USAA Mutual Funds Trust - USAA 500 Index Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-07852

USAA Mutual Funds Trust
(Exact name of registrant as specified in charter)

15935 La Cantera Pkwy, Building Two, San Antonio, Texas					78256
(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:				800-235-8396

Date of fiscal year end:	December 31

Date of reporting period:		December 31, 2019

Item 1. Reports to Stockholders.

DECEMBER 31, 2019

Annual Report

USAA Extended Market Index Fund

Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on usaa.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a direct investor, by calling (800) 235-8396 or logging on to usaa.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a direct investor, by calling (800) 235-8396 or logging on to usaa.com. Your election to receive reports in paper will apply to all funds held with the USAA family of funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment manager of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Advisers, Inc., a broker dealer registered with FINRA and an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.

TABLE OF CONTENTS

Managers' Commentary on the Fund (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					7
Report of Independent Registered Public Accounting Firm					9
Financial Statements
Schedule of Portfolio Investments					10
Statement of Assets and Liabilities					46
Statement of Operations					47
Statements of Changes in Net Assets					48
Financial Highlights					50
Notes to Financial Statements					52
Supplemental Information (Unaudited)					61
Expense Example					61
Proxy Voting and Portfolio Holdings Information					61
Trustees' and Officers' Information					62
Additional Federal Income Tax Information					68
Privacy Policy (inside back cover)

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

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) 235-8396.

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.

USAA Mutual Funds Trust

(Unaudited)

Dear Shareholder,

As we turn the page into a new decade, it's hard not to reflect on the fact that we have been enjoying the longest-ever bull market in U.S. equities. The run has been impressive, and despite periods of tumult and plenty of negative news, the bull market endured throughout 2019.

For the annual reporting period ended December 31, 2019, the S&P 500^® Index ("S&P 500") posted impressive gains of almost 29%. This represents the greatest one-year gain since 2013 and also illustrates a swift bounce-back after a precipitous drop late in 2018. The move higher supports the notion that underlying fundamentals of U.S. companies drive performance, rather than the political news and headline fears that often capture the attention of investors.

Perhaps we shouldn't be surprised at the impressive performance of equities. The U.S. economy—the world's largest—remains on solid footing and has been a key driver of both domestic and international stocks. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted, and the U.S. Federal Reserve (the "Fed") and other major global central banks have taken an accommodative stance. In fact, the Fed has cut interest rates by a total of 0.75% over three meetings last July, September, and October.

The risk-on attitudes of investors, coupled with the accommodative monetary policy, had an expected impact on U.S. Treasury yields. The 10-year Treasury yield declined significantly over the course of 2019, falling from 2.66% to 1.92% at year-end. More interesting, however, was that the yield on 10-year Treasurys fell below shorter-term yields for the first time since before the 2007-2008 Global Financial Crisis. This inverted yield curve spooked investors for a spell, only to revert back to a traditional upward sloping yield curve by the end of 2019.

The robust domestic economy, low interest rates, and ample liquidity from central banks provided a potent tonic for the stock market in 2019. In fact, at year-end 2019, the S&P 500 was approaching its highest valuation level since 1999. This reminds all of us to retain some historical context on the bull market. Many of us remember the Global Financial Crisis and, before that, the collapse of the dot-com bubble. Although those are now but a distant memory (and we are not forecasting such tumult), we should not forget that stocks don't always go up and cycles don't last forever. In other words, valuations still matter.

The key point is not to discount the risks. In addition to lofty valuations, investors need to keep apprised of trade disputes, geopolitical hotspots, a contentious U.S. election, and a host of other potential headwinds. Yet it is these very risks—these cross-currents—that may create pricing dislocations. This is an environment in which we believe our Victory Capital independent investment franchises can thrive.

On the following pages, you will find information relating to your USAA Funds investment. If you have any questions, we encourage you to contact your financial adviser. Or, if you invest with us directly, you may call (800) 235-8396, or visit our website at www.usaa.com.

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Mutual Funds Trust (Unaudited)

USAA Extended Market Index Fund

Manager's Commentary

Victory Solutions

Mannik S. Dhillon, CFA, CAIA

Wasif A. Latif

• What where the market conditions during the reporting period?

The broad U.S. equity market as measured by the S&P 500^® Index registered a very strong return for 2019, outpacing the return of the Wilshire 4500 Completion Index^SM (the "Benchmark Index") despite a few trade war related scares in the middle of the year. The market staged a strong fourth quarter to end the year and continued the longest bull market on record. U.S. equity securities surged during the year, aided by clear messaging from the U.S. Federal Reserve (the "Fed") of a continued accommodative stance along with additional liquidity in the overnight interbank lending market. Indications of continued U.S. economic growth led by the consumer, as well as improvement in economic activity overseas, boosted investor confidence. This confluence of a stable economic environment, an accommodative Fed, and a resolution in sight for the trade war helped push stocks higher throughout the year.

• How did the USAA Extended Market Index Fund (the "Fund") perform during the reporting period?

Against this backdrop, the Fund posted a strong total return of 27.94% for the reporting period ended December 31, 2019, while its Benchmark Index posted a return of 28.05%.

• Please describe sector performance during the reporting period

During the year, in terms of sector returns within the Benchmark Index, information technology stocks were the highlight performers, while communications services and consumer discretionary also were strong contributors. Energy stocks trailed the rest of the market through this period.

Thank you for the opportunity to help you with your investment needs.

Effective July 1, 2019, the Wilshire 4500 Completion Index replaced the Dow Jones U.S. Completion Total Stock Market Index as the Fund's primary broad-based securities market index in connection with a change in the Fund's investment objective.

USAA Mutual Funds Trust (Unaudited)

USAA Extended Market Index Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE

10/27/00

Net Asset Value

Wilshire 4500
Completion Index¹

Dow Jones U.S.
Completion
Total Stock
Market Index²

One Year

27.94

28.05

27.94

Five Year

8.61

9.51

8.84

Ten Year

12.37

13.08

12.72

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.usaa.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Mutual Funds Trust (Unaudited)

USAA Extended Market Index Fund

Investment Overview (continued)

USAA Extended Market Index Fund — Growth of $10,000

¹The Wilshire 4500 Completion Index is a market cap-weighted index consisting of the small and mid-cap companies in the U.S. equity market. The Index consists of securities within the Wilshire 5000 Total Market Index (Parent Index) after eliminating the companies included in the S&P 500 Index. The Parent Index measures performance of all U.S. equity securities with readily available price data. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

²The Dow Jones U.S. Completion Total Stock Market Index is a subset of the Dow Jones U.S. Total Stock Market Index that excludes components of the S&P 500 Index. The Dow Jones U.S. Total Stock Market Index is an all-inclusive measure composed of all U.S. equity securities with readily available prices. This broad index is divided according to stock-size segment, style, and sector to create distinct sub-indexes that track every major segment of the market. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

Dow Jones U.S. Completion Total Stock Market Index is a service mark of Dow Jones & Company, Inc. Dow Jones does not have any relationship to the Fund other than the licensing and sublicensing of the Dow Jones U.S. Completion Total Stock Market Index and its service marks for use in connection with the Fund.

•Dow Jones does not sponsor, endorse, sell, or promote the Fund; recommend that any person invest in the Fund or any other securities; have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the Fund; have any responsibility or liability for the administration, management, or marketing of the Fund; consider the needs of the Fund or the owners of the Fund in determining, composing, or calculating the Dow Jones U.S. Completion Total Stock Market Index, or have any obligation to do so.

Dow Jones will have no liability in connection with the Fund. Specifically, Dow Jones makes no warranty, express or implied, and Dow Jones disclaims any warranty about: the results to be obtained by the Fund, the owner of the Fund, or any other person in connection with the use of the Dow Jones U.S. Completion Total Stock Market Index and the data included in the Dow Jones U.S. Completion Total Stock Market Index; the accuracy or completeness of the Dow Jones U.S. Completion Total Stock Market Index and any related data; the merchantability and the fitness for a particular purpose or use of the Dow Jones U.S. Completion Total Stock Market Index and/or its related data; Dow Jones will have no liability for any errors, omissions, or interruptions in the Dow Jones U.S. Completion Total Stock Market Index or related data; under no circumstances will Dow Jones be liable for any lost profits or indirect, punitive, special, or consequential damages or losses, even if Dow Jones knows that they might occur.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

December 31, 2019

(Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to match, before fees and expenses, the performance of all small- and mid-cap stocks as measured by the Wilshire 4500 Completion Index^SM.

Top 10 Holdings*

12/31/19

(% of Net Assets)

Tesla, Inc.	1.2	%
The Blackstone Group, Inc., Class A	0.8	%
Uber Technologies, Inc.	0.6	%
Palo Alto Networks, Inc.	0.5	%
Liberty Broadband Corp., Class A	0.5	%
CoStar Group, Inc.	0.4	%
Splunk, Inc.	0.4	%
Dexcom, Inc.	0.4	%
Seattle Genetics, Inc.	0.4	%
Markel Corp.	0.3	%

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

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

USAA Mutual Funds Trust
USAA Extended Market Index Fund (continued)

December 31, 2019

(Unaudited)

Sector Allocation*:

12/31/19
(% of Net Assets)

*Does not include futures, 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%.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Extended Market Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Extended Market Index Fund (the "Fund") (one of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.4%)
Communication Services (4.2%):
Altice USA, Inc., Class A (a)		11,546	$	316
AMC Networks, Inc., Class A (a)		7,037		278
ANGI Homeservices, Inc., Class A (a) (b)		14,592		124
Atn International, Inc.		2,528		140
Boingo Wireless, Inc. (a)		8,659		95
Cable One, Inc.		684		1,018
Cardlytics, Inc. (a)		3,488		219
Care.com, Inc. (a)		7,677		115
Cargurus, Inc. (a)		2,070		73
Cars.com, Inc. (a)		12,931		158
Cinemark Holdings, Inc.		17,553		594
Clear Channel Outdoor Holdings, Inc. (a)		33,406		96
Cogent Communications Holdings, Inc.		7,193		473
Entercom Communications Corp., Class A		31,277		145
Gannett Co., Inc. (b)		17,758		113
GCI Liberty, Inc., Class A (a)		14,715		1,043
Glu Mobile, Inc. (a)		26,936		163
Gray Television, Inc. (a)		13,312		285
InterActive Corp. (a)		10,805		2,692
Iridium Communications, Inc. (a)		19,432		479
John Wiley & Sons, Inc., Class A		5,940		288
Liberty Broadband Corp., Class A (a)		28,518		3,551
Liberty Media Corp.-Liberty Formula One (a)		33,105		1,449
Liberty Media Corp-Liberty Braves, Class A (a)		9,866		293
Liberty Media Corp-Liberty SiriusXM, Class A (a)		46,495		2,248
Liberty TripAdvisor Holdings, Inc. (a)		12,802		94
Lions Gate Entertainment (a)		23,061		229
Live Nation Entertainment, Inc. (a)		24,094		1,721
Loral Space & Communications, Inc. (a)		5,431		176
Match Group, Inc. (a) (b)		5,272		433
Meredith Corp.		5,910		192
MSG Networks, Inc., Class A (a)		9,573		167
National CineMedia, Inc.		16,381		119
Nexstar Media Group, Inc., Class A		7,588		890
Pinterest, Inc. (a)		13,753		256
QuinStreet, Inc. (a)		7,981		122
Scholastic Corp.		5,887		226
Shenandoah Telecommunications Co.		9,855		410
Sinclair Broadcast Group, Inc., Class A		9,916		331
Sirius XM Holdings, Inc. (b)		229,107		1,638
Snap, Inc. (a)		141,955		2,318
Sprint Corp. (a)		120,452		628
TechTarget, Inc. (a)		4,265		111
TEGNA, Inc.		34,553		577
Telephone & Data Systems, Inc.		16,686		424
The E.W. Scripps Co., Class A		11,271		177
The Madison Square Garden Co. (a)		3,282		966
The Marcus Corp.		3,703		118

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The New York Times Co.		18,750	$	603
United States Cellular Corp. (a)		4,280		155
Vonage Holdings Corp. (a)		40,621		301
World Wrestling Entertainment, Inc., Class A (b)		5,842		379
Yelp, Inc. (a)		10,967		382
Zayo Group Holdings, Inc. (a)		36,958		1,281
Zillow Group, Inc. (a) (b)		15,583		716
Zynga, Inc., Class A (a)		143,276		877
				33,465
Consumer Discretionary (10.6%):
1-800-Flowers.com, Inc., Class A (a)		7,014		102
Aaron's, Inc.		9,836		562
Abercrombie & Fitch Co.		10,654		184
Acushnet Holdings Corp.		7,781		253
Adtalem Global Education, Inc. (a)		9,002		315
American Axle & Manufacturing Holdings, Inc. (a)		19,085		205
American Eagle Outfitters, Inc.		27,225		400
America's Car-Mart, Inc. (a)		1,131		124
Aramark		32,712		1,420
Asbury Automotive Group, Inc. (a)		2,721		304
At Home Group, Inc. (a)		10,197		56
Autoliv, Inc. (b)		14,455		1,220
AutoNation, Inc. (a)		9,253		450
Bed Bath & Beyond, Inc.		17,105		296
Big Lots, Inc.		6,070		174
BJ's Restaurants, Inc.		3,404		129
Bloomin' Brands, Inc.		13,025		287
Boot Barn Holdings, Inc. (a)		4,303		192
Boyd Gaming Corp.		13,297		398
Bright Horizons Family Solutions, Inc. (a)		9,098		1,368
Brinker International, Inc.		4,859		204
Brunswick Corp.		14,457		866
Burlington Stores, Inc. (a)		9,379		2,138
Caesars Entertainment Corp. (a)		113,186		1,539
Caleres, Inc.		7,935		188
Callaway Golf Co.		15,414		327
Career Education Corp. (a)		12,368		227
Carter's, Inc.		6,694		733
Carvana Co. (a) (b)		2,044		188
Cavco Industries, Inc. (a) (b)		1,333		260
Century Communities, Inc. (a)		4,486		123
Chegg, Inc. (a)		16,990		644
Chewy, Inc. (a) (b)		9,984		290
Chico's FAS, Inc.		21,697		83
Choice Hotels International, Inc.		7,372		762
Churchill Downs, Inc.		6,219		853
Chuy's Holdings, Inc. (a)		3,267		85
Columbia Sportswear Co.		6,485		650
Cooper Tire & Rubber Co.		7,791		224
Core-Mark Holding Co., Inc.		7,852		213

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Cracker Barrel Old Country Store, Inc. (b)		3,673	$	565
Crocs, Inc. (a)		11,157		467
Dana, Inc.		23,388		426
Dave & Buster's Entertainment, Inc.		4,722		190
Deckers Outdoor Corp. (a)		4,214		712
Denny's Corp. (a)		9,200		183
Designer Brands, Inc. (b)		10,396		164
Dick's Sporting Goods, Inc.		10,825		536
Dillard's, Inc., Class A (b)		3,640		267
Dine Brands Global, Inc.		2,475		207
Domino's Pizza, Inc. (b)		6,669		1,959
Dorman Products, Inc. (a)		4,400		333
Dunkin' Brands Group, Inc.		12,096		914
Ethan Allen Interiors, Inc.		4,996		95
Etsy, Inc. (a)		20,573		911
Extended Stay America, Inc.		32,733		486
Five Below, Inc. (a)		9,096		1,163
Floor & Decor Holdings, Inc., Class A (a)		14,453		734
Foot Locker, Inc.		18,841		735
Fox Factory Holding Corp. (a)		5,490		382
Frontdoor, Inc. (a)		13,371		634
GameStop Corp., Class A (b)		15,088		92
Genesco, Inc. (a)		2,955		142
Gentex Corp.		40,580		1,176
Gentherm, Inc. (a)		4,463		198
G-III Apparel Group Ltd. (a)		7,966		267
GoPro, Inc., Class A (a) (b)		24,346		106
Graham Holdings Co., Class B		684		437
Grand Canyon Education, Inc. (a)		7,704		738
Green Brick Partners, Inc. (a)		11,378		131
Group 1 Automotive, Inc.		2,988		299
Groupon, Inc. (a)		96,404		230
GrubHub, Inc. (a) (b)		12,809		623
Guess?, Inc.		5,948		133
Helen of Troy Ltd. (a)		3,529		634
Hilton Grand Vacations, Inc. (a)		12,840		442
Houghton Mifflin Harcourt Co. (a)		26,943		168
Hudson Ltd., Class A (a)		10,593		162
Hyatt Hotels Corp., Class A		3,521		316
Installed Building Products, Inc. (a)		3,607		248
iRobot Corp. (a) (b)		3,579		181
Jack in the Box, Inc.		4,074		318
Johnson Outdoors, Inc., Class A		1,812		139
K12, Inc. (a)		7,684		156
KB Home		11,275		386
Kontoor Brands, Inc.		9,276		389
Laureate Education, Inc. (a)		8,073		142
La-Z-Boy, Inc.		7,832		247
LCI Industries		4,136		443
Lear Corp.		9,763		1,340

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Levi Strauss & Co., Class A (b)		7,540	$	145
Lithia Motors, Inc.		3,498		514
M/I Homes, Inc. (a)		4,068		160
Malibu Boats, Inc., Class A (a)		3,755		154
MarineMax, Inc. (a)		5,811		97
Marriott Vacations Worldwide Corp.		7,279		937
Mattel, Inc. (a) (b)		37,950		514
MDC Holdings, Inc.		9,156		349
Meritage Homes Corp. (a)		5,743		351
Modine Manufacturing Co. (a)		11,856		91
Monarch Casino & Resort, Inc. (a)		2,906		141
Monro, Inc		4,722		369
Murphy USA, Inc. (a)		4,927		576
National Vision Holdings, Inc. (a)		10,837		351
Office Depot, Inc.		91,700		251
Ollie's Bargain Outlet Holdings, Inc. (a)		8,332		545
Oxford Industries, Inc.		3,115		235
Papa John's International, Inc.		3,442		217
Peloton Interactive, Inc., Class A (a) (b)		6,581		187
Penn National Gaming, Inc. (a) (b)		18,278		467
Penske Automotive Group, Inc.		6,847		344
Planet Fitness, Inc., Class A (a)		13,556		1,012
Polaris, Inc.		7,951		809
Pool Corp.		6,697		1,423
Quotient Technology, Inc. (a)		13,823		136
Qurate Retail, Inc., Class A (a)		74,168		625
Red Rock Resorts, Inc., Class A		11,370		272
Regis Corp. (a)		7,288		130
Rent-A-Center, Inc.		7,821		226
RH Corp. (a) (b)		1,994		426
Roku, Inc. (a) (b)		3,178		426
Ruth's Hospitality Group, Inc.		6,390		139
Sally Beauty Holdings, Inc. (a)		13,845		253
Scientific Games Corp. (a)		8,149		218
Seaworld Entertainment, Inc. (a) (b)		9,005		286
Service Corp. International		27,048		1,246
Servicemaster Global Holdings, Inc. (a)		18,491		715
Shake Shack, Inc., Class A (a) (b)		2,886		172
Shutterstock, Inc. (a)		3,610		155
Signet Jewelers Ltd.		8,522		185
Six Flags Entertainment Corp.		12,008		542
Skechers USA, Inc., Class A (a)		16,558		715
Skyline Champion Corp. (a)		8,309		263
Sleep Number Corp. (a)		3,648		180
Sonic Automotive, Inc., Class A		3,237		100
Sonos, Inc. (a)		11,843		185
Stamps.com, Inc. (a)		2,559		214
Standard Motor Products, Inc.		3,347		178
Steven Madden Ltd.		12,641		544
Stoneridge, Inc. (a)		4,836		142

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Strategic Education, Inc.		3,059	$	486
Sturm Ruger & Co., Inc.		3,252		153
Taylor Morrison Home Corp., Class A (a)		13,701		300
Tempur Sealy International, Inc. (a) (b)		6,660		580
Tenneco, Inc., Class A		11,050		145
Tesla, Inc. (a)		21,791		9,116
Texas Roadhouse, Inc.		9,992		563
The Buckle, Inc. (b)		4,242		115
The Cheesecake Factory, Inc.		5,986		233
The Children's Place, Inc. (b)		2,285		143
The Goodyear Tire & Rubber Co.		38,315		596
The Michaels Cos., Inc. (a)		16,960		137
The RealReal, Inc. (a) (b)		6,466		122
The Wendy's Co.		37,645		836
Thor Industries, Inc.		9,268		689
Toll Brothers, Inc.		19,168		758
TopBuild Corp. (a)		5,150		531
TRI Pointe Group, Inc. (a)		19,344		301
Tupperware Brands Corp.		11,178		96
Unifi, Inc. (a)		4,562		115
Universal Electronics, Inc. (a)		2,506		131
Urban Outfitters, Inc. (a)		9,421		262
Vail Resorts, Inc.		6,276		1,505
Veoneer, Inc. (a)		22,123		346
Vista Outdoor, Inc. (a)		11,192		84
Visteon Corp. (a)		3,427		297
Wayfair, Inc. (a) (b)		8,231		744
William Lyon Homes, Class A (a)		6,016		120
Williams-Sonoma, Inc.		8,620		633
Wingstop, Inc.		4,661		402
Winmark Corp.		713		141
Winnebago Industries, Inc.		4,326		229
Wolverine World Wide, Inc.		14,409		486
WW International, Inc. (a)		7,732		295
Wyndham Destinations, Inc.		15,468		800
Wyndham Hotels & Resorts, Inc.		16,016		1,006
YETI Holdings, Inc. (a) (b)		6,032		210
Zumiez, Inc. (a)		3,534		122
				84,122
Consumer Staples (2.8%):
Avon Products, Inc.		63,933		360
B&G Foods, Inc. (b)		10,053		180
BellRing Brands, Inc., Class A (a)		6,947		148
Beyond Meat, Inc. (a) (b)		7,973		603
BJ's Wholesale Club Holdings, Inc. (a) (b)		14,036		319
Bunge Ltd.		23,525		1,354
Calavo Growers, Inc.		2,932		266
Cal-Maine Foods, Inc.		4,539		194
Casey's General Stores, Inc.		5,057		803
Central Garden & Pet Co., Class A (a)		5,659		166

