred Stocks		794,359			21,053			—		815,412
Corporate Bonds		—			8,426,579			—		8,426,579
Residential Mortgage-Backed Securities		—			50,932			—		50,932
Yankee Dollars		—			1,945,136			—		1,945,136
U.S. Government Mortgage-Backed Agencies		—			5,191,038			—		5,191,038
U.S. Treasury Obligations		—			891,140			—		891,140
Collateral for Securities Loaned		570,657			—			—		570,657
Total	$	1,365,016		$	20,662,291		$	—	$	22,027,307
Other Financial Investments*:
Assets:
Futures Contracts	$	67,038		$	—		$	—	$	67,038
Liabilities:
Futures Contracts		(35,775	)		—			—		(35,775	)
Total	$	31,263		$	—		$	—	$	31,263
INCORE Low Duration Bond Fund
Asset-Backed Securities	$	—		$	13,911,386		$	—	$	13,911,386
Collateralized Mortgage Obligations		—			22,957,673			—		22,957,673
Convertible Corporate Bonds		—			10,114,790			—		10,114,790
Convertible Preferred Stocks		4,569,110			179,528			—		4,748,638
Corporate Bonds		—			72,903,918			—		72,903,918
Residential Mortgage-Backed Securities		—			1,922,284			—		1,922,284
Yankee Dollars		—			18,685,681			—		18,685,681
U.S. Government Mortgage-Backed Agencies		—			7,207,959			—		7,207,959
U.S. Treasury Obligations		—			40,633,640			—		40,633,640
Collateral for Securities Loaned		3,033,487			—			—		3,033,487
Total	$	7,602,597		$	188,516,859		$	—	$	196,119,456
Other Financial Investments*:
Assets:
Futures Contracts	$	293,954		$	—		$	—	$	293,954
Liabilities:
Credit Default Swap		—			(542,564	)		—		(542,564	)
Futures Contracts		(192,453	)		—			—		(192,453	)
Total	$	101,501		$	(542,564	)	$	—	$	(441,063	)
High Yield Fund
Common Stocks	$	1,469,560		$	—		$	59,591	$	1,529,151
Senior Secured Loans		—			54,852,827			—		54,852,827
Corporate Bonds		—			184,936,866			—		184,936,866
Yankee Dollars		—			21,567,406			—		21,567,406
Collateral for Securities Loaned		30,308,807			—			—		30,308,807
Total	$	31,778,367		$	261,357,099		$	59,591	$	293,195,057

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	Level 1		Level 2		Level 3		Total
Tax-Exempt Fund
Municipal Bonds	$	—	$	48,019,959	$	—	$	48,019,959
Exchange-Traded Funds		1,346,250		—		—		1,346,250
Total	$	1,346,250	$	48,019,959	$	—	$	49,366,209
High Income Municipal Bond Fund
Municipal Bonds	$	—	$	41,551,782	$	—	$	41,551,782
Exchange-Traded Funds		538,500		—		—		538,500
Total	$	538,500	$	41,551,782	$	—	$	42,090,282
Floating Rate Fund
Common Stocks	$	—	$	—	$	96,853	$	96,853
Warrants		—		39,090		—		39,090
Senior Secured Loans		—		1,816,538,895		—		1,816,538,895
Corporate Bonds		—		92,848,632		—		92,848,632
Yankee Dollars		—		6,462,460		—		6,462,460
Total	$	—	$	1,915,889,077	$	96,853	$	1,915,985,930

*  Futures contracts and credit default swaps are valued at the unrealized appreciation (depreciation) on the investment.

For the six months ended June 30, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

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

The Funds may purchase securities on a when-issued basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a

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when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for when-issued securities. If a Fund owns when-issued securities, these values are included in Payable for investments purchased on the accompanying Statements of Assets and Liabilities and the segregated assets are identified on the Schedules of Portfolio Investments.

Municipal Obligations:

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

Mortgage- and Asset-Backed Securities:

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

Loans:

Floating rate loans in which certain Funds invest are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structures of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of a Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See the note below regarding below-investment-grade securities.