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Coca-Cola Consolidated, Inc.		708	$	201
Darling Ingredients, Inc. (a)		22,687		637
Edgewell Personal Care Co. (a)		8,743		271
elf Beauty, Inc. (a)		5,582		90
Energizer Holdings, Inc.		8,286		416
Flowers Foods, Inc.		31,111		676
Fresh Del Monte Produce, Inc.		5,567		195
Freshpet, Inc. (a)		5,965		352
Grocery Outlet Holding Corp. (a)		5,849		190
Herbalife Ltd. (a)		22,124		1,055
HF Foods Group, Inc., Class A (a) (b)		7,431		145
Hostess Brands, Inc. (a)		10,990		160
Ingles Markets, Inc., Class A		2,422		115
Ingredion, Inc.		10,868		1,010
Inter Parfums, Inc.		2,759		201
J&J Snack Foods Corp.		2,418		446
John B Sanfilippo & Son, Inc.		1,392		127
Keurig Dr Pepper, Inc.		47,467		1,374
Lancaster Colony Corp.		3,249		520
Medifast, Inc. (b)		1,894		208
MGP Ingredients, Inc. (b)		2,582		125
National Beverage Corp. (a) (b)		3,206		164
Nu Skin Enterprises, Inc., Class A		9,489		388
Performance Food Group Co. (a)		14,592		751
Pilgrim's Pride Corp. (a)		10,411		341
Post Holdings, Inc. (a)		10,951		1,194
PriceSmart, Inc.		3,153		224
Primo Water Corp. (a)		7,928		89
Rite AID Corp. (a) (b)		9,807		152
Sanderson Farms, Inc.		2,990		527
Seaboard Corp.		46		196
SpartanNash Co.		7,837		112
Spectrum Brands Holdings, Inc.		7,205		464
Sprouts Farmers Markets, Inc. (a)		16,336		316
The Andersons, Inc.		6,709		170
The Boston Beer Co., Inc., Class A (a)		1,080		408
The Chefs' Warehouse, Inc. (a)		4,055		155
The Hain Celestial Group, Inc. (a)		17,295		449
The Simply Good Foods Co. (a)		12,110		346
Tootsie Roll Industries, Inc. (b)		3,643		124
TreeHouse Foods, Inc. (a)		6,580		319
Universal Corp.		4,204		240
US Foods Holding Corp. (a)		35,139		1,471
USANA Health Sciences, Inc. (a)		2,224		175
Vector Group Ltd.		20,357		272
WD-40 Co.		1,805		350
Weis Markets, Inc.		3,701		150
				22,454

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energy (2.4%):
Antero Midstream Corp. (b)		51,480	$	391
Antero Resources Corp. (a)		56,664		161
Apergy Corp. (a)		14,865		503
Arch Coal, Inc., Class A		2,292		164
Archrock, Inc.		22,002		221
Cactus, Inc.		4,356		149
California Resources Corp. (a) (b)		11,434		103
Callon Petroleum Co. (a)		76,231		368
Centennial Resource Development, Inc., Class A (a)		56,644		262
Cheniere Energy, Inc. (a)		43,044		2,628
Chesapeake Energy Corp. (a) (b)		279,091		230
CNX Resources Corp. (a)		33,523		297
Comstock Resources, Inc. (a) (b)		14,622		120
Continental Resources, Inc.		17,805		611
Delek US Holdings, Inc.		11,340		380
Denbury Resources, Inc. (a)		86,415		122
Dorian LPG Ltd. (a)		9,466		147
Dril-Quip, Inc. (a)		5,681		266
Energy Transfer LP		7,108		91
EQT Corp.		42,371		462
Equitrans Midstream Corp. (b)		28,032		375
Green Plains, Inc.		7,227		112
Helix Energy Solutions Group, Inc. (a)		26,974		260
Jagged Peak Energy, Inc. (a)		17,606		149
Magnolia Oil & Gas Corp. (a)		22,276		280
Matador Resources Co. (a)		21,064		379
Murphy Oil Corp.		19,778		530
Nabors Industries Ltd.		70,094		202
Newpark Resources, Inc. (a)		17,897		112
Nextdecade Corp. (a)		23,274		143
Nextier Oilfield Solutions, Inc. (a)		32,580		218
Northern Oil And Gas, Inc. (a)		61,640		144
Oasis Petroleum, Inc. (a)		54,176		177
Oceaneering International, Inc. (a)		17,873		266
Oil States International, Inc. (a)		10,723		175
Parker Drilling Co. (a)		4,135		93
Parsley Energy, Inc., Class A		49,341		933
Patterson-UTI Energy, Inc.		37,880		398
PBF Energy, Inc., Class A		16,290		511
PDC Energy, Inc. (a)		10,601		277
Peabody Energy Corp. (b)		16,624		152
Penn Virginia Corp. (a)		3,683		112
Propetro Holding Corp. (a) (b)		15,642		176
QEP Resources, Inc.		45,615		205
Range Resources Corp. (b)		45,523		221
Renewable Energy Group, Inc. (a)		6,976		188
SEACOR Holdings, Inc. (a)		3,670		158
Select Energy Services, Inc. (a)		14,080		131
SFL Corp., Ltd.		15,033		219

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
SM Energy Co.		18,772	$	211
Southwestern Energy Co. (a)		89,121		216
SRC Energy, Inc. (a)		40,240		166
Talos Energy, Inc. (a)		5,917		178
Targa Resources Corp.		39,290		1,604
Tellurian, Inc. (a)		24,500		178
Tidewater, Inc. (a)		9,260		179
W&T Offshore, Inc. (a)		21,590		120
Whiting Petroleum Corp. (a) (b)		15,191		112
World Fuel Services Corp. (c)		9,939		432
WPX Energy, Inc. (a)		73,102		1,004
				19,372
Financials (18.4%):
1st Source Corp.		4,509		234
AG Mortgage Investment Trust, Inc.		6,786		105
Agnc Investment Corp.		84,796		1,500
Alleghany Corp. (a)		2,279		1,822
Allegiance Bancshares, Inc. (a) (b)		4,874		183
Ally Financial, Inc.		61,634		1,885
American Equity Investment Life Holding Co.		15,779		472
American Financial Group, Inc.		12,441		1,364
American National Bankshares, Inc.		3,218		127
American National Insurance Co.		4,036		475
Ameris Bancorp		11,561		492
AMERISAFE, Inc.		3,469		229
Annaly Capital Management, Inc.		238,471		2,247
Anworth Mortgage Asset Corp.		29,321		103
Apollo Commercial Real Estate Finance, Inc.		21,068		385
Apollo Investment Corp.		15,134		264
Arbor Realty Trust, Inc.		15,704		225
Arch Capital Group Ltd. (a)		52,164		2,237
Ares Capital Corp.		73,890		1,378
Ares Commercial Real Estate Corp.		6,763		107
Ares Management Corp., Class A		16,463		588
Argo Group International Holdings Ltd.		6,041		397
Armour Residential REIT, Inc.		9,842		176
Arrow Financial Corp.		3,863		146
Artisan Partners Asset Management, Inc., Class A		7,501		242
Assetmark Financial Holdings, Inc. (a)		5,224		152
Associated Bancorp, Class A		26,305		580
Assured Guaranty Ltd.		16,302		799
Atlantic Union Bankshares Corp.		14,843		557
AXA Equitable Holdings, Inc.		52,694		1,306
Axis Capital Holdings Ltd.		13,282		789
Axos Financial, Inc. (a)		9,527		288
Banc of California, Inc.		9,642		166
BancFirst Corp.		4,207		263
BancorpSouth Bank		16,899		531
Bank of Hawaii Corp.		5,839		556
Bank of Marin Bancorp		2,844		128

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Bank OZK, Class A		21,918	$	669
BankUnited, Inc.		15,308		560
Banner Corp.		5,761		326
Bar Harbor Bankshares		4,265		108
Barings BDC, Inc. (b)		14,775		152
Berkshire Hills Bancorp, Inc.		8,514		280
BGC Partners, Inc., Class A		46,807		278
BlackRock Capital Investment Corp.		17,752		88
BlackRock TCP Capital Corp.		10,327		145
Blackstone Mortgage Trust, Inc., Class A		21,860		814
Blucora, Inc. (a)		8,499		222
BOK Financial Corp.		6,595		576
Boston Private Financial Holdings, Inc.		15,544		187
Bridge Bancorp, Inc.		5,308		178
Brighthouse Financial, Inc. (a)		17,973		705
Brookline Bancorp, Inc., Class A		14,257		235
Brown & Brown, Inc.		38,415		1,517
Bryn Mawr Bank Corp.		5,103		210
Byline Bancorp, Inc., Class A		6,991		137
Cadence Bancorp		22,307		404
Cambridge Bancorp, Class A (b)		1,126		90
Camden National Corp.		3,711		171
Capital City Bank Group, Inc.		3,438		105
Capitol Federal Financial, Inc.		18,864		259
Capstead Mortgage Corp.		17,851		141
Cathay General Bancorp		12,825		488
CBTX, Inc., Class A		5,544		173
Centerstate Banks, Inc.		21,134		528
Central Pacific Financial Corp.		4,668		138
Chimera Investment Corp.		30,443		626
CIT Group, Inc.		15,696		716
Citizens & Northern Corp.		3,546		100
City Holding Co.		3,079		252
Civista Bancshares, Inc.		4,196		101
CNA Financial Corp.		5,537		248
CNB Financial Corp., Class A		4,524		148
CNO Financial Group, Inc.		27,067		491
Cohen & Steers, Inc.		4,487		282
Colony Credit Real Estate, Inc.		19,530		257
Columbia Banking System, Inc.		11,337		461
Columbia Financial, Inc. (a)		9,786		166
Commerce Bancshares, Inc., Class C		16,612		1,128
Community Bank System, Inc.		8,072		573
Community Trust Bancorp, Inc., Class A		4,328		202
Connectone Bancorp, Inc., Class A		6,748		174
Cowen, Inc., Class A (a)		5,232		82
Credit Acceptance Corp. (a)		2,544		1,126
Cullen/Frost Bankers, Inc.		9,352		914
Customers Bancorp, Inc., Class A (a)		6,138		146
CVB Financial Corp.		22,284		481

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Dime Community Bancshares, Inc.		5,125	$	107
Eagle Bancorp, Inc.		6,290		306
East West Bancorp, Inc.		24,538		1,194
Eaton Vance Corp.		18,340		856
eHealth, Inc. (a)		3,283		315
Ellington Financial, Inc.		4,711		86
Employers Holdings, Inc.		5,803		242
Encore Capital Group, Inc. (a)		2,696		95
Enova International, Inc. (a)		6,351		153
Enstar Group Ltd. (a)		2,458		508
Enterprise Financial Services Corp.		5,521		266
Equus Total Return, Inc. (a)		1,196		2
Erie Indemnity Co., Class A		3,675		610
Evercore, Inc.		6,466		483
FactSet Research Systems, Inc.		6,124		1,643
FB Financial Corp.		3,403		135
FBL Financial Group, Inc., Class A		5,727		337
Federal Agricultural Mortgage Corp.		1,887		158
Federal Home Loan Mortgage Corp. (a)		120,046		361
Federal National Mortgage Association (a) (b)		217,440		678
Federated Investors, Inc., Class B		12,337		402
Fidelity National Financial, Inc., Class A		42,772		1,940
Financial Institutions, Inc.		3,998		128
First American Financial Corp.		17,213		1,004
First Bancorp, Inc.		32,215		341
First Bancorp, Inc., Class A		5,826		233
First Busey Corp.		11,287		310
First Citizens BancShares, Inc., Class A		1,330		708
First Commonwealth Financial Corp.		19,976		290
First Defiance Financial Corp.		3,625		114
First Financial Bancorp		16,138		411
First Financial Bankshares, Inc. (b)		20,768		729
First Financial Corp., Class A		3,019		138
First Hawaiian, Inc.		19,314		557
First Horizon National Corp.		41,651		690
First Internet Bancorp		3,579		85
First Interstate BancSystem, Inc., Class A		5,209		218
First Merchants Corp.		10,281		428
First Midwest Bancorp, Inc.		18,644		430
FirstCash, Inc., Class A		6,777		546
Flagstar Bancorp, Inc., Class A		6,039		231
Flushing Financial Corp.		6,100		132
FNB Corp.		50,569		642
Focus Financial Partners, Inc. (a)		4,379		129
Franklin Financial Network, Inc.		3,252		112
FS KKR Capital Corp.		90,529		555
Fulton Financial Corp.		24,523		427
Genworth Financial, Inc., A (a)		80,720		355
German American Bancorp, Inc., Class A		5,864		209
Glacier Bancorp, Inc.		13,807		635

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Goldman Sachs BDC, Inc.		9,544	$	203
Golub Capital BDC, Inc.		25,239		466
Granite Point Mortgage Trust, Inc.		7,647		141
Great Southern Bancorp, Inc., Class A		3,015		191
Great Western Bancorp, Inc.		9,010		313
Green Dot Corp. (a)		9,291		216
Hamilton Lane, Inc.		2,734		163
Hancock Whitney Corp., Class B		15,194		667
Hanmi Financial Corp.		6,428		129
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		11,241		362
HarborOne Bancorp, Inc. (a)		9,352		103
Heartland Financial USA, Inc.		7,166		356
Hercules Capital, Inc.		18,892		265
Heritage Commerce Corp.		10,652		137
Heritage Financial Corp.		6,062		172
Heritage Insurance Holdings, Inc.		6,313		84
Hilltop Holdings, Inc.		13,754		343
Home BancShares, Inc.		25,734		506
Homestreet, Inc. (a)		4,516		154
Hope Bancorp, Inc.		20,707		308
Horace Mann Educators Corp.		7,014		306
Horizon Bancorp, Inc., Class A		9,306		177
Houlihan Lokey, Inc.		3,316		162
IBERIABANK Corp.		8,324		623
Independent Bank Corp.		4,592		104
Independent Bank Corp.		5,773		481
Independent Bank Group, Inc. (b)		6,626		367
Interactive Brokers Group, Inc.		8,476		395
International Bancshares Corp.		10,578		456
International Fcstone, Inc., Class A (a)		3,168		155
Invesco Mortgage Capital, Inc.		19,192		320
Investors Bancorp, Inc., Class A		43,471		518
Jefferies Financial Group, Inc.		46,853		1,001
Kearny Financial Corp.		11,607		161
Kemper Corp.		11,286		875
Kinsale Capital Group, Inc.		3,773		384
KKR Real Estate Finance Trust, Inc.		7,853		160
Ladder Capital Corp.		11,386		205
Lakeland Bancorp, Inc., Class A		10,974		191
Lakeland Financial Corp.		5,712		279
Legg Mason, Inc.		13,427		482
LendingTree, Inc. (a)		1,080		328
Live Oak Bancshares, Inc.		7,661		146
LPL Financial Holdings, Inc.		13,058		1,205
Macatawa Bank Corp.		8,522		95
Main Street Capital Corp. (b)		11,578		499
Markel Corp. (a)		2,358		2,697
MBIA, Inc. (a)		17,204		160
Mercantile Bank Corp.		4,021		147
Mercury General Corp.		5,377		262

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Meridian Bancorp, Inc.		7,486	$	150
Meta Financial Group, Inc.		6,519		238
MFA Financial, Inc.		60,188		460
MGIC Investment Corp.		61,414		869
Midland States BanCorp, Inc.		5,796		168
MidWestOne Financial Group, Inc.		4,280		155
Moelis & Co., Class A		5,316		170
Morningstar, Inc.		3,877		587
Mutualfirst Financial, Inc.		2,886		114
National Bank Holdings Corp.		4,859		171
National General Holdings Corp.		13,723		303
National Western Life Group, Inc., Class A		396		115
Navient Corp.		35,391		484
NBT Bancorp, Inc.		8,118		329
Nelnet, Inc., Class A		3,727		217
New Mountain Finance Corp.		15,159		208
New Residential Investment Corp.		66,731		1,075
New York Community Bancorp, Inc.		65,587		788
New York Mortgage Trust, Inc.		31,179		194
Newtek Business Services Corp.		4,844		110
NMI Holdings, Inc., Class A (a) (b)		11,226		372
Northfield Bancorp, Inc.		8,933		152
Northrim Bancorp, Inc.		2,193		84
Northwest Bancshares, Inc.		14,820		246
Oaktree Specialty Lending Corp.		23,243		127
Oceanfirst Financial Corp.		8,880		227
OFG Bancorp		7,593		179
Old National Bancorp (b)		28,232		516
Old Republic International Corp.		47,964		1,073
Old Second Bancorp, Inc.		7,730		104
Onemain Holdings, Inc.		15,384		648
Origin Bancorp, Inc.		4,417		167
Oxford Square Capital Corp.		21,842		119
Pacific Premier Bancorp, Inc.		9,619		314
PacWest Bancorp		19,215		735
Park National Corp.		3,403		348
Peapack-Gladstone Financial Corp.		3,442		106
PennantPark Floating Rate Capital Ltd.		9,322		114
Pennantpark Investment Corp.		19,793		129
Pennymac Financial Services		8,990		306
Pennymac Mortgage Investment Trust		14,331		319
Peoples Bancorp, Inc.		4,790		166
People's Utah Bancorp		4,150		125
Pinnacle Financial Partners, Inc.		12,520		801
Piper Jaffray Co.		2,457		196
Popular, Inc.		13,931		818
PRA Group, Inc. (a)		6,260		227
Preferred Bank		2,277		137
Primerica, Inc.		5,691		743
ProAssurance Corp.		9,253		334

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Prosight Global, Inc. (a)		6,252	$	101
Prospect Capital Corp. (b)		55,699		359
Prosperity Bancshares, Inc.		14,333		1,030
Provident Financial Services, Inc.		10,426		257
QCR Holdings, Inc.		3,359		147
Radian Group, Inc.		31,423		790
Ready Capital Corp.		11,041		170
Redwood Trust, Inc.		16,541		274
Reinsurance Group of America, Inc.		9,809		1,599
RenaissanceRe Holdings Ltd.		6,644		1,303
Renasant Corp.		11,241		398
Republic Bancorp, Inc.		2,902		136
RLI Corp.		7,505		676
S&T Bancorp, Inc.		5,940		239
Safety Insurance Group, Inc.		2,475		229
Sandy Spring Bancorp, Inc.		5,986		227
Santander Consumer USA Holdings, Inc.		18,879		441
Seacoast Banking Corp. of Florida (a)		8,537		261
SEI Investments Co.		25,382		1,662
Selective Insurance Group, Inc.		9,393		612
ServisFirst Bancshares, Inc. (b)		9,535		359
Sierra Bancorp		3,808		111
Signature Bank		8,087		1,104
Simmons First National Corp., Class A (b)		15,696		420
SLM Corp.		65,549		584
Solar Capital Ltd.		7,166		148
South State Corp.		5,910		513
Southern First Bancshares, Inc. (a)		2,064		88
Southern National Bancorp of Virginia, Inc.		4,905		80
Southside Bancshares, Inc.		6,428		239
Starwood Property Trust, Inc.		46,669		1,160
State Auto Financial Corp.		3,724		116
Sterling Bancorp		31,842		671
Stewart Information Services Corp.		4,250		173
Stifel Financial Corp.		11,217		680
Stock Yards Bancorp, Inc.		4,608		189
Synovus Financial Corp.		24,416		957
TCF Financial Corp.		26,244		1,227
TCG BDC, Inc.		12,778		171
TD Ameritrade Holding Corp.		39,441		1,960
Texas Capital Bancshares, Inc. (a)		8,240		468
TFS Financial Corp.		10,358		204
The Bancorp, Inc. (a)		12,094		157
The Blackstone Group, Inc., Class A		117,039		6,548
The First of Long Island Corp.		4,958		124
The Hanover Insurance Group, Inc.		6,039		825
Tompkins Financial Corp.		2,765		253
Towne Bank		12,947		360
TPG RE Finance Trust, Inc.		9,917		201
TPG Specialty Lending, Inc.		10,118		217

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Tradeweb Markets, Inc., Class A		7,279	$	337
Trico Bancshares		5,090		208
Tristate Capital Holdings, Inc. (a)		5,308		139
Triumph Bancorp, Inc. (a)		4,874		185
Trupanion, Inc. (a) (b)		6,123		229
TrustCo Bank Corp.		19,230		167
Trustmark Corp.		8,621		298
Two Harbors Investment Corp.		45,535		666
UMB Financial Corp.		6,016		413
Umpqua Holdings Corp.		32,816		581
United Bankshares, Inc. (b)		16,495		638
United Community Banks, Inc.		13,465		416
United Community Financial Corp.		9,124		106
United Fire Group, Inc.		4,364		191
United Insurance Holdings Corp.		7,127		90
Universal Insurance Holdings, Inc.		6,427		180
Univest Financial Corp.		6,298		169
Valley National Bancorp		57,492		658
Veritex Holdings, Inc.		8,301		242
Virtu Financial, Inc.		5,909		94
Virtus Investment Partners, Inc.		1,211		147
Voya Financial, Inc.		20,738		1,265
Waddell & Reed Financial, Inc., Class A (b)		11,622		194
Walker & Dunlop, Inc.		5,620		364
Washington Federal, Inc.		12,376		454
Washington Trust Bancorp, Inc.		3,397		183
Webster Financial Corp.		14,576		778
WesBanco, Inc.		9,779		370
West Bancorp, Inc.		4,103		105
Westamerica Bancorporation		4,104		278
Western Alliance Bancorp		17,204		981
Western Asset Mortgage Capital Corp.		11,553		119
Westwood Holdings Group, Inc.		3,472		103
White Mountains Insurance Group Ltd.		525		586
Wintrust Financial Corp.		9,230		654
WisdomTree Investments, Inc.		25,734		125
World Acceptance Corp. (a)		1,531		132
WSFS Financial Corp.		7,951		350
				143,590
Health Care (13.0%):
10x Genomics, Inc., Class A (a)		2,550		194
Acadia Healthcare Co., Inc. (a)		11,294		375
ACADIA Pharmaceuticals, Inc. (a)		20,022		857
Accelerate Diagnostics, Inc. (a) (b)		7,639		129
Acceleron Pharma, Inc. (a)		7,364		390
Achillion Pharmaceuticals, Inc. (a)		25,879		156
Adaptive Biotechnologies Corp. (a) (b)		11,416		342
Addus HomeCare Corp. (a)		2,385		232
Adverum Biotechnologies, Inc. (a)		9,715		112
Aerie Pharmaceuticals, Inc. (a) (b)		8,370		202

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Agenus, Inc. (a)		23,624	$	96
Agios Pharmaceuticals, Inc. (a) (b)		9,548		456
Aimmune Therapeutics, Inc. (a)		7,718		258
Akebia Therapeutics, Inc. (a)		30,111		190
Alector, Inc. (a)		7,494		129
Alkermes PLC (a)		22,184		452
Allakos, Inc. (a) (b)		3,379		322
Allogene Therapeutics, Inc. (a)		12,364		321
Allscripts Healthcare Solutions, Inc. (a)		26,700		262
Alnylam Pharmaceuticals, Inc. (a)		16,473		1,897
Amedisys, Inc. (a)		5,222		872
Amicus Therapeutics, Inc. (a)		47,416		462
AMN Healthcare Services, Inc. (a)		7,365		459
Amneal Pharmaceuticals, Inc. (a)		55,108		266
Amphastar Pharmaceuticals, Inc. (a)		7,489		144
AngioDynamics, Inc. (a)		7,470		120
ANI Pharmaceuticals, Inc. (a)		2,038		126
Anika Therapeutics, Inc. (a)		2,014		104
Antares Pharma, Inc. (a)		33,510		157
Apellis Pharmaceuticals, Inc. (a)		9,192		281
Apollo Medical Holdings, Inc. (a)		5,213		96
Arena Pharmaceuticals, Inc. (a)		8,804		400
ArQule, Inc. (a)		21,834		436
Arrowhead Pharmaceuticals, Inc. (a)		14,763		936
Arvinas, Inc. (a)		4,146		170
Atara Biotherapeutics, Inc. (a)		10,384		171
Athenex, Inc. (a)		13,168		201
AtriCure, Inc. (a)		6,740		219
Atrion Corp.		206		155
Audentes Therapeutics, Inc. (a)		9,512		569
Avanos Medical, Inc., Class I (a)		7,265		245
Avantor, Inc. (a)		60,833		1,104
Axogen, Inc. (a)		7,829		140
Axsome Therapeutics, Inc. (a) (b)		4,760		492
Baudax Bio, Inc. (a)		2,136		15
Biodelivery Sciences International, Inc. (a)		20,700		131
BioMarin Pharmaceutical, Inc. (a)		26,655		2,255
Bio-Rad Laboratories, Inc., Class A (a)		3,194		1,182
Bio-Techne Corp.		6,301		1,384
BioTelemetry, Inc. (a)		5,963		276
Bluebird Bio, Inc. (a)		5,302		465
Blueprint Medicines Corp. (a)		7,274		583
Bridgebio Pharma, Inc. (a)		7,290		256
Brookdale Senior Living, Inc. (a)		34,081		248
Bruker Corp.		12,993		662
Cantel Medical Corp. (b)		5,902		418
Cara Therapeutics, Inc. (a) (b)		8,301		134
Cardiovascular Systems, Inc. (a)		4,866		236
CareDx, Inc. (a)		7,614		164
Catalent, Inc. (a)		20,188		1,137

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Catalyst Pharmaceuticals, Inc. (a)		19,169	$	72
Cerus Corp. (a)		25,139		106
Change Healthcare, Inc. (a) (b)		12,588		206
Charles River Laboratories International, Inc. (a)		8,073		1,234
Chemed Corp.		2,514		1,104
Chemocentryx, Inc. (a)		9,914		392
Codexis, Inc. (a)		11,126		178
Coherus Biosciences, Inc. (a)		11,404		205
CONMED Corp.		3,721		416
Constellation Pharmaceuticals, Inc. (a) (b)		2,249		106
Corcept Therapeutics, Inc. (a)		19,535		236
CorVel Corp. (a)		1,922		168
Covetrus, Inc. (a) (b)		19,191		253
Crinetics Pharmaceuticals, Inc. (a) (b)		4,968		125
CryoLife, Inc. (a)		7,341		199
Cryoport, Inc. (a)		7,562		124
Cutera, Inc. (a)		2,803		100
Cytokinetics, Inc. (a) (b)		11,371		121
Deciphera Pharmaceuticals, Inc. (a)		5,911		368
Denali Therapeutics, Inc. (a)		13,587		237
Dexcom, Inc. (a)		13,438		2,940
Dicerna Pharmaceuticals, Inc. (a)		10,501		231
Dynavax Technologies Corp. (a) (b)		14,595		83
Eagle Pharmaceuticals, Inc. (a)		2,456		148
Editas Medicine, Inc. (a)		8,651		256
Eidos Therapeutics, Inc. (a)		2,527		145
Eiger Biopharmaceuticals, Inc. (a)		7,221		108
Elanco Animal Health, Inc. (a)		54,574		1,607
Emergent BioSolutions, Inc. (a)		7,937		428
Enanta Pharmaceuticals, Inc. (a)		3,048		188
Encompass Health Corp.		16,101		1,115
Endo International PLC (a)		36,190		170
Epizyme, Inc. (a)		15,308		377
Esperion Therapeutics, Inc. (a) (b)		4,536		270
Establishment Labs Holdings, Inc. (a)		3,493		97
Evolent Health, Inc. (a)		15,026		136
Exact Sciences Corp. (a)		24,764		2,291
Exelixis, Inc. (a)		47,766		842
Fate Therapeutics, Inc. (a)		13,007		255
Fibrogen, Inc. (a)		12,947		555
Flexion Therapeutics, Inc. (a) (b)		6,061		125
G1 Therapeutics, Inc. (a)		4,646		123
Glaukos Corp. (a) (b)		5,986		326
Global Blood Therapeutics, Inc. (a)		8,903		708
Globus Medical, Inc. (a)		10,715		631
Gossamer Bio, Inc. (a)		7,753		121
Guardant Health, Inc. (a)		8,401		656
Haemonetics Corp. (a)		7,745		890
Halozyme Therapeutics, Inc. (a)		24,271		430
Hanger, Inc. (a)		5,857		162

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HealthEquity, Inc. (a)		12,132	$	899
HealthStream, Inc. (a)		5,240		143
Heska Corp. (a)		1,445		139
Hill-Rom Holdings, Inc.		10,531		1,196
HMS Holdings Corp. (a)		14,113		418
Homology Medicines, Inc. (a)		7,250		150
Horizon Therapeutics PLC (a)		32,429		1,174
ICU Medical, Inc. (a)		2,704		506
IGM Biosciences, Inc. (a) (b)		3,689		141
ImmunoGen, Inc. (a)		36,129		184
Immunomedics, Inc. (a)		31,890		675
Innoviva, Inc. (a)		13,975		198
Inogen, Inc. (a)		2,635		180
Inovalon Holdings, Inc., Class A (a)		7,966		150
Inovio Pharmaceuticals, Inc. (a) (b)		37,149		123
Insmed, Inc. (a)		13,990		334
Inspire Medical System, Inc. (a)		3,876		288
Insulet Corp. (a) (b)		7,506		1,285
Integer Holdings Corp. (a)		5,072		408
Integra LifeSciences Holdings Corp. (a)		9,771		569
Intellia Therapeutics, Inc. (a) (b)		8,514		125
Intercept Pharmaceuticals, Inc. (a)		3,895		483
Intersect ENT, Inc. (a)		6,778		169
Intrexon Corp. (a) (b)		16,960		93
Invitae Corp. (a) (b)		15,635		252
Ionis Pharmaceuticals, Inc. (a)		15,871		959
Irhythm Technologies, Inc. (a)		3,755		256
Ironwood Pharmaceuticals, Inc. (a)		26,092		347
Kodiak Sciences, Inc. (a)		3,559		256
Krystal Biotech, Inc. (a) (b)		2,104		117
Kura Oncology, Inc. (a)		9,725		134
Lantheus Holdings, Inc. (a)		6,428		132
LeMaitre Vascular, Inc.		2,886		104
LHC Group, Inc. (a)		4,973		685
Ligand Pharmaceuticals, Inc. (a) (b)		3,229		337
Livongo Health, Inc. (a) (b)		8,256		207
Luminex Corp.		9,252		214
MacroGenics, Inc. (a)		10,478		114
Madrigal Pharmaceuticals, Inc. (a)		1,825		166
Magellan Health, Inc. (a)		3,844		301
Masimo Corp. (a)		7,340		1,160
MEDNAX, Inc. (a)		15,185		422
Medpace Holdings, Inc. (a)		4,371		367
MeiraGTx Holdings PLC (a)		7,021		141
Meridian Bioscience, Inc.		9,192		90
Merit Medical Systems, Inc. (a)		9,550		298
Moderna, Inc. (a) (b)		41,305		808
Molina Healthcare, Inc. (a)		7,611		1,033
Momenta Pharmaceuticals, Inc. (a)		15,148		299
MyoKardia, Inc. (a)		6,892		502

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Myriad Genetics, Inc. (a)		9,916	$	270
NanoString Technologies, Inc. (a)		6,801		189
Natera, Inc. (a)		11,299		381
National Healthcare Corp.		2,869		248
National Research Corp.		1,969		130
Natus Medical, Inc. (a)		5,765		190
Nektar Therapeutics (a) (b)		22,349		482
Neogen Corp. (a)		7,463		487
NeoGenomics, Inc. (a)		17,037		498
Neurocrine Biosciences, Inc. (a)		14,278		1,535
Nevro Corp. (a)		4,440		522
NextCure, Inc. (a)		3,480		196
Nextgen Healthcare, Inc. (a)		7,943		128
NGM Biopharmaceuticals, Inc. (a) (b)		6,039		112
NuVasive, Inc. (a)		8,400		650
Odonate Therapeutics, Inc. (a)		3,530		115
Omeros Corp. (a) (b)		10,245		144
Omnicell, Inc. (a)		6,862		561
OPKO Health, Inc. (a) (b)		87,300		128
Option Care Health, Inc. (a)		30,348		113
OraSure Technologies, Inc. (a)		13,114		105
Orthofix Medical, Inc. (a)		3,838		177
Orthopediatrics Corp. (a)		2,513		118
Pacific Biosciences of California, Inc. (a)		31,781		163
Pacira BioSciences, Inc. (a)		7,242		328
Patterson Cos., Inc.		11,204		229
Penumbra, Inc. (a) (b)		5,319		874
Phreesia, Inc. (a)		3,968		106
Portola Pharmaceuticals, Inc. (a)		13,072		312
PRA Health Sciences, Inc. (a)		8,042		894
Precision BioSciences, Inc. (a)		9,428		131
Premier, Inc., Class A (a)		7,524		285
Prestige Consumer Healthcare, Inc. (a)		8,842		358
Principia Biopharma, Inc. (a)		5,096		279
PTC Therapeutics, Inc. (a)		10,049		483
Quanterix Corp. (a)		4,741		112
Quidel Corp. (a)		4,623		347
R1 Rcm, Inc. (a)		20,083		261
Ra Pharmaceuticals, Inc. (a)		7,294		342
RadNet, Inc. (a)		8,910		181
Reata Pharmaceuticals, Inc., Class A (a)		3,440		703
Recro Pharma, Inc.		5,526		101
REGENXBIO, Inc. (a)		5,569		228
Repligen Corp. (a)		6,973		645
Revance Therapeutics, Inc. (a)		9,847		160
Rhythm Pharmaceuticals, Inc. (a)		6,067		139
Rigel Pharmaceuticals, Inc. (a)		45,175		97
Rocket Pharmaceuticals, Inc. (a)		10,822		246
Sage Therapeutics, Inc. (a)		6,321		456
Sangamo Therapeutics, Inc. (a)		22,604		189

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Sarepta Therapeutics, Inc. (a)		11,464	$	1,479
Seattle Genetics, Inc. (a)		25,384		2,901
Select Medical Holdings Corp. (a)		14,988		350
SI-BONE, Inc. (a)		5,128		110
Sientra, Inc. (a)		10,401		93
Silk Road Medical, Inc. (a)		2,384		96
Simulations Plus, Inc.		2,513		73
Spectrum Pharmaceuticals, Inc. (a)		20,616		75
STAAR Surgical Co. (a)		8,514		299
Stemline Therapeutics, Inc. (a)		9,499		101
Supernus Pharmaceuticals, Inc. (a)		9,908		235
Surmodics, Inc. (a)		2,841		118
Syneos Health, Inc. (a)		10,053		598
Synthorx, Inc. (a)		5,652		395
Tabula Rasa Healthcare, Inc. (a) (b)		3,815		186
Tactile Systems Technology, Inc. (a)		3,145		212
Tandem Diabetes Care, Inc. (a)		10,030		598
Teladoc Health, Inc. (a) (b)		11,759		983
Tenet Healthcare Corp. (a)		16,884		642
The Ensign Group, Inc.		8,591		390
The Medicines Co. (a)		10,934		929
The Pennant Group, Inc. (a)		4,922		163
The Providence Service Corp. (a)		2,523		149
TherapeuticsMD, Inc. (a) (b)		40,306		98
Tivity Health, Inc. (a)		5,644		115
Translate Bio, Inc. (a)		8,560		70
Tricida, Inc. (a)		7,533		284
Turning Point Therapeutics, Inc. (a)		3,606		225
Twist Bioscience Corp. (a)		5,125		108
Ultragenyx Pharmaceutical, Inc. (a)		7,400		316
United Therapeutics Corp. (a)		7,197		634
UroGen Pharma Ltd. (a) (b)		4,813		161
US Physical Therapy, Inc.		1,656		189
Vanda Pharmaceuticals, Inc. (a)		10,190		167
Varex Imaging Corp. (a)		6,930		207
Veeva Systems, Inc., Class A (a)		17,395		2,446
Veracyte, Inc. (a)		7,890		220
Vericel Corp. (a)		7,829		136
Viking Therapeutics, Inc. (a)		14,775		118
Vocera Communications, Inc. (a)		4,820		100
Voyager Therapeutics, Inc. (a)		6,199		86
West Pharmaceutical Services, Inc.		10,577		1,591
Xencor, Inc. (a)		5,782		199
Y-mAbs Therapeutics, Inc. (a)		5,292		165
ZIOPHARM Oncology, Inc. (a) (b)		30,360		143
Zogenix, Inc. (a)		6,405		334
				102,753
Industrials (13.7%):
AAON, Inc. (b)		5,567		275
AAR Corp.		5,955		269

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ABM Industries, Inc.		10,579	$	399
ACCO Brands Corp.		19,626		184
Actuant Corp., Class A		11,500		299
Acuity Brands, Inc.		6,329		873
ADT, Inc. (b)		22,482		178
Advanced Disposal Services, Inc. (a)		12,216		402
Advanced Drainage Systems, Inc.		9,174		356
AECOM (a)		17,668		763
Aegion Corp. (a)		5,910		132
Aerojet Rocketdyne Holdings, Inc. (a)		9,786		447
Aerovironment, Inc. (a)		3,655		226
AGCO Corp.		9,878		763
Air Lease Corp.		18,148		862
Air Transport Services Group, Inc. (a)		10,929		256
Aircastle Ltd.		10,005		320
Alamo Group, Inc. (b)		1,561		196
Albany International Corp.		4,166		316
Allegiant Travel Co.		2,141		373
Allison Transmission Holdings, Inc.		19,397		937
Altra Industrial Motion Corp.		11,660		422
AMERCO, Inc.		1,538		578
American Woodmark Corp. (a)		2,342		245
Apogee Enterprises, Inc.		4,798		156
Applied Industrial Technologies, Inc.		5,902		394
ArcBest Corp.		4,691		129
Arcosa, Inc.		7,928		353
Argan, Inc.		3,206		129
Armstrong World Industries, Inc.		7,134		670
ASGN, Inc. (a)		8,332		591
Astec Industries, Inc.		4,341		182
Astronics Corp. (a)		4,204		118
Atkore International Group, Inc. (a)		8,149		330
Atlas Air Worldwide Holdings, Inc. (a)		5,483		151
Avis Budget Group, Inc. (a)		12,147		392
Axon Enterprise, Inc. (a) (b)		8,712		638
AZZ, Inc.		4,051		186
Barnes Group, Inc.		7,174		445
Barrett Business Services, Inc. (b)		1,193		108
Beacon Roofing Supply, Inc. (a)		9,565		306
BMC Stock Holdings, Inc. (a)		12,084		347
Brady Corp., Class A		6,223		356
Brightview Holdings, Inc. (a)		7,608		128
Builders FirstSource, Inc. (a)		20,348		517
BWX Technologies, Inc.		12,520		777
Carlisle Cos., Inc.		9,231		1,494
Casella Waste Systems, Inc. (a)		7,189		331
CBIZ, Inc. (a)		7,658		206
Chart Industries, Inc. (a)		5,415		365
CIRCOR International, Inc. (a)		3,663		169
Clean Harbors, Inc. (a)		8,545		733

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Colfax Corp. (a)		11,188	$	407
Columbus McKinnon Corp.		4,265		171
Comfort Systems USA, Inc.		6,093		304
Continental Building Products, Inc. (a)		5,537		202
CoStar Group, Inc.(a) (c)		5,768		3,452
Covanta Holding Corp.		22,962		341
Crane Co.		7,616		658
CSW Industrials, Inc.		2,140		165
Cubic Corp.		4,333		275
Curtiss-Wright Corp.		6,679		941
Deluxe Corp.		7,341		366
DMC Global, Inc. (b)		1,972		89
Donaldson Co., Inc.		18,796		1,083
Douglas Dynamics, Inc.		3,320		183
Ducommon, Inc. (a)		2,490		126
DXP Enterprise, Inc. (a)		3,282		131
Dycom Industries, Inc. (a)		4,965		234
Echo Global Logistics, Inc. (a)		5,102		106
EMCOR Group, Inc.		8,431		728
Encore Wire Corp.		3,557		204
EnerSys		7,204		539
Ennis, Inc.		5,522		120
Enphase Energy, Inc. (a) (b)		19,458		508
EnPro Industries, Inc.		3,732		250
ESCO Technologies, Inc.		3,450		319
Evoqua Water Technologies Corp. (a)		14,005		265
Exponent, Inc.		8,012		553
Federal Signal Corp.		9,505		307
Fluor Corp.		27,004		510
Forrester Research, Inc. (a)		3,381		141
Forward Air Corp.		4,813		337
Franklin Covey Co. (a)		2,876		93
Franklin Electric Co., Inc.		5,910		339
FTI Consulting, Inc. (a)		5,132		568
Gardner Denver Holdings, Inc. (a) (b)		15,597		572
Gates Industrial Corp. PLC (a)		12,261		169
GATX Corp.		4,615		382
Gibraltar Industries, Inc. (a)		4,608		232
GMS, Inc. (a)		6,024		163
Graco, Inc.		26,671		1,386
GrafTech International, Ltd.		13,152		153
Granite Construction, Inc.		8,940		247
Great Lakes Dredge & Dock Corp. (a)		12,574		142
Griffon Corp.		7,532		153
H&E Equipment Services, Inc.		5,902		197
Harsco Corp. (a)		13,959		321
Hawaiian Holdings, Inc.		7,730		226
HD Supply Holdings, Inc. (a)		25,117		1,011
Healthcare Services Group (b)		13,122		319
Heartland Express, Inc.		8,522		179