The Funds may purchase second-lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.

Transactions in loans often settle on a delayed basis, and a Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.

Below-Investment-Grade Securities:

Certain Funds may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend

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to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Funds may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Funds may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Funds the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Funds to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Funds based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Funds may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Funds had not entered into any futures transactions. In addition, the value of the Funds' futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Funds' ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Funds is reflected on the Statements of Assets and Liabilities under Deposit with broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Funds are not subject to master netting agreements for futures contracts.

During the six months ended June 30, 2022, the Funds entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Credit Derivatives:

The Funds may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Funds may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Funds' asset allocations or risk exposures, or (iii) for hedging purposes. The use by the Funds of centrally cleared credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Funds to greater volatility than investments in more traditional securities, as described in the Funds' 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.

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

The Funds may enter into CDS agreements either as a buyer or seller. The Funds may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Funds may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.

For swaps entered with an individual counterparty, the Funds bear the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Funds may also enter into centrally cleared swaps.

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

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

Management has determined that no offsetting requirements exist as a result of their conclusion that the Funds are not subject to master netting agreements for swap agreements.

As of June 30, 2022, INCORE Low Duration Bond Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure, and the INCORE Total Return Bond Fund had no open swap agreements.

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, 2022:

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*		Variation Margin Payable on Open Swap Contracts*
Credit Risk Exposure:
INCORE Low Duration Bond Fund	$	—	$	—	$	542,564
Currency Risk Exposure:
INCORE Investment Quality Bond Fund		11,531		9,825		—
INCORE Low Duration Bond Fund		110,699		102,337		—

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	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*		Variation Margin Payable on Open Swap Contracts*
Equity Risk Exposure:
INCORE Investment Quality Bond Fund	$	26,765	$	—	$	—
INCORE Low Duration Bond Fund		85,882		—		—
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund		28,742		25,950		—
INCORE Low Duration Bond Fund		97,373		90,116		—

*  Includes cumulative 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 swap agreements is reported within the Statements of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the six months ended June 30, 2022:

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations						Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Realized Gains (Losses) from Swap Agreements			Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts			Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements
Credit Risk Exposure:
INCORE Investment Quality Bond Fund	$	—		$	6,365		$	—		$	(258	)
INCORE Low Duration Bond Fund		—			(108,260	)		—			(584,075	)
Currency Risk Exposure:
INCORE Investment Quality Bond Fund		77,471			—			(894	)		—
INCORE Low Duration Bond Fund		746,525			—			(11,918	)		—
Equity Risk Exposure:
INCORE Investment Quality Bond Fund		43,223			—			28,165			—
INCORE Low Duration Bond Fund		196,926			—			85,882			—
Interest Rate Risk Exposure:
INCORE Investment Quality Bond Fund		(240,657	)		—			7,237			—
INCORE Low Duration Bond Fund		694,822			—			31,840			—

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest Income on the Statements of Operations.

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The Funds may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statements of Operations.

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
INCORE Investment Quality Bond Fund	$	552,020	$	—	$	570,657
INCORE Low Duration Bond Fund		2,955,531		—		3,033,487
High Yield Fund		28,669,708		—		30,308,807

Federal Income Taxes:

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

For the six months ended June 30, 2022, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

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Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Funds may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended June 30, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses):

	Purchases		Sales		Net Realized Gains (Losses)
Tax-Exempt Fund	$	2,400,000	$	3,800,000	$	—
High Income Municipal Bond		2,900,000		2,200,000		—

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2022, were as follows:

	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
INCORE Investment Quality Bond Fund	$	2,190,779	$	2,168,063	$	2,704,664	$	3,631,731
INCORE Low Duration Bond Fund		33,649,111		53,921,057		64,199,057		31,290,579
High Yield Fund		91,847,673		91,914,808		—		—
Tax-Exempt Fund		4,585,054		545,155		—		—
High Income Municipal Bond Fund		5,309,419		5,318,152		—		—
Floating Rate Fund		568,420,457		563,162,415		—		—

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue"). Park Avenue is responsible for providing day-to-day investment advisory services to the High Yield Fund and the Floating Rate Fund, subject to the oversight of the Board.