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HEICO Corp., Class A		11,341	$	1,015
Heidrick & Struggles International, Inc.		3,983		129
Helios Technologies, Inc.		4,790		221
Herc Holdings, Inc. (a)		5,483		268
Heritage-Crystal Clean, Inc. (a)		3,214		101
Herman Miller, Inc.		9,748		406
Hertz Global Holdings, Inc. (a)		15,902		250
Hexcel Corp.		14,135		1,036
Hillenbrand, Inc.		13,708		457
HNI Corp.		6,622		248
Hub Group, Inc., Class A (a)		5,026		258
Hubbell, Inc.		7,867		1,164
Huron Consulting Group, Inc. (a)		3,781		260
Hyster-Yale Materials Handling, Inc.		2,467		145
IAA, Inc. (a)		23,134		1,088
ICF International, Inc.		3,125		286
IES Holdings, Inc., Class A (a)		4,501		115
Insperity, Inc.		6,808		586
Interface, Inc.		10,776		179
ITT, Inc.		13,276		981
JELD-WEN Holding, Inc., Class 2 (a)		14,074		329
JetBlue Airways Corp. (a)		41,727		781
John Bean Technologies Corp.		4,516		509
Kadant, Inc.		1,988		209
Kaman Corp.		4,737		312
KAR Auction Services, Inc.		22,718		495
Kelly Services, Inc., Class A		5,354		121
Kennametal, Inc. (b)		12,954		478
Kforce, Inc.		4,630		184
Kimball International, Inc., Class B		7,545		156
Kirby Corp. (a)		7,745		693
Knight-Swift Transportation Holdings, Inc.		17,341		622
Knoll, Inc.		8,911		225
Korn Ferry, Class A		9,230		391
Kratos Defense & Security Solutions, Inc. (a)		15,056		271
Landstar System, Inc.		5,293		603
Lennox International, Inc.		5,186		1,265
Lincoln Electric Holdings, Inc.		9,748		943
Lindsay Corp.		1,516		146
Lyft, Inc., Class A (a)		6,372		274
ManpowerGroup, Inc.		9,555		928
Marten Transport Ltd.		7,539		162
MasTec, Inc. (a)		8,446		542
Matson, Inc.		6,435		263
Matthews International Corp., Class A		5,773		220
Maxar Technologies, Inc.		10,731		168
McGrath RentCorp		4,109		315
Mercury Systems, Inc. (a)		8,569		592
Meritor, Inc. (a)		12,185		319
Mobile Mini, Inc.		6,656		252

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Moog, Inc., Class A		4,272	$	365
MRC Global, Inc. (a)		15,345		209
MSA Safety, Inc.		6,226		787
MSC Industrial Direct Co., Inc.		5,293		415
Mueller Industries, Inc.		10,045		319
Mueller Water Products, Inc., Class A		25,216		302
National Presto Industries, Inc.		1,127		100
Navistar International Corp. (a)		16,168		468
Nordson Corp.		7,959		1,296
NOW, Inc. (a)		17,904		201
nVent Electric PLC		28,506		729
Oshkosh Corp.		9,604		909
Owens Corning, Inc.		16,052		1,045
Parsons Corp. (a)		3,907		161
Patrick Industries, Inc.		4,493		236
PGT Innovations, Inc. (a)		9,969		149
PICO Holdings, Inc. (a)		11,241		125
Pitney Bowes, Inc.		31,399		127
Plug Power, Inc. (a) (b)		45,550		144
Primoris Services Corp.		7,981		177
Proto Labs, Inc. (a)		3,678		374
Quanex Building Products Corp.		5,704		97
Raven Industries, Inc.		6,633		229
RBC Bearings, Inc. (a)		3,473		550
Regal Beloit Corp.		6,131		525
Resideo Technologies, Inc. (a)		23,151		276
Resources Connection, Inc.		6,519		106
Rexnord Corp. (a)		18,080		590
Rush Enterprises, Inc., Class A		5,026		234
Ryder System, Inc.		9,108		495
Saia, Inc. (a)		4,067		379
Schneider National, Inc.		7,585		166
Simpson Manufacturing Co., Inc.		6,563		527
Siteone Landscape Supply, Inc. (a)		4,867		441
SkyWest, Inc.		8,747		565
SP Plus Corp. (a)		4,375		186
Spartan Motors, Inc.		6,580		119
Spirit Aerosystems Holdings, Inc., Class A		16,328		1,190
Spirit Airlines, Inc. (a)		10,213		412
SPX Corp. (a)		7,410		377
SPX Flow, Inc. (a)		7,532		368
Standex International Corp.		2,300		183
Steelcase, Inc., Class A		14,008		287
Stericycle, Inc. (a)		12,810		817
Sterling Construction Co., Inc. (a)		5,628		79
Sunrun, Inc. (a)		18,422		254
Systemax, Inc.		4,097		103
Team, Inc. (a)		4,821		77
Teledyne Technologies, Inc. (a)		5,468		1,895
Tennant Co.		2,879		224

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Terex Corp.		12,566	$	374
Tetra Tech, Inc.		8,309		716
The Brink's Co.		7,592		688
The Gorman-Rupp Co.		4,410		165
The Greenbrier Cos., Inc.		6,374		207
The Manitowoc Co., Inc. (a)		9,017		158
The Middleby Corp. (a)		7,989		875
The Timken Co.		11,789		664
Thermon Group Holdings, Inc. (a)		5,704		153
Toro Co.		14,912		1,188
TPI Composites, Inc. (a)		6,892		128
TransUnion		27,764		2,377
Trex Co., Inc. (a)		9,533		857
TriMas Corp. (a)		7,600		239
Trinet Group, Inc. (a)		8,865		502
Trinity Industries, Inc. (b)		22,573		500
Triumph Group, Inc.		7,486		189
TrueBlue, Inc. (a)		7,410		178
Tutor Perini Corp. (a)		8,248		106
Uber Technologies, Inc. (a)		171,950		5,113
UniFirst Corp.		2,044		413
Univar, Inc. (a)		22,352		542
Universal Forest Products, Inc.		9,950		475
Upwork, Inc. (a) (b)		14,500		155
US Ecology, Inc.		3,945		228
Valmont Industries, Inc.		3,359		503
Vectrus, Inc. (a)		2,300		118
Viad Corp.		3,465		234
Vicor Corp. (a)		3,473		162
Wabash National Corp.		9,055		133
WABCO Holdings, Inc. (a)		7,800		1,057
Watsco, Inc.		4,090		737
Watts Water Technologies, Inc., Class A		3,161		315
Welbilt, Inc. (a)		23,396		365
Werner Enterprises, Inc.		6,336		231
Wesco Aircraft Holdings, Inc. (a)		12,162		134
WESCO International, Inc. (a)		6,481		385
Willscot Corp. (a)		8,590		159
Woodward, Inc.		9,421		1,116
XPO Logistics, Inc. (a)		14,991		1,194
				108,022
Information Technology (17.2%):
2u, Inc. (a) (b)		11,820		284
3d Systems Corp. (a)		21,552		189
8x8, Inc. (a)		17,682		324
A10 Networks, Inc. (a)		13,975		96
Acacia Communications, Inc. (a)		6,344		430
ACI Worldwide, Inc. (a)		16,328		619
ADTRAN, Inc.		11,323		112
Advanced Energy Industries, Inc. (a)		5,689		405

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Agilysys, Inc. (a)		4,371	$	111
Alarm.com Holdings, Inc. (a)		5,453		234
Altair Engineering, Inc. (a)		2,825		101
Alteryx, Inc., Class A (a)		2,471		247
Ambarella, Inc. (a)		5,826		353
Amkor Technology, Inc. (a)		18,407		239
Anaplan, Inc. (a)		16,404		860
Anixter International, Inc. (a)		5,453		502
Appfolio, Inc., Class A (a)		2,394		263
Appian Corp. (a) (b)		2,277		87
Arrow Electronics, Inc. (a)		12,498		1,059
Aspen Technology, Inc. (a)		10,725		1,297
Avalara, Inc. (a)		13,004		953
Avaya Holdings Corp. (a)		19,085		258
Avnet, Inc.		17,478		742
AVX Corp.		10,091		207
Axcelis Technologies, Inc. (a)		5,628		136
Badger Meter, Inc.		4,547		295
Belden, Inc.		7,478		411
Benchmark Electronics, Inc.		5,978		205
Benefitfocus, Inc. (a)		4,333		95
Black Knight, Inc. (a)		18,671		1,204
Blackbaud, Inc. (b)		6,024		480
Blackline, Inc. (a)		7,396		381
Booz Allen Hamilton Holdings Corp.		21,409		1,523
Bottomline Technologies de, Inc. (a)		6,991		375
Box, Inc. (a)		24,355		409
Brightcove, Inc. (a)		8,850		77
Brooks Automation, Inc.		12,231		513
Cabot Microelectronics Corp.		5,338		770
CACI International, Inc., Class A (a)		4,000		1,000
Calix, Inc., Class A (a)		12,536		100
Cardtronics PLC, Class A (a)		7,113		318
Cass Information Systems, Inc.		2,811		162
CDK Global, Inc.		19,930		1,090
Cerence, Inc. (a)		7,652		173
Ceridian HCM Holding, Inc. (a)		8,328		565
CEVA, Inc. (a)		4,554		123
Ciena Corp. (a)		24,561		1,049
Cirrus Logic, Inc. (a)		8,530		703
Cision, Ltd. (a)		21,355		213
Cloudera, Inc. (a)		42,839		498
Cloudflare, Inc., Class A (a)		7,276		124
Cognex Corp.		27,119		1,520
Coherent, Inc. (a)		3,968		660
Cohu, Inc.		8,826		202
CommScope Holding Co., Inc. (a)		35,961		510
CommVault Systems, Inc. (a)		7,151		319
Comtech Telecommunications Corp.		4,052		144
Conduent, Inc. (a)		43,477		270

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
CoreLogic, Inc. (a)		11,066	$	484
Cornerstone OnDemand, Inc. (a)		9,595		562
Coupa Software, Inc. (a)		9,315		1,362
Cree, Inc. (a)		13,625		629
Crowdstrike Holdings, Inc., Class A (a)		3,259		163
CSG Systems International, Inc.		5,057		262
CTS Corp.		5,590		168
Cypress Semiconductor Corp.		58,474		1,364
Datadog, Inc., Class A (a)		3,781		143
Dell Technologies, Inc., Class C (a)		35,803		1,839
Diebold Nixdorf, Inc. (a)		12,832		136
Digimarc Corp. (a) (b)		2,711		91
Diodes, Inc. (a)		7,106		401
DocuSign, Inc., Class A (a)		25,871		1,917
Dolby Laboratories, Inc., Class A		9,733		670
Dropbox, Inc. (a)		6,336		113
Dynatrace, Inc. (a)		7,703		195
Ebix, Inc.		3,701		124
EchoStar Corp., Class A (a)		8,728		378
Entegris, Inc.		21,644		1,084
Envestnet, Inc. (a)		9,040		629
EPAM Systems, Inc. (a)		9,154		1,942
ePlus, Inc. (a)		2,254		190
Euronet Worldwide, Inc. (a)		9,179		1,446
Everbridge, Inc. (a)		5,636		440
Everi Holdings, Inc. (a)		15,133		203
ExlService Holdings, Inc., Class A (a)		5,453		379
Extreme Networks, Inc. (a)		21,073		155
Fair Isaac Corp. (a)		4,721		1,769
FARO Technologies, Inc. (a)		2,856		144
Fireeye, Inc. (a)		35,071		580
First Solar, Inc. (a)		12,406		694
Fitbit, Inc., Class A (a)		39,351		259
Five9, Inc. (a)		10,495		688
Forescout Technologies, Inc. (a)		7,220		237
FormFactor, Inc. (a)		11,462		298
Genpact Ltd.		28,386		1,197
GoDaddy, Inc., Class A (a)		11,027		749
Guidewire Software, Inc. (a)		12,844		1,410
Harmonic, Inc. (a)		14,721		115
HubSpot, Inc. (a)		6,934		1,099
Ichor Holdings Ltd. (a)		3,328		111
II-VI, Inc. (a)		14,447		486
Impinj, Inc. (a) (b)		3,572		92
Infinera Corp. (a)		29,565		235
Inphi Corp. (a)		6,892		510
Insight Enterprises, Inc. (a)		5,414		381
Instructure, Inc. (a)		5,710		275
InterDigital, Inc.		5,773		315
Itron, Inc. (a)		6,032		506

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
j2 Global, Inc.		7,445	$	698
Jabil, Inc.		21,538		890
KBR, Inc.		21,469		655
KEMET Corp.		8,758		237
Knowles Corp. (a)		14,318		303
Kulicke & Soffa Industries, Inc.		9,778		266
Lattice Semiconductor Corp. (a)		20,639		395
Limelight Networks, Inc. (a)		28,110		115
Littelfuse, Inc.		4,143		793
LivePerson, Inc. (a)		10,251		379
Liveramp Holdings, Inc. (a)		9,722		467
LogMeIn, Inc.		8,019		688
Lumentum Holdings, Inc. (a)		11,552		916
MACOM Technology Solutions Holdings, Inc. (a)		9,329		248
Manhattan Associates, Inc. (a)		8,085		645
ManTech International Corp., Class A		3,883		310
Marvell Technology Group Ltd.		85,882		2,281
MAXIMUS, Inc.		10,073		749
MaxLinear, Inc., Class- (a)		10,091		214
Medallia, Inc. (a) (b)		3,527		110
Mesa Laboratories, Inc.		579		144
Methode Electronics, Inc.		6,207		244
MicroStrategy, Inc. (a)		1,264		180
MKS Instruments, Inc.		8,316		915
Mobileiron, Inc. (a)		19,062		93
Model N, Inc. (a)		5,036		177
Monolithic Power Systems, Inc.		7,106		1,265
MTS Systems Corp.		2,726		131
National Instruments Corp.		16,473		697
NCR Corp. (a)		19,725		694
NeoPhotonics Corp. (a)		9,792		86
NETGEAR, Inc. (a)		4,912		120
NetScout Systems, Inc. (a)		11,500		277
New Relic, Inc. (a)		8,195		538
NIC, Inc.		10,106		226
nLight, Inc. (a)		6,648		135
Novanta, Inc. (a) (b)		5,620		497
Nuance Communications, Inc. (a)		48,459		864
Nutanix, Inc., Class A (a) (b)		16,808		525
Okta, Inc. (a)		6,330		730
ON Semiconductor Corp. (a)		68,358		1,667
OneSpan, Inc. (a)		6,984		120
Onto Innovation, Inc. (a)		8,004		292
OSI Systems, Inc. (a)		2,765		279
PagerDuty, Inc. (a) (b)		5,018		117
Palo Alto Networks, Inc.(a) (c)		15,705		3,633
PAR Technology Corp. (a) (b)		2,924		90
Paycom Software, Inc. (a)		8,957		2,371
Paylocity Holding Corp. (a)		7,034		850
PC Connection, Inc.		2,829		140

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Pegasystems, Inc.		7,639	$	608
Perficient, Inc. (a)		4,509		208
Perspecta, Inc.		22,710		600
Photronics, Inc. (a)		9,733		153
Plantronics, Inc.		5,498		150
Plexus Corp. (a)		4,021		309
Pluralsight, Inc. (a)		5,445		94
Power Integrations, Inc.		4,356		431
Progress Software Corp.		6,854		285
Proofpoint, Inc. (a)		8,583		985
PROS Holdings, Inc. (a)		3,991		239
PTC, Inc. (a)		16,412		1,229
Pure Storage, Inc. (a)		16,663		285
Q2 Holdings, Inc. (a)		6,869		557
Qualys, Inc. (a)		5,188		433
Rambus, Inc. (a)		21,332		294
Rapid7, Inc. (a)		8,781		492
RealPage, Inc. (a)		13,122		705
RingCentral, Inc., Class A (a)		10,034		1,692
Rogers Corp. (a)		3,023		377
Sabre Corp.		37,104		833
Sailpoint Technologies Holding, Inc. (a)		15,567		367
Sanmina Corp. (a)		11,225		384
ScanSource, Inc. (a)		4,806		178
Science Applications International Corp.		7,917		689
SecureWorks Corp. (a)		14,759		246
Semtech Corp. (a)		11,187		592
Silicon Laboratories, Inc. (a) (b)		5,971		693
Slack Technologies, Inc., Class A (a)		17,244		388
Smartsheet, Inc., Class A (a)		2,391		107
Solarwinds Corp. (a)		14,455		268
Splunk, Inc. (a)		22,555		3,377
SPS Commerce, Inc. (a)		5,400		299
Square, Inc., Class A (a)		39,723		2,484
SS&C Technologies Holdings, Inc.		36,366		2,233
Sunpower Corp. (a) (b)		12,985		101
SVMK Inc. (a)		18,126		324
Sykes Enterprises, Inc. (a)		6,785		251
Synaptics, Inc. (a)		5,613		369
SYNNEX Corp.		4,059		523
Tech Data Corp. (a)		5,697		818
Tenable Holdings, Inc. (a)		7,768		186
Teradata Corp. (a)		19,572		524
Teradyne, Inc.		26,145		1,784
The Rubicon Project, Inc. (a)		13,038		106
The Trade Desk, Inc., Class A (a)		5,171		1,343
TiVo Corp.		23,921		203
Trimble, Inc. (a)		38,566		1,608
TTEC Holdings, Inc.		3,059		121
TTM Technologies, Inc. (a)		15,750		237

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Twilio, Inc., Class A (a)		12,596	$	1,238
Tyler Technologies, Inc. (a)		5,840		1,752
Ubiquiti, Inc.		2,350		444
Ultra Clean Holdings, Inc. (a)		6,923		162
Unisys Corp. (a)		11,035		131
Universal Display Corp.		5,788		1,193
Upland Software, Inc. (a)		3,869		138
Varonis Systems, Inc. (a)		5,156		401
Veeco Instruments, Inc. (a)		9,283		136
Verint Systems, Inc. (a)		11,172		618
Verra Mobility Corp. (a)		17,212		241
ViaSat, Inc. (a)		9,402		688
Viavi Solutions, Inc. (a)		36,091		541
VirnetX Holding Corp. (a) (b)		14,546		55
Virtusa Corp. (a)		4,874		221
Vishay Intertechnology, Inc.		18,392		392
Vishay Precision Group, Inc. (a)		3,031		103
VMware, Inc., Class A (a)		12,936		1,964
WEX, Inc. (a)		6,864		1,438
Workday, Inc., Class A (a)		15,890		2,613
Workiva, Inc. (a)		5,400		227
Xperi Corp.		9,367		173
Yext, Inc. (a)		14,965		216
Zebra Technologies Corp. (a)		8,248		2,106
Zendesk, Inc. (a)		17,417		1,335
Zix Corp. (a)		12,734		86
Zoom Video Communications, Inc. (a) (b)		3,702		252
Zscaler, Inc. (a) (b)		12,794		595
				136,885
Materials (4.1%):
Advansix, Inc. (a)		6,031		120
AK Steel Holding Corp. (a)		53,242		175
Alcoa Corp. (a)		27,280		587
Allegheny Technologies, Inc. (a)		17,821		368
American Vanguard Corp.		5,658		110
AptarGroup, Inc.		8,508		984
Ashland Global Holdings, Inc.		9,116		698
Axalta Coating Systems Ltd. (a)		36,152		1,099
Balchem Corp.		4,524		460
Berry Global Group, Inc. (a)		21,822		1,036
Boise Cascade Co.		6,504		238
Cabot Corp.		10,068		478
Carpenter Technology Corp.		8,134		405
Chase Corp.		1,409		167
Cleveland-Cliffs, Inc. (b)		41,788		351
Coeur Mining, Inc. (a)		36,449		295
Commercial Metals Co.		20,220		450
Compass Minerals International, Inc. (b)		5,491		335
Crown Holdings, Inc. (a)		21,949		1,592
Eagle Materials, Inc.		6,901		625

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ferro Corp. (a)		15,528	$	230
GCP Applied Technologies, Inc. (a)		15,063		342
Graphic Packaging Holding Co.		47,188		786
Greif, Inc., Class A		4,052		179
H.B. Fuller Co.		7,342		379
Hecla Mining Co.		89,790		304
Huntsman Corp.		35,711		863
Ingevity Corp. (a)		6,999		612
Innophos Holdings, Inc.		3,892		124
Innospec, Inc.		3,427		354
Kaiser Aluminum Corp.		2,589		287
Koppers Holdings, Inc. (a)		3,610		138
Kraton Corp. (a)		5,727		145
Kronos Worldwide, Inc.		7,326		98
Livent Corp. (a)		26,518		227
Louisiana-Pacific Corp.		18,980		562
Materion Corp.		3,694		220
Minerals Technologies, Inc.		5,689		328
Myers Industries, Inc.		6,443		107
Neenah, Inc.		2,838		200
NewMarket Corp.		1,074		523
O-I Glass, Inc.		29,890		357
Olin Corp.		22,314		385
OMNOVA Solutions, Inc. (a)		9,786		99
P.H. Glatfelter Co.		10,083		185
PolyOne Corp.		13,076		481
PQ Group Holdings, Inc. (a)		8,560		147
Quaker Chemical Corp. (b)		2,498		411
Reliance Steel & Aluminum Co.		10,516		1,258
Royal Gold, Inc.		9,158		1,120
RPM International, Inc.		18,171		1,395
Schnitzer Steel Industries, Inc.		4,835		105
Schweitzer-Mauduit International, Inc.		4,920		207
Sensient Technologies Corp.		6,230		412
Silgan Holdings, Inc.		9,459		294
Sonoco Products Co.		15,348		947
Southern Copper Corp.		14,622		621
Steel Dynamics, Inc.		36,267		1,235
Stepan Co.		3,061		314
Summit Materials, Inc., Class A (a)		16,968		406
The Chemours Co.		25,831		467
The Scotts Miracle-Gro Co.		6,862		729
Tredegar Corp.		6,047		135
Trinseo SA		5,727		213
United States Steel Corp.		29,473		336
US Concrete, Inc. (a)		2,536		106
Valvoline, Inc.		33,411		715
Verso Corp., Class A (a)		7,448		134
W.R. Grace & Co.		10,700		747
Warrior Met Coal, Inc.		7,989		169

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Westlake Chemical Corp.		5,506	$	386
Worthington Industries, Inc.		6,946		293
				32,390
Real Estate (10.1%):
Acadia Realty Trust		16,147		419
Agree Realty Corp.		5,449		382
Alexander & Baldwin, Inc.		13,966		293
Alexander's, Inc.		663		219
American Assets Trust, Inc.		10,274		472
American Campus Communities, Inc.		24,044		1,131
American Finance Trust, Inc. (b)		11,188		148
American Homes 4 Rent		45,573		1,194
Americold Realty Trust		26,079		914
Apple Hospitality REIT, Inc.		38,330		623
Armada Hoffler Properties, Inc.		8,134		149
Brandywine Realty Trust		32,466		511
Brixmor Property Group, Inc.		50,615		1,094
Camden Property Trust		17,333		1,839
CareTrust REIT, Inc.		13,720		283
Catchmark Timber Trust, Inc.		16,785		193
Chatham Lodging Trust		10,906		200
Colony Capital, Inc.		87,093		414
Columbia Property Trust, Inc.		23,076		483
Community Healthcare Trust, Inc.		2,890		124
CoreCivic, Inc.		20,966		364
CorEnergy Infrastructure Trust, Inc. (b)		2,249		101
Corepoint Lodging, Inc.		15,726		168
CoreSite Realty Corp.		4,539		509
Corporate Office Properties Trust		21,035		618
Cousins Properties, Inc.		24,577		1,013
CubeSmart		32,666		1,028
Cyrusone, Inc.		20,322		1,330
DiamondRock Hospitality Co.		34,675		384
Douglas Emmett, Inc.		30,928		1,358
Easterly Government Properties, Inc.		13,488		320
EastGroup Properties, Inc.		6,705		890
Empire State Realty Trust, Inc.		20,631		288
EPR Properties		11,257		795
Equity Commonwealth		21,288		699
Equity LifeStyle Properties, Inc.		31,687		2,229
Essential Properties Realty Trust, Inc.		11,142		276
First Industrial Realty Trust, Inc.		22,124		918
Forestar Group, Inc. (a)		5,445		114
Four Corners Property Trust, Inc.		9,863		278
Franklin Street Properties Corp.		25,726		220
Front Yard Residential Corp.		12,071		149
FRP Holdings, Inc., Class A (a)		2,627		131
Gaming and Leisure Properties, Inc.		33,521		1,443
Getty Realty Corp.		6,123		201
Gladstone Commercial Corp.		6,899		151

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Global Net Lease, Inc.		15,856	$	322
Healthcare Realty Trust, Inc.		22,831		762
Healthcare Trust of America, Inc., Class A		35,439		1,073
Hersha Hospitality Trust		9,931		144
Highwoods Properties, Inc.		18,675		913
Hudson Pacific Properties, Inc.		25,743		969
Independence Realty Trust, Inc. (b)		15,407		217
Industrial Logistics Properties Trust		12,185		273
Innovative Industrial Properties, Inc. (b)		2,064		157
Investors Real Estate Trust		3,057		222
Invitation Homes, Inc.		53,433		1,601
iStar, Inc.		9,329		135
JBG SMITH Properties		23,491		937
Jones Lang LaSalle, Inc.		8,511		1,482
Kennedy-Wilson Holdings, Inc. (b)		23,434		523
Kilroy Realty Corp.		16,915		1,419
Kite Realty Group Trust		17,874		349
Lamar Advertising Co., Class A		10,594		946
Lexington Realty Trust		35,337		375
Liberty Property Trust		26,440		1,588
Life Storage, Inc.		7,869		852
LTC Properties, Inc.		6,333		284
Mack Cali Realty Corp.		16,153		374
Marcus & Millichap, Inc. (a)		4,867		181
Medical Properties Trust, Inc.		78,686		1,661
Monmouth Real Estate Investment Corp.		19,809		287
National Health Investors, Inc. (b)		7,694		627
National Retail Properties, Inc.		24,374		1,307
National Storage Affiliates Trust		10,604		357
New Senior Investment Group, Inc.		20,921		160
Newmark Group, Inc.		29,983		403
NexPoint Residential Trust, Inc.		4,303		194
Office Properties Income Trust		9,771		314
Omega Healthcare Investors, Inc.		37,236		1,577
One Liberty Properties, Inc.		4,990		136
Outfront Media, Inc.		21,560		578
Paramount Group, Inc.		35,672		497
Parks Hotels & Resorts, Inc.		40,691		1,053
Pebblebrook Hotel Trust		24,035		644
Pennsylvania Real Estate Invesment Trust (b)		15,125		81
Physicians Realty Trust		28,256		535
Piedmont Office Realty Trust, Inc.		22,969		511
PotlatchDeltic Corp.		10,801		467
Preferred Apartment Communities, Inc., Class A		8,134		108
PS Business Parks, Inc.		3,838		633
QTS Realty Trust, Inc., Class A		6,453		350
Rayonier, Inc.		18,158		595
Redfin Corp. (a)		16,991		359
Retail Opportunity Investments Corp.		20,068		354
Retail Properties of America, Inc.		39,892		535

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Retail Value, Inc.		4,371	$	161
Rexford Industrial Realty, Inc.		17,721		809
RLJ Lodging Trust		31,910		565
RPT Realty		16,336		246
Ryman Hospitality Properties, Inc.		9,345		810
Sabra Health Care REIT, Inc.		34,759		742
Safehold, Inc.		3,004		121
Saul Centers, Inc.		3,457		182
Senior Housing Properties Trust		44,613		377
Seritage Growth Properties		4,074		163
Service Properties Trust		30,197		735
SITE Centers Corp.		27,882		391
Spirit Realty Capital, Inc.		14,210		699
STAG Industrial, Inc.		21,010		663
STORE Capital Corp.		33,874		1,261
Summit Hotel Properties, Inc.		20,951		259
Sun Communities, Inc.		15,781		2,368
Sunstone Hotel Investors, Inc.		37,226		518
Tanger Factory Outlet Centers, Inc. (b)		16,800		247
Taubman Centers, Inc.		12,482		388
Tejon Ranch Co. (a)		5,963		95
Terreno Realty Corp.		11,657		631
The Howard Hughes Corp. (a)		7,943		1,007
The RMR Group, Inc.		2,445		112
The St. Joe Co. (a) (b)		6,929		137
UMH Properties, Inc.		10,159		160
Uniti Group, Inc. (b)		34,360		282
Universal Health Realty Income Trust		2,853		335
Urban Edge Properties		22,985		441
Urstadt Biddle Properties, Inc., Class A		8,789		218
VEREIT, Inc.		154,601		1,429
VICI Properties, Inc.		23,015		588
W.P. Carey, Inc.		29,924		2,394
Washington Prime Group, Inc. (b)		38,665		141
Washington Real Estate Investment Trust		16,043		468
Weingarten Realty Investors		22,406		700
Whitestone REIT		7,898		108
Xenia Hotels & Resorts, Inc.		18,712		404
				78,836
Utilities (2.9%):
ALLETE, Inc.		8,116		659
American States Water Co.		5,577		483
Aqua America, Inc.		35,048		1,645
Artesian Resources Corp.		2,650		99
Avangrid, Inc.		9,695		496
Avista Corp.		9,375		451
Black Hills Corp.		8,871		697
California Water Service Group		7,319		377
Chesapeake Utilities Corp.		2,633		252
El Paso Electric Co.		6,443		437

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hawaiian Electric Industries, Inc.		14,744	$	691
IDACORP, Inc.		7,519		803
MDU Resources Group, Inc.		32,005		950
MGE Energy, Inc.		6,397		504
Middlesex Water Co.		3,001		191
National Fuel Gas Co.		14,523		676
New Jersey Resources Corp.		14,875		663
Northwest Natural Holding Co.		5,060		373
NorthWestern Corp. (b)		7,114		510
OGE Energy Corp.		29,115		1,295
ONE Gas, Inc.		7,744		725
Ormat Technologies, Inc.		6,763		504
Otter Tail Corp.		6,961		357
PG&E Corp. (a)		95,186		1,035
PNM Resources, Inc.		11,233		570
Portland General Electric Co. (c)		12,802		714
SJW Corp.		4,105		292
South Jersey Industries, Inc.		15,201		501
Southwest Gas Holdings, Inc.		7,891		599
Spire, Inc.		8,010		667
TerraForm Power, Inc.		23,601		363
The York Water Co.		2,993		138
UGI Corp.		34,933		1,579
Unitil Corp.		2,909		180
Vistra Energy Corp.		69,969		1,609
				22,085
Total Common Stocks (Cost $488,293)				783,974
Rights (0.0%) (m)
Health Care (0.0%):
Alder Biopharmaceuticals, Inc. (a) (d) (e) (f)		13,300		11
Contra Oncomed Pharmaceuticals, Class B (a) (d) (g)		3,414		—	(l)
Elanco Animal Health, Inc. (a) (d) (h)		8,052		—	(l)
Oncternal Therapeutics, Inc. (a) (d) (i)		254		—	(l)
Salarius Pharmaceuticals, Inc. Expires 1/20/20 (d) (e)		2,486		—	(l)
Seelos Therapeutics, Inc. (a) (d) (j)		41		—	(l)
				11
Materials (0.0%):
Schulman, Inc. Expires 12/31/49 (a) (d) (k)		4,402		—	(l)
Total Rights (Cost $3)				11
Warrants (0.0%) (m)
Health Care (0.0%):
Galectin Therapeutics, Inc., Class B (d)		7,552		—	(l)
Total Warrant (Cost $—)				—	(l)

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (4.2%)^
Fidelity Investments Money Market Government Portfolio, I shares, 1.50% (n)		288,744	$	289
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (n)		18,330,431		18,330
Invesco Government & Agency Portfolio, Institutional Shares, 1.51% (n)		14,752,501		14,753
Total Collateral for Securities Loaned (Cost $33,372)				33,372
Total Investments (Cost $521,668) — 103.6%				817,357
Liabilities in excess of other assets — (3.6)%				(28,693	)
NET ASSETS — 100.00%			$	788,664

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(d) Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.005% of the Fund's net assets as of December 31, 2019. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019 illiquid securities were less than 0.005% of the Fund's net assets.

(f) Expiration is subject to contingencies based upon medical marketing milestones.

(g) Expiration is subject to contingencies based upon the receipt of cash payments by OncoMed from Celgene Corporation or its affiliates.

(h) Expiration is subject to contingencies based upon sales milestones.

(i) Expiration is subject to contingencies based upon the grant, sale, or transfer of rights to SARD or SARM technology and any associated royalties.

(j) Expiration is subject to contingencies based upon receipt of cash payments as a result of the sale or out-licensing of the Vitaros assets.

(k) Expiration is subject to contingencies. Rights entitle the Fund to cash based on approval and completion of the merger agreement between LyondellBasell Industries N.V. and A. Schulman.

(l) Amount is less than $1.

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

(n) Rate disclosed is the daily yield on December 31, 2019.

LP — Limited Partnership

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

USAA Mutual Funds Trust
USAA Extended Market Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index Futures		46	3/20/20	$	3,781,317	$	3,842,380	$	61,063
Total unrealized appreciation								$	61,063
Total unrealized depreciation									—
Total net unrealized appreciation(depreciation)								$	61,063

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Extended Market Index Fund
Assets:
Investments, at value (Cost $521,668)	$	817,357	(a)
Cash and cash equivalents		2,626
Deposits with brokers for futures contracts		1,253
Receivables:
Interest and dividends		1,129
Capital shares issued		243
Variation margin on open futures contracts		3
Prepaid expenses		21
Total assets		822,632
Liabilities:
Payables:
Collateral received on loaned securities		33,372
Capital shares redeemed		250
Accrued expenses and other payables:
Investment advisory fees		66
Administration fees		99
Custodian fees		49
Transfer agent fees		44
Compliance fees		—	(b)
Trustees' fees		2
Other accrued expenses		86
Total liabilities		33,968
Net Assets:
Capital		490,240
Total distributable earnings/(loss)		298,424
Net assets	$	788,664
Shares (unlimited number of shares authorized with no par value):		39,420
Net asset value, offering and redemption price per share: (c)	$	20.01

(a) Includes $32,349 of securities on loan.

(b) Amount is less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Extended Market Index Fund
Investment Income:
Interest	$	121
Dividends		10,317
Securities lending (net of fees)		590
Foreign tax withholding		(4	)
Total income		11,024
Expenses:
Investment advisory fees		751
Administration fees		1,126
Sub-Administration fees		11
Professional fees		3
Custodian fees		121
Transfer agent fees		693
Trustees' fees		41
Compliance fees		2
Legal and audit fees		113
State registration and filing fees		22
Other expenses		165
Total expenses		3,048
Net Investment Income (Loss)		7,976
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		9,306
Net realized gains (losses) from futures contracts		655
Net change in unrealized appreciation/depreciation on investment securities		161,156
Net change in unrealized appreciation/depreciation on futures contracts		59
Net realized/unrealized gains (losses) on investments		171,176
Change in net assets resulting from operations	$	179,152

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Extended Market Index Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018*
From Investments:
Operations:
Net investment income (loss)	$	7,976		$	6,926
Net realized gains (losses) from investments		9,961			44,394
Net change in unrealized appreciation/depreciation on investments		161,215			(117,783	)
Change in net assets resulting from operations		179,152			(66,463	)
Change in net assets resulting from distributions to shareholders		(24,534	)		(40,796	)
Change in net assets resulting from capital transactions		(22,360	)		(1,546	)
Change in net assets		132,258			(108,805	)
Net Assets:
Beginning of period		656,406			765,211
End of period	$	788,664		$	656,406
Capital Transactions:
Proceeds from shares issued	$	45,950		$	55,792
Distributions reinvested		23,860			39,931
Cost of shares redeemed		(92,170	)		(97,269	)
Change in net assets resulting from capital transactions	$	(22,360	)	$	(1,546	)
Share Transactions:
Issued		2,434			3,039
Reinvested		1,189			2,344
Redeemed		(4,867	)		(5,029	)
Change in Shares		(1,244	)		354

* USAA Extended Market Index Fund converted from a feeder fund in a master-feeder structure investing in Master Extended Market Index Series to a stand-alone fund on February 23, 2018.

See notes to financial statements.

This page is intentionally left blank.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Extended Market Index Fund
Year Ended December 31, 2019	$	16.14		0.20	(a)		4.31			4.51			(0.26	)		(0.38	)
Year Ended December 31, 2018	$	18.98		0.17			(1.96	)		(1.79	)		(0.17	)		(0.88	)
Year Ended December 31, 2017	$	17.34		0.18			2.88			3.06			(0.18	)		(1.24	)
Year Ended December 31, 2016	$	16.06		0.18			2.33			2.51			(0.18	)		(1.05	)
Year Ended December 31, 2015	$	18.02		0.14			(0.81	)		(0.67	)		(0.15	)		(1.14	)

* Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the Lipper reported return.

^ The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a two-year period beginning July 1, 2019, and in effect through June 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b) Prior to February 24, 2018, the Fund was a feeder fund in a master-feeder structure investing in Master Extended Market Index Series ("the Series") before converting to a stand-alone fund. Expenses include expenses allocated to the Fund by the Series prior to the conversion.

(d) Represents the portfolio turnover of the Master Extended Market Index Series.

(e) Prior to May 1, 2015, AMCO voluntarily agreed to limit the annual expenses of the Fund to 0.50% of the Fund's average daily net assets.

See notes to financial statements.

USAA Mutual Funds Trust

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*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Extended Market Index Fund
Year Ended December 31, 2019		(0.64	)	$	20.01		27.94	%		0.41	%		1.06	%		0.41	%	$	788,664		24	%
Year Ended December 31, 2018		(1.05	)	$	16.14		(9.70	)%		0.43	%(b)		0.90	%(b)		0.43	%(b)	$	656,406		12	%(c)
Year Ended December 31, 2017		(1.42	)	$	18.98		17.72	%		0.44	%		0.93	%		0.44	%	$	765,211		11	%(d)
Year Ended December 31, 2016		(1.23	)	$	17.34		15.48	%		0.48	%(e)		1.14	%		0.48	%(e)	$	671,703		13	%(d)
Year Ended December 31, 2015		(1.29	)	$	16.06		(3.76	)%		0.48	%		0.86	%		0.48	%	$	619,624		14	%(d)

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and 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 47 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Extended Market Index Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the investment adviser to the Fund, and USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services ("SAS"), the transfer agent to the Fund, announced that AMCO and SAS would be acquired by Victory Capital Holdings Inc., a global investment management firm headquartered in Cleveland, Ohio (the "Transaction"). The Transaction closed on July 1, 2019. A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and Victory Capital Management Inc. ("VCM" or "Adviser"). Effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and Victory Capital Transfer Agency Company replaced SAS as the Fund's transfer agent. In addition, effective on that same date, shareholders of the Fund also elected the following two new directors to the Board of the Trust to serve upon the closing of the Transaction: (1) David C. Brown, to serve as an Interested Trustee; and (2) John C. Walters, to serve as an Independent Trustee.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records 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 Fund's 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 Fund's 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.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Trust's Board of Trustees (the "Board") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or the over-the-counter markets, are valued at the last sales price or 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 typically are categorized as Level 1 in the fair value hierarchy.

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

Futures are valued at the settlement price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale on the prior trading date. These valuations typically are categorized as Level 1 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations typically are categorized as Level 2 in the fair value hierarchy.

Effective July 1, 2019 the valuation methodology applied to certain debt securities changed. Securities that were previously valued at an evaluated mean are now valued at the evaluated bid or the last sales price.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations typically are 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 net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of December 31, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedule of Portfolio Investments (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	783,974	$	—	$	—	$	783,974
Rights		—		—		11		11
Warrants		—		—		—		—
Collateral for Securities Loaned		33,372		—		—		33,372
Total	$	817,346	$	—	$	11	$	817,357
Other Financial Investments^:
Assets:
Futures Contracts		61		—		—		61
Total	$	61	$	—	$	—	$	61

^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Real Estate Investment Trusts ("REITs"):

The Fund 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 Fund or when such information becomes known.

Investment Companies:

The Fund 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.

Derivative Instruments:

Futures Contracts:

The Fund 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 Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates, or foreign currencies. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. With exchange-listed futures contracts, counterparty credit risk to the Fund is limited to the exchange's clearinghouse which, as counterparty to all exchange-traded futures contracts, guarantees the transactions against default from the actual counterparty to the transaction. The Fund's derivative agreements held at December 31, 2019, did not include master netting provisions.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2019 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure:	$	61

* Includes cumulative appreciation/depreciation of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts are reported within the Statement of Assets and Liabilities.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2019 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations		Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure:	$	655	$	59

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

Investment Transactions and Related Income:

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

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to 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 cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by SEC guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's 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 Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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 Statement 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. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and 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 Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy borrower default. Cash collateral is listed in the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included. The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2019:

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	32,349			$	—			$	33,372

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Federal Income Taxes:

It is the Fund's policy 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 Fund has a tax year end of December 31.

Management of the Fund 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 year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the 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 affiliated trust based upon net assets or another appropriate basis.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2019, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	181,654	$	210,390

There were no purchases and sales of U.S. government securities during the year ended December 31, 2019.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

Effective with the Transaction on July 1, 2019, investment advisory services are provided to the Fund by the Adviser, a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annual rate of 0.10% of the Fund's average daily net assets. The amounts incurred and paid to VCM from July 1, 2019 through December 31, 2019, was $382 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Fund. The Manager was authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of all or a portion of the Fund's assets. The Manager entered into an Investment Subadvisory Agreement with BNY Mellon Asset Management North America ("BNYM AMNA"), under which BNYM AMNA directed the investment and reinvestment of the Fund's assets (as allocated from time to time by the Manager). This arrangement provided for monthly fees that were paid by AMCO. AMCO (not the Fund) paid the subadviser fees.The Fund's investment management fee was accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average daily net assets. The amount incurred and paid to AMCO from January 1, 2019 through June 30, 2019, was $369 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Effective with the Transaction on July 1, 2019, the Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Prior to that date, the Trust relied on a similar exemptive order granted by the SEC to the Trust and its affiliated persons. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

Effective July 1, 2019, Victory Capital's internal investment team, Victory Solutions, began managing the Fund's assets. BNYM AMNA no longer serves as a subadviser to the Fund.

Administration and Servicing Fees:

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Fund. For such services, AMCO received a fee accrued daily and paid monthly at an annualized rate of 0.15% of average daily net assets. Amounts incurred from January 1, 2019 through June 30, 2019 was $554 thousand and is presented on the Statement of Operations as Administration fees.

Effective with the Transaction on July 1, 2019, the Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensates the Adviser for these services. The amount incurred during the period from July 1, 2019 to December 31, 2019, is reflected on the Statement of Operations as Compliance fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds under the Fund Administration, Servicing, and Accounting Agreement.