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

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

Amounts incurred and paid to VCM for the six months ended June 30, 2022, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:

Net Assets
Up to $15 billion			$15 billion – $30 billion			Over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended June 30, 2022, 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 Funds 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 six months ended June 30, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services. Amounts incurred for the six months ended June 30, 2022, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class. 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.

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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 up to the annual rate shown in the table below:

	Class A			Class C			Class R
INCORE Investment Quality Bond Fund		0.25	%		1.00	%		0.50	%
INCORE Low Duration Bond Fund		0.25	%		1.00	%		0.50	%
High Yield Fund		0.25	%		1.00	%		0.50	%
Tax-Exempt Fund		0.25	%		1.00	%		N/A
High Income Municipal Bond Fund		0.25	%		1.00	%		N/A
Floating Rate Fund		0.25	%		1.00	%		0.50	%

The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class C, and Class R. Amounts incurred for the six-months ended June 30, 2022, are reflected on the Statements of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of the Class A. For the six months ended June 30, 2022, the Distributor received $9,733 from commissions earned in connection with 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 six months ended June 30, 2022, 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 the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2023
	Class A			Class C			Class R			Class Y			Member Class
INCORE Investment Quality Bond Fund		0.90	%		1.77	%		1.30	%		0.66	%		N/A
INCORE Low Duration Bond Fund		0.85	%		1.62	%		1.27	%		0.62	%		N/A
High Yield Fund		1.00	%		1.70	%		1.35	%		0.76	%		N/A
Tax-Exempt Fund		0.80	%		1.60	%		N/A			0.69	%		N/A
High Income Municipal Bond Fund		0.80	%		1.57	%		N/A			0.57	%		0.65	%
Floating Rate Fund		1.00	%		1.80	%		1.56	%		0.78	%		0.85	%

Under the terms of the expense limitation agreements, as amended May 1, 2022, 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.

As of June 30, 2022, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that repayments are not probable at June 30, 2022.

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	Expires 2022		Expires 2023		Expires 2024		Expires 2025		Total
INCORE Investment Quality Bond Fund	$	68,119	$	136,293	$	132,566	$	63,495	$	400,473
INCORE Low Duration Bond Fund		62,032		131,941		97,075		42,457		333,505
High Yield Fund		137,730		253,784		221,331		123,693		736,538
Tax-Exempt Fund		69,949		135,204		131,110		58,582		394,845
High Income Municipal Bond Fund		74,413		131,713		156,099		72,209		434,434
Floating Rate Fund		421,954		827,922		1,454,748		674,173		3,378,797

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statements of Operations as Expenses waived/reimbursed by Adviser. For the year ended June 30, 2022, the Adviser voluntarily waived the following amounts:

INCORE Low Duration Bond Fund $ 30,879

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

5. Risks:

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

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

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.

Derivatives Risk — The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Funds to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Funds' initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Funds worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However,

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LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include AMERIBOR (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. 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 Floating Rate Fund, another series of the Victory Funds Complex, with Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month SOFR plus 1.10 percent.

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Interest charged to each fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the six months ended June 30, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows 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, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate			Maximum Borrowing During the Period
Floating Rate Fund	Borrower	$	18,261,000	$	18,417,556		9		1.67	%	$	23,968,000

*  For the six months ended June 30, 2022, based on the number of days borrowings were outstanding

7. Federal Income Tax Information:

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

	Declared	Paid
INCORE Investment Quality Bond Fund	Monthly	Monthly
INCORE Low Duration Bond Fund	Monthly	Monthly
High Yield Fund	Monthly	Monthly
Tax-Exempt Fund	Monthly	Monthly
High Income Municipal Bond Fund	Monthly	Monthly
Floating Rate Fund	Monthly	Monthly

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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year ending December 31, 2022.

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As of the tax year ended December 31, 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.