In addition to the services provided under its Administration and Servicing Agreement with the Fund, AMCO also provided certain compliance and legal services for the benefit of the Fund prior to the Transaction on July 1, 2019. The Board approved the reimbursement of a portion of these expenses incurred by AMCO.

Transfer Agency Fees:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Effective with the Transaction on July 1, 2019, FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Effective with the Transaction on July 1, 2019, Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, State Street Bank and Trust Company served as the Fund's accounting agent and custodian.

Effective August 5, 2019, Citibank, N.A., serves as the Fund's custodian.

K&L Gates LLP provides legal services to the Trust.

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limit (excluding voluntary waivers) is 0.43%.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which 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 December 31, 2019, there are no amounts available to be repaid to the Adviser.

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 are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2019.

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

5. Risks:

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

The equity securities held in the Fund are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company's operations. Stock markets tend to run in cycles, with periods when stock prices generally go up and periods when stock prices generally go down. Equity securities tend to be more volatile than debt securities.

The Fund invests in small- and mid-cap companies, which may be more vulnerable than larger companies to adverse business or economic conditions. Securities of small- and mid-cap companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in securities of larger companies.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Fund may invest in futures, options, and other types of derivatives linked to the performance of the Index or other indices that are highly correlated with the Index. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETF, or currency to which it relates; the risk that derivatives used for risk management or to gain market exposure may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund.

6. Borrowing and Interfund Lending:

Line of Credit:

Effective with the Transaction on July 1, 2019, the Victory Funds Complex participates in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Fund during the period is presented on the Statement of Operations under line of credit fees.

Prior to the Transaction on July 1, 2019, the line of credit among the Trust, with respect to its funds, and USAA Capital Corporation ("CAPCO") terminated. For the period from January 1, 2019 to June 30, 2019, the Fund paid CAPCO facility fees of $3 thousand.

The Fund had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is reflected on the Statement of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statement of Operations under Income on Interfund lending.

The Fund did not utilize or participate in the Facility during the period from July 1, 2019 through December 31, 2019.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least 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

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

The following permanent reclassifications were made between capital accounts to reflect the portion of the payment made to redeeming shareholders that was claimed as a distribution for income tax purposes during the year ended December 31, 2019 (amounts in thousands):

				Total Distributable Earnings/(Loss)				Capital
				$	(946	)		$	946

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

Year Ended December 31, 2019
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	8,877	$	15,657	$	24,534	$	24,534
Year Ended December 31, 2018
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	7,582	$	33,214	$	40,796	$	40,796

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Deficit)
$—				$	5,438			$	5,438			$	292,986			$	298,424

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

During the tax year ended December 31, 2019, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of December 31, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

				Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
				$	524,371			$	327,741			$	(34,755	)		$	292,986

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, 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 the 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 July 1, 2019 through December 31, 2019.

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

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

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

				Beginning Account Value 7/1/19				Actual Ending Account Value 12/31/19				Hypothetical Ending Account Value 12/31/19				Actual Expenses Paid Period 7/1/19- 12/31/19*				Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*				Annualized Expense Ratio During Period 7/1/19- 12/31/19
				$	1,000.00			$	1,072.70			$	1,023.24			$	2.04			$	1.99				0.39	%

* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the 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 Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently 10 Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 47 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, Building Two, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Direcotr; University of North Carolina (Chapel Hill), Member Board of Governors.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books.
Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014) , which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

None

Barbara B. Ostdiek, Ph.D., Born March 1964

Trustee

2008

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (since 2013); Director, IMCO (September 2009-April 2014); President, AMCO (August, 2011-April 2013); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (since 2011)
Director of USAA Investment Management Company (IMCO) (since 2009); Chairman of Board of IMCO (since 2013); Director of USAA Asset Management Company (AMCO), (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS)(October 2009-June 2019); Director and Vice Chairman of FPS (since 2013); President and Director of USAA Investment Corporation (ICORP) (since 2010); Chairman of Board of ICORP (since 2013);
Director of USAA Financial Advisors, Inc. (FAI) (since 2013); Chairman of Board of FAI (since 2015). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

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

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, Building Two, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Truest (December 2013-February 2018)

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019).

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

The following federal tax information related to the Fund's fiscal year ended December 31, 2019, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2020.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended December 31, 2019 (amounts in thousands):

				Dividend Received Deduction (corporate shareholders)⁽¹⁾				Qualified Dividend Income (non-corporate shareholders)⁽¹⁾				Short-Term Capital Gain Distributions⁽²⁾				Long-Term Capital Gain Distributions⁽²⁾
					86	%			89	%		$	48			$	16,603

⁽¹⁾ Presented as a percentage of net investment income.

⁽²⁾ Pursuant to Section 852 of the Internal Revenue Code.

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.

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:				Call
usaa.com				(800) 235-8396

37733-0220

DECEMBER 31, 2019

Annual Report

USAA Global Managed Volatility Fund

USAA Mutual Funds Trust

TABLE OF CONTENTS

Manager's Commentary on the Fund (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Report of Independent Registered Public Accounting Firm					9
Financial Statements
Schedule of Portfolio Investments					10
Statement of Assets and Liabilities					20
Statement of Operations					21
Statements of Changes in Net Assets					22
Financial Highlights					24
Notes to Financial Statements					26
Supplemental Information (Unaudited)					38
Expense Example					38
Proxy Voting and Portfolio Holdings Information					38
Trustees' and Officers' Information					39
Additional Federal Income Tax Information					45
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

(Unaudited)

Dear Shareholder,

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Mutual Funds Trust (Unaudited)

USAA Global Managed Volatility Fund

Manager's Commentary

Victory Solutions
Wasif A. Latif
Lance Humphrey, CFA

• How did the global financial markets perform during the reporting period?

The broad U.S. equity market as measured by the S&P 500^® Index registered a very strong return for 2019, outpacing the return of global stocks as measured by the MSCI All-Country World Index. Despite a few trade war related scares in the middle of the year, the market staged a strong fourth quarter to end the year and continued the longest bull market on record. U.S. equities surged during the year, aided by clear messaging from the U.S. Federal Reserve (the "Fed") of a continued accommodative stance along with additional liquidity in the overnight interbank lending market. Indications of continued U.S. economic growth led by the consumer, as well as improvement in economic activity overseas, boosted investor confidence. This confluence of a stable economic environment, an accommodative Fed, and a resolution in sight for the trade war helped push stocks higher throughout the year.

Growth-style investments continued their outperformance of the past few years in 2019 with a strong showing, led by information technology and communication services domestically, while the value-style investments underperformed the market. Regionally, the U.S. market outperformed the non-U.S. markets, aided by the information technology companies that also are globally dominant in their industries.

• How did the USAA Global Managed Volatility Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended December 31, 2019, the Fund Shares and Institutional Shares had total returns of 21.69% and 21.97%, respectively. This compares to total returns of 26.60% for the MSCI All-Country World Index (the "Index") and 18.98% for the Global Managed Volatility Composite Index.

• Please discuss the factors that helped and hurt performance during the reporting period.

The Fund seeks to provide diversified exposure to global equities through investments in individual stocks and exchange-traded funds ("ETFs"). We strive to construct a portfolio that can participate in equities' longer-term performance while also managing the risk of large market downturns.

The Fund performed as expected in 2019, posting very strong absolute returns, but lagging the even stronger return of global stocks. The Fund's risk-conscious approach of emphasizing quality, value, and lower volatility stocks within each region and sector was a drag on its relative performance given the strength of the market in the year. During the two instances of market volatility in the middle of the year, our emphasis on risk

USAA Mutual Funds Trust (Unaudited)

USAA Global Managed Volatility Fund (continued)

management added value amid the downturn in stock prices. However, the overall sentiment of the year was one of risk on, and the Fund is likely to lag in such an environment.

Our emphasis on companies with attractive valuations and improving fundamentals put the portfolio somewhat out of step with the stronger showing for lower-quality and momentum-driven stocks through the end of year, especially in the fourth quarter. In addition, our value-oriented posture prevented us from fully participating in the strong returns for the growth style in that time.

The Fund's hedging strategy, which is designed to help cushion the impact of large stock market sell-offs, was also a modest detractor due its drag on return in the year. The Fund established its hedges by using derivatives; specifically, options on the S&P 500 Index.

Thank you for allowing us to help you manage your investments.

USAA Mutual Funds Trust (Unaudited)

USAA Global Managed Volatility Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

Fund Shares

Institutional Shares

INCEPTION DATE

7/12/13

7/31/08

Net Asset Value

MSCI All-Country
World Index¹⁺

Global Managed
Volatility Composite
Index²⁺

One Year

21.69

21.97

26.60

18.98

Five Year

6.68

6.83

8.41

6.28

Ten Year

N/A

5.29

8.79

6.44

Since Inception

5.84

N/A

8.88

6.51

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

+The since inception performance of the MSCI All-Country World Index and Global Managed Volatility Composite Index are calculated from July 12, 2013 through December 31, 2019.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Global Managed Volatility Fund — Growth of $10,000

¹The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

²The Global Managed Volatility Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI All-Country World Index (70%) and the Bloomberg Barclays U.S. Treasury — Bills (1-3M) (30%). There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

*The performance of the MSCI All-Country World Index and the Global Managed Volatility Composite Index are calculated from the end of the month, July 31, 2013, while the USAA Global Managed Volatility Fund Shares initially invested in securities on July 15, 2013. There may be a slight variation of performance numbers because of this difference.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

December 31, 2019

(Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to attain long-term capital appreciation while attempting to reduce volatility during unfavorable market conditions.

Top 10 Holdings*

12/31/19

(% of Net Assets)

iShares Edge MSCI Min Vol EAFE ETF	13.2	%
iShares Core S&P 500 ETF	4.7	%
iShares Edge MSCI Min Vol Emerging Markets ETF	3.6	%
Schwab Fundamental International Large Company Index ETF	3.3	%
iShares Edge MSCI USA Quality Factor ETF	3.0	%
Schwab Fundamental U.S. Large Company Index ETF	2.4	%
iShares Edge MSCI USA Size Factor ETF	2.4	%
Vanguard FTSE Developed Markets ETF	2.3	%
Schwab Fundamental Emerging Markets Large Company Index ETF	2.3	%
Invesco FTSE RAFI Developed Markets ex-US ETF	2.2	%

*Does not include purchased options, written options, futures, and short-term investments purchased with cash collateral from securities loaned.

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

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund (continued)

December 31, 2019

(Unaudited)

Asset Allocation*:

12/31/19

(% of Net Assets)

*Does not include purchased options, written options, futures, 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%.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Global Managed Volatility Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Global Managed Volatility Fund (the "Fund") (one of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (49.2%)
Communication Services (3.2%):
Advanced Info Service Public Co. Ltd.		53,300	$	379
AT&T, Inc.		75,733		2,959
Comcast Corp., Class A		28,627		1,287
Discovery, Inc., Class A (a) (b)		28,041		918
Facebook, Inc., Class A (a)		2,795		574
KDDI Corp.		20,100		600
Koninklijke KPN NV		162,573		481
Liberty Media Corp-Liberty SiriusXM, Class C (a)		15,698		756
NetEase, Inc., ADR		2,961		908
Nippon Telegraph & Telephone Corp.		19,600		495
NTT DOCOMO, Inc.		16,700		465
Omnicom Group, Inc.		38,919		3,153
Sirius XM Holdings, Inc.		57,732		413
Swisscom AG		1,184		627
Take-Two Interactive Software, Inc. (a)		5,189		635
Telefonica SA		129,876		908
Telenor ASA		33,858		607
The Interpublic Group of Co., Inc.		37,505		866
The Walt Disney Co.		24,355		3,523
T-Mobile US, Inc. (a)		26,046		2,043
Verizon Communications, Inc.		131,672		8,085
ViacomCBS, Inc., Class B		9,454		397
WPP PLC		55,296		778
				31,857
Consumer Discretionary (5.5%):
adidas AG		1,924		626
Aptiv PLC		11,893		1,129
AutoZone, Inc. (a)		5,682		6,770
Barratt Developments PLC		47,065		466
Best Buy Co., Inc.		19,096		1,676
Booking Holdings, Inc. (a)		781		1,604
Bridgestone Corp.		12,800		476
Carnival Corp.		15,801		803
Compass Group PLC		20,882		523
Darden Restaurants, Inc.		9,382		1,023
Dollar General Corp.		26,082		4,069
eBay, Inc.		47,663		1,721
Ford Motor Co.		146,902		1,366
Garmin Ltd.		9,320		909
Genuine Parts Co.		33,389		3,547
H&R Block, Inc.		30,901		726
Hasbro, Inc.		5,558		587
Hilton Worldwide Holdings, Inc.		10,538		1,169
Hyundai Mobis Co. Ltd.		3,139		695
Kia Motors Corp.		12,239		467
Kohl's Corp.		19,946		1,016
Leggett & Platt, Inc.		34,007		1,729

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Lowe's Cos., Inc.		4,873	$	584
Magna International, Inc.		14,193		778
Marriott International, Inc., Class A		11,758		1,780
New Oriental Education & Technology Group, Inc., ADR (a)		6,448		782
Nordstrom, Inc.		28,145		1,152
Norwegian Cruise Line Holdings Ltd. (a)		11,299		660
NVR, Inc. (a)		425		1,618
Persimmon PLC		14,596		521
PulteGroup, Inc.		18,598		722
Ralph Lauren Corp.		7,160		839
Restaurant Brands International, Inc.		9,440		602
Ross Stores, Inc.		10,715		1,247
Sekisui House Ltd.		28,500		609
Sony Corp.		13,400		910
Starbucks Corp.		15,928		1,400
Subaru Corp.		17,100		424
Target Corp.		24,036		3,081
The TJX Cos., Inc.		46,928		2,865
Tractor Supply Co.		6,860		641
Whirlpool Corp.		2,825		417
Yum China Holdings, Inc.		16,370		786
				55,515
Consumer Staples (5.1%):
Alimentation Couche-Tard, Inc., Class B		10,932		347
Altria Group, Inc.		45,917		2,292
Asahi Group Holdings Ltd.		10,600		484
Campbell Soup Co.		13,124		649
Carlsberg A/S, Class B		4,847		723
China Mengniu Dairy Co. Ltd.		125,000		506
Church & Dwight Co., Inc.		23,533		1,655
Coles Group Ltd.		51,594		537
Diageo PLC		20,789		876
General Mills, Inc.		46,543		2,493
Imperial Brands PLC		30,298		749
Kellogg Co.		14,810		1,024
Kimberly-Clark Corp.		19,402		2,669
Koninklijke Ahold Delhaize NV		26,503		664
KT&G Corp.		5,361		434
Loblaw Cos. Ltd.		8,542		441
Nestle SA, Registered Shares		11,841		1,282
PepsiCo, Inc.		40,567		5,544
Philip Morris International, Inc.		9,146		778
Sysco Corp.		33,860		2,897
The Estee Lauder Cos., Inc., Class A		5,890		1,217
The Hershey Co.		25,773		3,788
The J.M. Smucker Co.		18,583		1,935
The Procter & Gamble Co.		63,178		7,891
Tyson Foods, Inc., Class A		19,070		1,736
Unilever NV		13,916		799
Unilever PLC		14,124		808

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Uni-President Enterprises Corp.		225,000	$	558
Walgreens Boots Alliance, Inc.		25,574		1,508
Wal-Mart de Mexico SAB de CV		236,947		679
Walmart, Inc.		26,888		3,195
Wesfarmers Ltd.		44,418		1,290
Woolworths Group Ltd.		32,199		817
				53,265
Energy (2.5%):
Chevron Corp.		41,426		4,991
China Shenhua Energy Co. Ltd., Class H		158,500		331
ConocoPhillips		37,939		2,467
Exxon Mobil Corp.		27,023		1,886
HollyFrontier Corp.		7,439		377
Kinder Morgan, Inc.		118,560		2,510
LUKOIL PJSC		10,816		1,076
ONEOK, Inc.		32,577		2,465
Phillips 66		21,195		2,362
Plains GP Holdings LP, Class A		34,195		648
Schlumberger Ltd.		74,165		2,981
Tatneft PJSC		67,900		834
Valero Energy Corp.		30,887		2,893
				25,821
Financials (8.4%):
Aflac, Inc.		95,613		5,058
Allianz SE		4,758		1,167
Ally Financial, Inc.		38,263		1,169
American Express Co.		4,586		571
Ameriprise Financial, Inc.		6,124		1,020
Arch Capital Group Ltd. (a)		95,534		4,097
ASX Ltd.		8,863		488
AXA SA		26,289		743
Banco Bradesco SA		104,400		944
Banco do Brasil SA		39,200		517
Capital One Financial Corp.		17,446		1,795
China Pacific Insurance Group Co. Ltd.		121,200		478
Credicorp Ltd.		3,082		657
Deutsche Boerse AG		3,895		611
Discover Financial Services		14,952		1,268
Everest Re Group Ltd.		1,848		512
Fidelity National Financial, Inc., Class A		51,223		2,323
Fifth Third BanCorp.		94,075		2,892
First Financial Holding Co. Ltd.		463,000		366
FirstRand Ltd.		150,922		678
Franklin Resources, Inc.		14,053		365
Globe Life, Inc.		38,866		4,091
Huntington Bancshares, Inc.		162,489		2,450
Industrial & Commercial Bank of China Ltd., Class H		2,996,000		2,312
Itausa — Investimentos Itau SA		182,900		643
M&T Bank Corp.		4,178		709

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Mega Financial Holding Co. Ltd.		500,000	$	511
MetLife, Inc.		31,279		1,594
MS&AD Insurance Group Holdings, Inc.		17,900		591
Nomura Holdings, Inc.		152,800		786
Northern Trust Corp.		7,983		848
ORIX Corp.		50,800		842
PICC Property & Casualty Co. Ltd., Class H		318,000		383
Ping An Insurance Group Co. of China Ltd.		212,500		2,514
Principal Financial Group, Inc.		12,820		705
Regions Financial Corp.		94,816		1,627
Reinsurance Group of America, Inc.		10,473		1,708
S&P Global, Inc.		2,342		639
Sberbank of Russia PJSC		192,710		793
SEI Investments Co.		30,910		2,024
Shinhan Financial Group Co. Ltd.		21,167		794
Sun Life Financial, Inc.		27,296		1,245
SVB Financial Group (a)		2,482		623
Swiss Life Holding AG		1,573		789
Synchrony Financial		62,881		2,265
T. Rowe Price Group, Inc.		11,085		1,351
The Allstate Corp.		38,088		4,283
The Bank of New York Mellon Corp.		29,794		1,500
The PNC Financial Services Group, Inc.		12,806		2,044
The Progressive Corp.		18,450		1,336
The Toronto-Dominion Bank		37,603		2,109
The Travelers Cos., Inc.		8,749		1,198
Tokio Marine Holdings, Inc.		8,800		493
Truist Financial Corp.		56,988		3,210
U.S. Bancorp		31,337		1,858
Wells Fargo & Co.		42,041		2,262
Zions Bancorp NA		23,247		1,207
Zurich Insurance Group AG		2,398		984
				83,040
Health Care (5.5%):
AbbVie, Inc.		21,915		1,940
AmerisourceBergen Corp.		11,556		982
Amgen, Inc.		12,625		3,044
Anthem, Inc.		2,886		872
Astellas Pharma, Inc.		44,600		760
AstraZeneca PLC		8,682		869
Baxter International, Inc.		44,762		3,743
Biogen, Inc. (a)		6,553		1,944
Bristol-Myers Squibb Co.		6,988		449
Cardinal Health, Inc.		11,296		571
Cerner Corp.		26,015		1,909
Eisai Co. Ltd.		8,700		651
Eli Lilly & Co.		14,528		1,909
Gilead Sciences, Inc.		37,175		2,416
GlaxoSmithKline PLC		51,171		1,203
HCA Healthcare, Inc.		8,503		1,257

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Henry Schein, Inc. (a)		11,458	$	764
Jazz Pharmaceuticals PLC (a)		8,035		1,199
Johnson & Johnson		17,192		2,508
Laboratory Corp. of America Holdings (a)		3,439		582
McKesson Corp.		7,375		1,020
Medtronic PLC		25,338		2,875
Merck & Co., Inc.		83,112		7,559
Merck KGaA		5,450		642
Novartis AG		15,562		1,474
Novo Nordisk A/S, Class B		14,266		827
Pfizer, Inc.		58,611		2,296
Quest Diagnostics, Inc.		11,281		1,205
Roche Holding AG		4,341		1,411
Sanofi		7,966		800
Shionogi & Co. Ltd.		11,500		712
UCB SA		5,805		462
UnitedHealth Group, Inc.		5,347		1,572
Universal Health Services, Inc., Class B		13,759		1,974
Zoetis, Inc.		12,471		1,651
				56,052
Industrials (4.1%):
Adecco Group AG, Registered Shares		7,271		460
Allegion PLC		5,687		708
Atlas Copco AB, Class A		25,540		1,019
Bunzl PLC		15,415		422
Cintas Corp.		4,061		1,093
Cummins, Inc.		6,934		1,241
Delta Air Lines, Inc.		17,738		1,037
Dover Corp.		6,672		769
Eaton Corp. PLC		19,479		1,845
Epiroc AB, Class A		29,881		366
Expeditors International of Washington, Inc.		18,261		1,425
Experian PLC		18,631		631
Ferguson PLC		9,223		839
General Dynamics Corp.		6,031		1,064
HD Supply Holdings, Inc. (a)		74,463		2,995
Huntington Ingalls Industries, Inc.		5,205		1,305
Illinois Tool Works, Inc.		2,805		504
Ingersoll-Rand PLC		11,056		1,470
ITOCHU Corp.		32,500		754
Kone Oyj, Class B		15,352		1,004
L3Harris Technologies, Inc.		4,617		914
Lockheed Martin Corp.		9,719		3,784
Marubeni Corp.		74,300		549
Masco Corp.		13,234		635
RELX PLC		24,861		627
Schneider Electric SE		9,313		957
Secom Co. Ltd.		6,000		536
Snap-on, Inc.		2,556		433
Spirit Aerosystems Holdings, Inc., Class A		8,632		629

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Taisei Corp.		9,200	$	381
Thomson Reuters Corp.		8,513		609
Toyota Tsusho Corp.		10,000		351
United Parcel Service, Inc., Class B		5,111		598
Vestas Wind Systems A/S		5,311		537
WABCO Holdings, Inc. (a)		16,334		2,213
Waste Management, Inc.		28,450		3,242
West Japan Railway Co.		7,600		657
Wolters Kluwer NV		8,957		654
				39,257
Information Technology (7.7%):
Accenture PLC, Class A		13,546		2,852
Akamai Technologies, Inc. (a)		7,491		647
Amphenol Corp., Class A		15,952		1,726
Apple, Inc.		25,591		7,515
Applied Materials, Inc.		21,067		1,286
Arrow Electronics, Inc. (a)		8,928		757
Broadridge Financial Solutions, Inc.		18,082		2,234
Cadence Design Systems, Inc. (a)		33,679		2,336
CDW Corp.		6,610		944
Cisco Systems, Inc.		72,559		3,480
Citrix Systems, Inc.		53,686		5,954
Cognizant Technology Solutions Corp., Class A		39,626		2,458
Corning, Inc.		25,010		728
Dell Technologies, Inc., Class C (a)		19,740		1,014
F5 Networks, Inc. (a)		5,434		759
Fiserv, Inc. (a)		35,843		4,145
FUJIFILM Holdings Corp.		16,400		783
Hitachi Ltd.		21,300		899
HP, Inc.		69,160		1,421
Infosys Ltd.		49,891		514
Intel Corp.		51,325		3,072
International Business Machines Corp.		16,762		2,246
Intuit, Inc.		5,311		1,391
Jack Henry & Associates, Inc.		19,748		2,877
Juniper Networks, Inc.		62,544		1,540
KLA Corp.		4,532		807
Lam Research Corp.		4,223		1,235
Maxim Integrated Products, Inc.		9,628		592
MediaTek, Inc.		71,000		1,052
Microsoft Corp.		5,041		795
NXP Semiconductor NV		3,917		498
Oracle Corp.		48,250		2,556
Qorvo, Inc. (a)		5,607		652
QUALCOMM, Inc.		13,308		1,174
Samsung Electronics Co. Ltd.		51,572		2,485
Seagate Technology PLC		11,339		675
TE Connectivity Ltd.		15,663		1,501
Texas Instruments, Inc.		19,884		2,551
The Western Union Co.		233,866		6,263

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Tokyo Electron Ltd.		2,300	$	502
VeriSign, Inc. (a)		6,531		1,258
Visa, Inc., Class A		7,056		1,326
VMware, Inc., Class A (a)		3,645		553
				80,053
Materials (2.2%):
Air Liquide SA		6,989		991
Air Products & Chemicals, Inc.		17,181		4,036
Anglo American PLC		33,588		965
Anhui Conch Cement Co. Ltd., Class H		55,000		401
Avery Dennison Corp.		9,056		1,184
BHP Group Ltd.		45,542		1,246
BHP Group PLC		42,958		1,007
Celanese Corp., Series A		12,568		1,548
Covestro AG (c)		8,110		377
Ecolab, Inc.		7,999		1,544
International Paper Co.		11,947		550
LyondellBasell Industries NV, Class A		12,234		1,157
MMC Norilsk Nickel PJSC		2,884		889
Mondi PLC		22,366		524
Newcrest Mining Ltd.		17,745		375
Nucor Corp.		22,096		1,244
Packaging Corp. of America		4,372		490
PPG Industries, Inc.		17,249		2,303
Rio Tinto Ltd.		13,642		965
Rio Tinto PLC		16,747		992
Shin-Etsu Chemical Co. Ltd.		4,400		484
The Siam Cement Public Co. Ltd.		35,700		466
UPM-Kymmene Oyj		24,529		851
				24,589
Real Estate (2.2%):
American Tower Corp.		8,363		1,923
AvalonBay Communities, Inc.		5,130		1,076
Boston Properties, Inc.		13,861		1,911
China Overseas Land & Investment Ltd., Class H		176,000		685
China Resources Land Ltd.		126,000		627
CK Asset Holdings Ltd.		118,500		855
Country Garden Holdings Co. Ltd.		347,000		555
Crown Castle International Corp.		2,274		323
Equinix, Inc.		461		269
Equity LifeStyle Properties, Inc.		8,824		621
Equity Residential		12,894		1,043
Extra Space Storage, Inc.		7,772		821
Healthpeak Properties, Inc.		22,197		765
Liberty Property Trust		16,872		1,013
Link REIT		96,500		1,022
New World Development Co. Ltd.		276,000		378
Prologis, Inc.		3,255		290
Public Storage		4,712		1,003

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
SBA Communications Corp.		1,044	$	252
Simon Property Group, Inc.		9,090		1,354
Sun Hung Kai Properties Ltd.		73,500		1,127
Sunac China Holdings Ltd.		113,000		675
Ventas, Inc.		12,940		747
VEREIT, Inc.		90,477		836
Vornado Realty Trust		7,844		522
W.P. Carey, Inc.		10,543		844
Welltower, Inc.		2,937		240
				21,777
Utilities (2.8%):
AES Corp.		30,348		604
Ameren Corp.		44,405		3,410
American Electric Power Co., Inc.		15,560		1,471
CMS Energy Corp.		50,075		3,147
DTE Energy Co.		32,234		4,186
Duke Energy Corp.		23,714		2,163
Enel SpA		89,400		710
Exelon Corp.		70,577		3,218
NRG Energy, Inc.		12,353		491
Pinnacle West Capital Corp.		26,222		2,358
The Southern Co.		29,390		1,872
Tokyo Gas Co. Ltd.		18,200		442
UGI Corp.		9,618		434
Veolia Environnement SA		24,295		646
Vistra Energy Corp.		16,795		386
WEC Energy Group, Inc.		25,486		2,351
Xcel Energy, Inc.		23,456		1,489
				29,378
Total Common Stocks (Cost $447,984)				500,604
Preferred Stocks (0.1%)
Financials (0.1%):
Itau Unibanco Holding SA		88,800		823
Total Preferred Stock (Cost $759)				823
Rights (0.0%) (d)
Health Care (0.0%):
Bristol-Myers Squibb Co. (a) (f)		6,988		21
Total Right (Cost $16)				21
Exchange-Traded Funds (48.8%)
Goldman Sachs ActiveBeta Emerging Markets Equity ETF		53,613		1,841
Goldman Sachs ActiveBeta International Equity ETF (b)		110,034		3,329
Invesco FTSE RAFI Developed Markets ex-US ETF		516,273		21,947
Invesco FTSE RAFI Emerging Markets ETF (b)		639,231		14,255
Invesco FTSE RAFI US 1000 ETF		58,332		7,391

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
iShares Core MSCI EAFE ETF		174,967	$	11,415
iShares Core MSCI Emerging Markets ETF		50,099		2,693
iShares Core S&P 500 ETF		149,402		48,293
iShares Edge MSCI Min Vol EAFE ETF		1,802,826		134,383
iShares Edge MSCI Min Vol Emerging Markets ETF		615,928		36,130
iShares Edge MSCI USA Momentum Factor ETF		167,027		20,972
iShares Edge MSCI USA Quality Factor ETF		304,846		30,789
iShares Edge MSCI USA Size Factor ETF		246,819		24,043
iShares Edge MSCI USA Value Factor ETF (b)		108,917		9,773
JPMorgan Diversified Return Emerging Markets Equity ETF		60,700		3,460
Schwab Fundamental Emerging Markets Large Company Index ETF		781,728		23,327
Schwab Fundamental International Large Company Index ETF		1,148,816		33,224
Schwab Fundamental International Small Company Index ETF (b)		605,362		20,128
Schwab Fundamental U.S. Large Company Index ETF		567,499		24,221
Vanguard FTSE Developed Markets ETF		537,521		23,683
Vanguard FTSE Emerging Markets ETF		22,900		1,018
Total Exchange-Traded Funds (Cost $422,251)				496,315
Affiliated Exchange-Traded Funds (1.2%)
VictoryShares International Volatility Wtd ETF		137,362		5,466
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		54,300		2,437
VictoryShares USAA MSCI International Value Momentum ETF		98,503		4,542
Total Affiliated Exchange-Traded Funds (Cost $12,685)				12,445
Purchased Options (0.0%) (d)
Total Purchased Options (Cost $1,280)				146
Collateral for Securities Loaned (0.4%)^
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (e)		1,326,544		1,327
Invesco Government & Agency Portfolio, Institutional Shares, 1.51% (e)		2,377,311		2,377
Total Collateral for Securities Loaned (Cost $3,704)				3,704
Total Investments (Cost $888,679) — 99.7%				1,014,058
Other assets in excess of liabilities — 0.3%				3,133
NET ASSETS — 100.00%			$	1,017,191

Investments in foreign securities were 31.6% of net assets at December 31, 2019.

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(c) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of this security was $377 thousand and amounted to less than 0.05% of net assets.

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

See notes to financial statements.

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(e) Rate disclosed is the daily yield on December 31, 2019.

(f) Expiration is subject to contingencies based upon certain future regulatory milestones being achieved.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

LP — Limited Partnership

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Purchased Options

Exchange-traded options

(Amounts not in thousands)

Put/
Call

Strike Price

Contracts

Expiration
Date

Value

S&P 500 Index Option

Put

2,700

USD

190

1/17/20

12,350

S&P 500 Index Option

Put

2,800

USD

120

3/20/20

133,800

Total (Cost $1,279,660)

146,150

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Global Managed Volatility Fund
Assets:
Affiliated investments, at value (Cost $12,685)	$	12,445
Unaffiliated investments, at value (Cost $875,994)		1,001,613	(a)
Foreign currency, at value (Cost $44)		44
Cash and cash equivalents		6,381
Receivables:
Interest and dividends		947
Capital shares issued		5
Reclaims		2
From Adviser		220
Prepaid expenses		16
Total assets		1,021,673
Liabilities:
Payables:
Collateral received on loaned securities		3,704
Accrued expenses and other payables:
Investment advisory fees		517
Administration fees		44
Custodian fees		32
Transfer agent fees		43
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		141
Total liabilities		4,482
Net Assets:
Capital		891,090
Total distributable earnings/(loss)		126,101
Net assets	$	1,017,191
Net Assets
Fund Shares	$	11,921
Institutional Shares		1,005,270
Total	$	1,017,191
Shares (unlimited number of shares authorized with no par value):
Fund Shares		1,087
Institutional Shares		90,510
Total		91,597
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	10.97
Institutional Shares	$	11.11

(a) Includes $3,619 of securities on loan.

(b) Rounds to less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Global Managed Volatility Fund
Investment Income:
Income distributions from affiliated funds	$	228
Dividends		26,138
Interest		653
Securities lending (net of fees)		225
Foreign tax withholding		(52	)
Total income		27,192
Expenses:
Investment advisory fees		6,117
Administration fees — Fund Shares		17
Administration fees — Institutional Shares		504
Sub-Administration fees		29
Professional fees		4
Custodian fees		198
Transfer agent fees — Fund Shares		16
Transfer agent fees — Institutional Shares		504
Trustees' fees		41
Compliance fees		3
Legal and audit fees		136
State registration and filing fees		37
Interest expense on interfund lending		—	(a)
Other expenses		35
Total expenses		7,641
Expenses waived/reimbursed by Adviser		(249	)
Expenses waived/reimbursed by AMCO		(240	)
Net expenses		7,152
Net Investment Income (Loss)		20,040
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency translations		17,327
Net realized gains (losses) from futures contracts		4,910
Net realized gains (losses) from written options		354
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		151,599
Net change in unrealized appreciation/depreciation on affiliated funds		912
Net change in unrealized appreciation/depreciation on futures contracts		2,236
Net change in unrealized appreciation/depreciation on written options		(167	)
Net realized/unrealized gains (losses) on investments		177,171
Change in net assets resulting from operations	$	197,211

(a) Amount is less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Global Managed Volatility Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	20,040		$	16,607
Net realized gains (losses) from investments		22,591			10,446
Net change in unrealized appreciation/depreciation on investments		154,580			(117,443	)
Change in net assets resulting from operations		197,211			(90,390	)
Distributions to Shareholders:
Fund Shares		(479	)		(443	)
Institutional Shares		(40,997	)		(39,886	)
Change in net assets resulting from distributions to shareholders		(41,476	)		(40,329	)
Change in net assets resulting from capital transactions		(70,983	)		227,685
Change in net assets		84,752			96,966
Net Assets:
Beginning of period		932,439			835,473
End of period	$	1,017,191		$	932,439
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	2,369		$	3,541
Distributions reinvested		478			443
Cost of shares redeemed		(2,838	)		(3,560	)
Total Fund Shares	$	9		$	424
Institutional Shares
Proceeds from shares issued	$	4,308		$	200,895
Distributions reinvested		40,997			39,886
Cost of shares redeemed		(116,297	)		(13,520	)
Total Institutional Shares	$	(70,992	)	$	227,261
Change in net assets resulting from capital transactions	$	(70,983	)	$	227,685
Share Transactions:
Fund Shares
Issued		224			329
Reinvested		43			46
Redeemed		(269	)		(338	)
Total Fund Shares		(2	)		37
Institutional Shares
Issued		425			18,307
Reinvested		3,672			4,082
Redeemed		(10,721	)		(1,295	)
Total Institutional Shares		(6,624	)		21,094
Change in Shares		(6,626	)		21,131

See notes to financial statements.

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USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Global Managed Volatility Fund
Fund Shares
Year Ended December 31, 2019	$	9.39		0.19	(c)		1.85			2.04			(0.22	)		(0.24	)
Year Ended December 31, 2018	$	10.73		0.25			(1.18	)		(0.93	)		(0.15	)		(0.26	)
Year Ended December 31, 2017	$	9.03		0.13	(c)		1.76			1.89			(0.14	)		(0.05	)
Year Ended December 31, 2016	$	8.59		0.13	(c)		0.42			0.55			(0.11	)		—
Year Ended December 31, 2015	$	8.97		0.10	(c)		(0.40	)		(0.30	)		(0.08	)		—
Institutional Shares
Year Ended December 31, 2019	$	9.49		0.21	(c)		1.88			2.09			(0.23	)		(0.24	)
Year Ended December 31, 2018	$	10.84		0.16			(1.08	)		(0.92	)		(0.17	)		(0.26	)
Year Ended December 31, 2017	$	9.12		0.18	(c)		1.76			1.94			(0.17	)		(0.05	)
Year Ended December 31, 2016	$	8.69		0.16	(c)		0.40			0.56			(0.13	)		—
Year Ended December 31, 2015	$	9.08		0.14	(c)		(0.44	)		(0.30	)		(0.09	)		—

^ The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a two-year period beginning July 1, 2019, and in effect through June 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

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

(d) Reflects increase trading activity due to large shareholder inflows.

(e) Prior to May 1, 2015, AMCO voluntarily agreed to limit the annual expenses of the Fund Shares to 0.90% of the Fund Shares' average daily net assets.

(f) Reflects a return to normal trading levels after a prior year transition.

(g) Prior to May 1, 2017, AMCO voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.70% of the Institutional Shares' average daily net assets. Reflects a return to normal trading levels after a prior year transition.

See notes to financial statements.

USAA Mutual Funds Trust

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover(b)
USAA Global Managed Volatility Fund
Fund Shares
Year Ended December 31, 2019		(0.46	)	$	10.97		21.69	%		0.90	%		1.81	%		1.09	%	$	11,921		53	%
Year Ended December 31, 2018		(0.41	)	$	9.39		(8.78	)%		0.90	%		1.57	%		1.18	%	$	10,229		35	%
Year Ended December 31, 2017		(0.19	)	$	10.73		20.95	%		0.90	%		1.30	%		1.09	%	$	11,284		48	%(d)
Year Ended December 31, 2016		(0.11	)	$	9.03		6.39	%		0.89	%		1.48	%		1.13	%	$	13,964		9	%
Year Ended December 31, 2015		(0.08	)	$	8.59		(3.28	)%		0.90	%(e)		1.14	%		1.15	%	$	15,911		16	%(f)
Institutional Shares
Year Ended December 31, 2019		(0.47	)	$	11.11		21.97	%		0.70	%		1.97	%		0.75	%	$	1,005,270		53	%
Year Ended December 31, 2018		(0.43	)	$	9.49		(8.61	)%		0.70	%		1.87	%		0.74	%	$	922,210		35	%
Year Ended December 31, 2017		(0.22	)	$	10.84		21.24	%		0.72	%(g)		1.79	%		0.76	%	$	824,189		48	%(d)
Year Ended December 31, 2016		(0.13	)	$	9.12		6.46	%		0.78	%		1.85	%		0.81	%	$	295,644		9	%
Year Ended December 31, 2015		(0.09	)	$	8.69		(3.27	)%		0.80	%		1.61	%		0.88	%	$	189,078		16	%(f)

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

The accompanying financial statements are those of the USAA Global Managed Volatility Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges except with respect to 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.

2. Significant Accounting Policies:

Investment Valuation:

• 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.)

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs"), and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or the over-the-counter markets, are valued at the last sales price or 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 typically are categorized as Level 1 in the fair value hierarchy.

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

Options are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and ask price in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund's NAV. These valuations typically are categorized as Level 1 in the fair value hierarchy.

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

	Level 1		Level 2		Level 3		Total
Common Stocks	$	413,307	$	87,297	$	—	$	500,604
Preferred Stocks		—		823		—		823
Rights		21		—		—		21
Exchange-Traded Funds		496,315		—		—		496,315

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Level 1		Level 2		Level 3		Total
Affiliated Exchange-Traded Funds	$	12,445	$	—	$	—	$	12,445
Purchased Options		146		—		—		146
Collateral for Securities Loaned		3,704		—		—		3,704
Total	$	925,938	$	88,120	$	—	$	1,014,058

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or 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. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in "Payable for investments purchased" on the accompanying Statement of Assets and Liabilities and the segregated assets are identified in the Schedule of Portfolio Investments.

Foreign Exchange Currency Contracts:

The Fund 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 the 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 Fund does 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 Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of December 31, 2019, the Fund had no open forward foreign exchange currency contracts.

Derivative Instruments:

The Fund may buy, sell, and enter into certain types of derivatives, including, but not limited to, futures contracts, options, and options on futures contracts, under circumstances in which such instruments are expected by the portfolio manager to aid in achieving the Fund's investment objective. The Fund also may use derivatives in circumstances where the portfolio manager believes they offer an economical means of gaining exposure to a particular asset class or securities market or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market. With exchange-listed futures contracts and options, counterparty credit risk to the Fund is limited to the exchange's clearinghouse which, as counterparty to all exchange-traded futures contracts and options, guarantees the transactions against default from the actual counterparty to the transaction. The Fund's derivative agreements held at December 31, 2019, did not include master netting provisions.

Futures Contracts:

The Fund 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 Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates, or foreign currencies. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The Fund invested in futures contracts during the year ended December 31, 2019, but did not hold futures contracts at year end.

Options:

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options on underlying instruments, namely, equity securities, ETFs, and equity indexes,

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

to gain exposure to, or hedge against, changes in the value of equity securities, ETFs, or equity indexes. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying instrument at a specified price during a specified period. Conversely, a put option gives the purchaser the right to sell, and the writer the obligation to buy, the underlying instrument at a specified price during a specified period. The purchaser of the option pays a premium to the writer of the option.

Premiums paid for purchased options are included in the Fund's Statement of Assets and Liabilities as an investment. If a purchased option expires unexercised, the premium paid is recognized as a realized loss. If a purchased call option on a security is exercised, the cost of the security acquired includes the exercise price and the premium paid. If a purchased put option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium paid. The risk associated with purchasing a call or put option is limited to the premium paid.

Premiums received from writing options are included in the Fund's Statement of Assets and Liabilities as a liability. If a written option expires unexercised, the premium received is recognized as a realized gain. If a written call option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium received. If a written put option on a security is exercised, the cost of the security acquired is the exercise price paid less the premium received. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received.

Summary of Derivative Instruments:

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2019 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations				Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Realized Gains (Losses) from Written Options		Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts		Net Change in Unrealized Appreciation/ Depreciation on Written Options
Equity Risk Exposure:	$	4,910	$	354	$	2,236	$	(167	)

Investment Transactions and Related Income:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	3,619			$	—			$	3,704

Foreign Currency Translations:

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

Foreign Taxes:

The Fund 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 Fund invests.

Federal Income Taxes:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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 Fund has a tax year end of December 31.