	Short Term Amount		Long Term Amount		Total
INCORE Low Duration Bond Fund	$	10,648,311	$	17,719,671	$	28,367,982
High Yield Fund		—		1,672,868		1,672,868
Floating Rate Fund		28,463,563		155,046,358		183,509,921

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 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 are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund 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, 2022, through June 30, 2022.

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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22- 6/30/22*		Hypothetical Expenses Paid During Period 1/1/22- 6/30/22*		Annualized Expense Ratio During Period 1/1/22- 6/30/22
INCORE Investment Quality Bond Fund
Class A	$	1,000.00	$	886.90	$	1,020.33	$	4.21	$	4.51		0.90	%
Class C		1,000.00		883.90		1,016.02		8.27		8.85		1.77	%
Class R		1,000.00		885.30		1,018.35		6.08		6.51		1.30	%
Class Y		1,000.00		888.70		1,021.52		3.09		3.31		0.66	%

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	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22- 6/30/22*		Hypothetical Expenses Paid During Period 1/1/22- 6/30/22*		Annualized Expense Ratio During Period 1/1/22- 6/30/22
INCORE Low Duration Bond Fund
Class A	$	1,000.00	$	961.10	$	1,020.58	$	4.13	$	4.26		0.85	%
Class C		1,000.00		958.40		1,016.76		7.87		8.10		1.62	%
Class R		1,000.00		959.10		1,018.50		6.17		6.36		1.27	%
Class Y		1,000.00		963.20		1,021.72		3.02		3.11		0.62	%
High Yield Fund
Class A		1,000.00		840.80		1,019.84		4.56		5.01		1.00	%
Class C		1,000.00		838.30		1,016.36		7.75		8.50		1.70	%
Class R		1,000.00		840.10		1,018.45		5.84		6.41		1.28	%
Class Y		1,000.00		842.70		1,021.03		3.47		3.81		0.76	%
Tax-Exempt Fund
Class A		1,000.00		888.90		1,020.83		3.75		4.01		0.80	%
Class C		1,000.00		885.40		1,016.86		7.48		8.00		1.60	%
Class Y		1,000.00		889.40		1,021.37		3.23		3.46		0.69	%
High Income Municipal Bond Fund
Class A		1,000.00		866.10		1,020.83		3.70		4.01		0.80	%
Class C		1,000.00		862.80		1,017.01		7.25		7.85		1.57	%
Class Y		1,000.00		867.10		1,021.97		2.64		2.86		0.57	%
Member Class		1,000.00		866.80		1,021.57		3.01		3.26		0.65	%
Floating Rate Fund
Class A		1,000.00		918.10		1,019.84		4.76		5.01		1.00	%
Class C		1,000.00		914.40		1,015.87		8.54		9.00		1.80	%
Class R		1,000.00		915.50		1,017.06		7.41		7.80		1.56	%
Class Y		1,000.00		919.20		1,020.93		3.71		3.91		0.78	%
Member Class		1,000.00		918.80		1,020.58		4.04		4.26		0.85	%

*  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).

93

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (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 24, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, except for Victory Floating Rate Fund, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a Highly Liquid Investment Minimum. The Victory Floating Rate Fund set a Highly Liquid Investment Minimum of 5% upon implementation of the LMRP. The Victory Floating Rate Fund invests primarily in floating rate bank loans, which typically are characterized as Less Liquid because transactions on these securities often occur on a delayed basis. The Fund typically maintains 12-15% of its net assets in Highly Liquid Investments. This Fund also reserves a set portion of the Line of Credit agreement with Citibank to mitigate the liquidity risk from holding Less Liquid securities. Victory Floating Rate Fund has maintained highly liquid investments satisfying this minimum requirement. 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.

94

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call Victory at:
www.vcm.com	800-539-FUND (800-539-3863)
	800-235-8396 for Member Class

VPRSFIF-SAR (6/22)

Item 2. Code of Ethics.

Not applicable — only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable — only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable — only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11. Controls and Procedures.

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

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

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

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)     Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

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

SIGNATURES

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

(Registrant) Victory Portfolios

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

Date September 1, 2022

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 2, 2022

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

Date September 1, 2022