Allocations:

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

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2019, was as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	532,612	$	604,540

There were no purchases and sales of U.S. government securities during the year ended December 31, 2019.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA funds. The USAA 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 usaa.com. As of December 31, 2019, certain USAA fund-of funds owned total outstanding shares of the Fund:

Affiliated USAA Fund	Ownership %
Target Income		3.3
Target 2020		6.2
Target 2030		27.0
Target 2040		36.8
Target 2050		22.6
Target 2060		3.0

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

net assets. Amounts incurred and paid to VCM from July 1, 2019 through December 31, 2019 are $3,084 thousand and are reflected on the Statement of Operations as Investment Advisory fees.

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Fund, and for directly managing day-to-day investment of the Fund's assets, subject to the authority of and supervision by the Board. The Fund's investment management fee was accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. The amount incurred and paid to AMCO from January 1, 2019 through June 30, 2019, was $3,033 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

In addition, the Fund invests in affiliated USAA exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM (and previously AMCO) to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). For the period from July 1, 2019 through December 31, 2019, the Fund's Adviser fee was reimbursed by VCM in an amount of $13 thousand, of which $13 thousand is receivable from VCM. For the period from January 1, 2019 through June 30, 2019, the Fund's Adviser fee was reimbursed by AMCO in an amount of $5 thousand.

Administration and Servicing Fees:

Effective with the Transaction on July 1, 2019, VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% of average daily net assets for the Fund Shares and 0.05% of average daily net assets of the Institutional Shares. Amounts incurred from July 1, 2019 through December 31, 2019, were $9 and $254 thousand for Fund Shares and Institutional Shares, respectively. These amounts are presented on the Statement of Operations as Administration fees.

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Fund. For such services, AMCO received a fee accrued daily and paid monthly at an annualized rate of 0.15% of average daily net assets for the Fund Shares and 0.05% of average daily net assets of the Institutional Shares. Amounts incurred from January 1, 2019 through June 30, 2019, were $8 and $250 thousand for Fund Shares and Institutional Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund under the Fund Administration, Servicing, and Accounting Agreement.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Transfer Agency Fees:

Effective with the Transaction on July 1, 2019, Victory Capital Transfer Agency, Inc. ("VCTA"), (formerly, USAA Shareholder Account Services ("SAS")), provides transfer agency services to the Fund. VCTA, an affiliate of the Adviser, provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.05% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA from July 1, 2019 through December 31, 2019, were $8 and $254 thousand for Fund Shares and Institutional Shares, respectively. Amounts incurred and paid to SAS from January 1, 2019 through June 30, 2019, were $8 and $250 thousand for Fund Shares and Institutional Shares, respectively. These amounts are reflected on the Statement of Operations as Transfer Agent fees.

Distributor/Underwriting Services:

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of the Fund's shares on a continuing, best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, State Street Bank and Trust Company served as the Fund's accounting agent and custodian.

Effective August 5, 2019, Citibank, N.A., serves as the Fund's custodian.

K&L Gates LLP provides legal services to the Trust.

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limits (excluding voluntary waivers) are 0.90% and 0.70% for Fund Shares and Institutional Shares, respectively.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

to the Adviser (amounts in thousands). Amounts repaid to the Adviser during the year ended December 31, 2019, if any, are reflected on the Statement of Operations as "Expenses waived/reimbursed by Adviser."

Expires 12/31/2022
$	249

Prior to the Transaction on July 1, 2019, AMCO agreed, through April 30, 2020, to limit the total annual operating expenses of the Fund Shares and Institutional Shares to 0.90% and 0.70%, respectively, of average daily net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund Shares and Institutional Share for all expenses in excess of those amounts. Effective with the Transaction on July 1, 2019, this expense limit is no longer in effect. For the period from January 1, 2019 through June 30, 2019, the Fund incurred reimbursements of $240 thousand. This amount is reflected on the Statement of Operations as "Expenses waived/reimbursed by AMCO."

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

6. Risks:

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

The Fund focuses on stocks and ETFs that emphasize certain investment factors such as momentum, value, and quality, or that could lower volatility in the Fund's returns. The Fund uses quantitative analysis to allocate exposure to individual factors in an attempt to limit the amount of risk any individual factor contributes to the Fund and to reduce the Fund's volatility. The Fund will adjust its investments among asset classes and factor exposures to take advantage of opportunities and to manage risk. The Fund may engage in active and frequent trading of portfolio holdings.

In an attempt to reduce the Fund's volatility over time, the Fund may implement an option-based risk-management strategy. This strategy involves purchasing and selling options on component indices or corresponding ETFs. This option strategy may not fully protect the Fund against declines in the value of its portfolio, and the Fund could experience a loss. The Fund also invests in other derivatives, including equity futures. Futures typically are used as a liquid and economical means of managing tactical allocations to asset classes or factors.

Diversification in the Fund's portfolio, combined with the use of call and put options, is designed to provide the Fund with fairly consistent returns over a wide range of market environments.

7. Borrowing and Interfund Lending:

Line of Credit:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Fund had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is presented on the Statement of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statement of Operations under Income on Interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for the Fund during the year ended December 31, 2019 were as follows (amounts in thousands):

				Borrower or Lender				Amount Outstanding at December 31, 2019				Average Borrowing*				Days Borrowing Outstanding				Average Interest Rate*				Maximum Borrowing During the Period
				Borrower				$	—			$	1,375				1				2.61	%		$	1,375

* For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least 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 Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of December 31, 2019 on the Statement of Assets and Liabilities, there were no permanent book-to- tax difference reclassification adjustments.

Year Ended December 31, 2019
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	22,419	$	19,057	$	41,476	$	41,476

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Year Ended December 31, 2018
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	25,496	$	14,833	$	40,329	$	40,329

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

				Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Deficit)
				$	—			$	938			$	938			$	125,163			$	126,101

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

During the tax year ended December 31, 2019, the Fund had no capital loss carryforwards, for federal income tax purposes.

				Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
				$	890,028			$	131,978			$	(7,948	)		$	124,030

9. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. The Fund does not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated in the Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at usaa.com. Transactions in affiliated securities during the year ended December 31, 2019 were as follows (amount in thousands):

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales		Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ (Depreciation)		Fair Value 12/31/2019		Dividend Income
Affiliated Holdings
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF	$	1,807	$	502	$	—	$	—	$	—	$	128	$	2,437	$	99
VictoryShares USAA MSCI International Value Momentum ETF		2,202		1,988		—		—		—		352		4,542		95
VictoryShares International Volatility Wtd ETF		—		5,034		—		—		—		432		5,466		34
Total	$	4,009	$	7,524	$	—	$	—	$	—	$	912	$	12,445	$	228

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Example

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2019 through December 31, 2019.

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.

	Beginning Account Value 7/1/19		Actual Ending Account Value 12/31/19		Hypothetical Ending Account Value 12/31/19		Actual Expenses Paid During Period 7/1/19- 12/31/19*		Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*		Annualized Expense Ratio During Period 7/1/19- 12/31/19
Fund Shares	$	1,000.00	$	1,068.90	$	1,020.67	$	4.69	$	4.58		0.90	%
Institutional Shares		1,000.00		1,069.80		1,021.68		3.65		3.57		0.70	%

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund 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:

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

None

Barbara B. Ostdiek, Ph.D., Born March 1964

Trustee

2008

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (since 2013); Director, IMCO (September 2009-April 2014); President, AMCO (August, 2011-April 2013); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (since 2011) Director of USAA Investment Management Company (IMCO) (since 2009); Chairman of Board of IMCO (since 2013); Director of USAA Asset Management Company (AMCO), (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (since 2013); President and Director of USAA Investment Corporation (ICORP) (since 2010); Chairman of Board of ICORP (since 2013); Director of USAA Financial Advisors, Inc. (FAI) (since 2013); Chairman of Board of FAI (since 2015). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

Name and Date of Birth

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

				Dividend Received Deduction (corporate shareholders)⁽¹⁾				Qualified Dividend Income (non-corporate shareholders)⁽¹⁾				Short-Term Capital Gain Distributions⁽²⁾				Long-Term Capital Gain Distributions⁽²⁾
					29	%			31	%		$	2,371			$	19,057

⁽¹⁾ Presented as a percentage of net investment income.

⁽²⁾ Pursuant to Section 852 of the Internal Revenue Code.

Privacy Policy

Protecting the Privacy of Information

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.*

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:				Call
usaa.com				(800) 235-8396

88394-0220

DECEMBER 31, 2019

Annual Report

USAA Nasdaq-100 Index Fund

USAA Mutual Funds Trust

TABLE OF CONTENTS

Manager's Commentary on the Fund (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Report of Independent Registered Public Accounting Firm					8
Financial Statements
Schedule of Portfolio Investments					9
Statement of Assets and Liabilities					13
Statement of Operations					14
Statements of Changes in Net Assets					15
Financial Highlights					16
Notes to Financial Statements					18
Supplemental Information (Unaudited)					28
Expense Example					28
Proxy Voting and Portfolio Holdings Information					28
Trustees' and Officers' Information					29
Additional Federal Income Tax Information					35
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

(Unaudited)

Dear Shareholder,

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Mutual Funds Trust (Unaudited)

USAA Nasdaq-100 Index Fund

Manager's Commentary

Victory Solutions
Mannik S. Dhillon, CFA, CAIA
Wasif A. Latif

• What were the market conditions during the reporting period?

Despite a few trade war related scares in the middle of the year, the market staged a strong fourth quarter to end the year and continued the longest bull market on record. U.S. equities surged during the year, aided by clear messaging from the U.S. Federal Reserve (the "Fed") of a continued accommodative stance along with additional liquidity in the overnight interbank lending market. Indications of continued U.S. economic growth led by the consumer, as well as improvement in economic activity overseas, boosted investor confidence. This confluence of a stable economic environment, an accommodative Fed, and a resolution in sight for the trade war helped push stocks higher throughout the year.

• How did the USAA Nasdaq-100 Index Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Funds Shares and R6 Shares. The Fund closely tracked its benchmark, the broad-based Nasdaq-100 Index (the "Index"), during the reporting period ended December 31, 2019. The Fund Shares and R6 Shares had total returns of 38.86% and 38.99%, respectively, while the Index returned an impressive 39.46%. The Index represents 100 of the largest nonfinancial companies listed on The Nasdaq Stock Market^® and is not available for direct investment.

• Please describe sector performance during the reporting period.

U.S. large-cap equities outperformed mid-cap equities, represented by the S&P Midcap 400 Index, which returned 26.20%.

The top performing sectors over this period were information technology and communication services while energy was the weakest performing sector for the year.

Thank you for the opportunity to help you with your investment needs.

USAA Mutual Funds Trust (Unaudited)

USAA Nasdaq-100 Index Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

Fund Shares

R6 Shares

INCEPTION DATE

10/27/00

3/1/17

Net Asset Value

Nasdaq-100
Index*

One Year

38.86

38.99

39.46

Five Year

16.31

N/A

16.90

Ten Year

17.34

N/A

18.06

Since Inception

5.62

19.35

N/A

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Nasdaq-100 Index Fund — Growth of $10,000

*Nasdaq-100 Index, an unmanaged modified capitalization-weighted index composed of 100 of the largest nonfinancial domestic and international companies listed on The Nasdaq Stock Market^® based on market capitalization. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

"Nasdaq-100^®," "Nasdaq-100 Index^®," and "Nasdaq^®" are trademarks or service marks of The Nasdaq Stock Market, Inc. (which with its affiliates are the "Corporations") and have been licensed for our use. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE USAA NASDAQ-100 INDEX FUND. The Fund is not sponsored, sold, or promoted by The Nasdaq Stock Market, Inc., and The Nasdaq Stock Market, Inc. makes no representation regarding the advisability of investing in the Fund. Index products incur fees and expenses and may not always be invested in all securities of the index the Fund attempts to mirror. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes.

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund

December 31, 2019

(Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to match, before fees and expenses, the performance of the stocks composing the Nasdaq-100 Index.

Top 10 Holdings*

12/31/19

(% of Net Assets)

Apple, Inc.	11.5	%
Microsoft Corp.	10.6	%
Amazon.com, Inc.	8.1	%
Facebook, Inc., Class A	4.4	%
Alphabet, Inc., Class A	4.1	%
Alphabet, Inc., Class C	4.1	%
Intel Corp.	2.9	%
Comcast Corp., Class A	2.3	%
Cisco Systems, Inc.	2.3	%
PepsiCo, Inc.	2.1	%

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

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

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund (continued) December 31, 2019

(Unaudited)

Sector Allocation*:

12/31/19
(% of Net Assets)

*Does not include futures, 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%.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Nasdaq-100 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Nasdaq-100 Index Fund (the "Fund") (one of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.5%)
Communication Services (20.9%):
Activision Blizzard, Inc.		213,296	$	12,674
Alphabet, Inc., Class A (a)		74,823		100,217
Alphabet, Inc., Class C (a)		74,773		99,973
Baidu, Inc., ADR (a)		76,763		9,703
Charter Communications, Inc., Class A (a)		59,631		28,926
Comcast Corp., Class A		1,260,410		56,680
Electronic Arts, Inc. (a)		81,064		8,715
Facebook, Inc., Class A (a)		523,765		107,503
Fox Corp., Class A		98,425		3,649
Fox Corp., Class B		73,899		2,690
Liberty Global PLC (a)		121,821		2,655
Liberty Global PLC, Class A (a)		50,397		1,146
NetEase, Inc., ADR		20,255		6,211
Netflix, Inc. (a)		121,674		39,370
Sirius XM Holdings, Inc. (b)		1,228,180		8,781
Take-Two Interactive Software, Inc. (a)		31,469		3,853
T-Mobile US, Inc. (a)		237,538		18,628
				511,374
Communications Equipment (2.3%):
Cisco Systems, Inc.		1,177,801		56,487
Consumer Discretionary (14.7%):
Amazon.com, Inc. (a)		107,910		199,401
Booking Holdings, Inc. (a)		11,621		23,866
Dollar Tree, Inc. (a)		65,706		6,180
eBay, Inc.		225,863		8,156
Expedia Group, Inc.		38,692		4,184
JD.com, Inc., ADR (a)		257,345		9,066
Lululemon Athletica, Inc. (a)		34,188		7,920
Marriott International, Inc., Class A		90,769		13,745
Mercadolibre, Inc. (a)		13,801		7,893
O'Reilly Automotive, Inc. (a)		21,006		9,206
Ross Stores, Inc.		100,429		11,692
Starbucks Corp.		327,887		28,828
Tesla, Inc. (a)		50,042		20,934
Trip.com Group Ltd. (a)		145,196		4,870
Ulta Beauty, Inc. (a)		16,339		4,136
				360,077
Consumer Staples (5.9%):
Costco Wholesale Corp.		122,655		36,051
Mondelez International, Inc., Class A		399,746		22,018
Monster Beverage Corp. (a)		149,279		9,487
PepsiCo, Inc.		387,144		52,911
The Kraft Heinz Co.		339,037		10,893
Walgreens Boots Alliance, Inc.		247,801		14,610
				145,970

See notes to financial statements

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Electronic Equipment, Instruments & Components (0.2%):
CDW Corp.		39,891	$	5,698
Financials (0.2%):
Willis Towers Watson PLC		35,696		7,209
Health Care (7.3%):
Alexion Pharmaceuticals, Inc. (a)		61,438		6,645
Align Technology, Inc. (a)		21,881		6,106
Amgen, Inc.		164,966		39,767
Biogen, Inc. (a)		50,097		14,865
BioMarin Pharmaceutical, Inc. (a)		49,870		4,217
Cerner Corp.		87,204		6,400
Gilead Sciences, Inc.		351,249		22,824
IDEXX Laboratories, Inc. (a)		23,816		6,219
Illumina, Inc. (a)		40,812		13,539
Incyte Pharmaceuticals, Inc. (a)		59,802		5,222
Intuitive Surgical, Inc. (a)		32,087		18,968
Regeneron Pharmaceuticals, Inc. (a)		29,970		11,253
Seattle Genetics, Inc. (a)		47,583		5,437
Vertex Pharmaceuticals, Inc. (a)		71,394		15,632
				177,094
Industrials (2.6%):
American Airlines Group, Inc.		121,620		3,488
Cintas Corp.		28,735		7,732
Copart, Inc. (a)		64,537		5,869
CoStar Group, Inc. (a) (c)		10,171		6,085
CSX Corp.		217,204		15,717
Fastenal Co.		159,231		5,884
PACCAR, Inc.		96,027		7,596
United Airlines Holdings, Inc. (a)		70,254		6,189
Verisk Analytics, Inc., Class A		45,496		6,795
				65,355
IT Services (4.1%):
Automatic Data Processing, Inc.		120,132		20,483
Cognizant Technology Solutions Corp., Class A		152,024		9,429
Fiserv, Inc. (a)		188,763		21,827
Paychex, Inc.		99,378		8,453
PayPal Holdings, Inc. (a)		325,997		35,262
VeriSign, Inc. (a)		32,597		6,281
				101,735
Semiconductors & Semiconductor Equipment (13.2%):
Advanced Micro Devices, Inc. (a)		309,182		14,179
Analog Devices, Inc.		102,254		12,152
Applied Materials, Inc.		256,466		15,655
ASML Holding NV, NYS		20,562		6,085
Broadcom, Inc.		110,130		34,803
Intel Corp.		1,207,713		72,281
KLA Corp.		43,809		7,805
Lam Research Corp.		40,279		11,778

See notes to financial statements

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Maxim Integrated Products, Inc.		75,131	$	4,621
Microchip Technology, Inc. (b)		66,349		6,948
Micron Technology, Inc. (a)		307,356		16,530
NVIDIA Corp.		169,913		39,981
NXP Semiconductor NV		77,607		9,876
QUALCOMM, Inc.		317,016		27,970
Skyworks Solutions, Inc.		47,302		5,718
Texas Instruments, Inc.		259,526		33,295
Xilinx, Inc.		69,816		6,826
				326,503
Software (15.3%):
Adobe, Inc. (a)		134,397		44,325
ANSYS, Inc. (a)		23,374		6,017
Autodesk, Inc. (a)		60,965		11,185
Cadence Design Systems, Inc. (a)		77,902		5,403
Check Point Software Technologies Ltd. (a)		42,267		4,690
Citrix Systems, Inc.		36,154		4,009
Intuit, Inc.		72,270		18,930
Microsoft Corp.(c)		1,660,400		261,844
Splunk, Inc. (a)		42,017		6,293
Synopsys, Inc. (a)		41,725		5,808
Workday, Inc., Class A (a)		45,532		7,488
				375,992
Technology Hardware, Storage & Peripherals (11.9%):
Apple, Inc.		967,071		283,981
NetApp, Inc.		63,364		3,944
Western Digital Corp.		82,570		5,241
				293,166
Utilities (0.9%):
Exelon Corp.		269,892		12,305
Xcel Energy, Inc.		148,877		9,452
				21,757
Total Common Stocks (Cost $1,126,231)				2,448,417
Collateral for Securities Loaned (0.3%)^
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (d)		7,912,200		7,912
Total Collateral for Securities Loaned (Cost $7,912)				7,912
Total Investments (Cost $1,134,143) — 99.8%				2,456,329
Other assets in excess of liabilities — 0.2%				5,210
NET ASSETS — 100.00%			$	2,461,539

^ 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

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(d) Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
NASDAQ 100 E-Mini Futures		68	3/20/20	$	11,465,476	$	11,903,060	$	437,584
	Total unrealized appreciation							$	437,584
	Total unrealized depreciation								—
	Total net unrealized appreciation(depreciation)							$	437,584

See notes to financial statements

USAA Mutual Funds Trust

Statement of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Nasdaq-100 Index Fund
Assets:
Investments, at value (Cost $1,134,143)	$	2,456,329	(a)
Cash and cash equivalents		7,828
Deposits with brokers for futures contracts		3,926
Receivables:
Interest and dividends		953
Capital shares issued		2,989
Variation margin on open futures contracts		26
From Adviser		2
Prepaid expenses		55
Total assets		2,472,108
Liabilities:
Payables:
Collateral received on loaned securities		7,912
Capital shares redeemed		1,562
Accrued expenses and other payables:
Investment advisory fees		408
Administration fees		305
Custodian fees		63
Transfer agent fees		143
Compliance fees		2
Trustees' fees		1
Other accrued expenses		173
Total liabilities		10,569
Net Assets:
Capital		1,109,197
Total distributable earnings/(loss)		1,352,342
Net assets	$	2,461,539
Net Assets
Fund Shares		2,442,662
R6 Shares		18,877
Total	$	2,461,539
Shares (unlimited number of shares authorized with no par value):
Fund Shares		100,323
R6 Shares		775
Total		101,098
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	24.35
R6 Shares		24.35

(a) Includes $7,655 of securities on loan.

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

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Nasdaq-100 Index Fund
Investment Income:
Dividends	$	22,869
Interest		728
Securities lending (net of fees)		86
Foreign tax withholding		(21	)
Total income		23,662
Expenses:
Investment advisory fees		4,279
Administration fees — Fund Shares		3,185
Administration fees — R6 Shares		8
Sub-Administration fees		10
Professional fees		8
Custodian fees		180
Transfer agent fees — Fund Shares		1,916
Transfer agent fees — R6 Shares		2
Trustees' fees		40
Compliance fees		8
Legal and audit fees		128
State registration and filing fees		63
Interest expense on interfund lending		1
Other expenses		350
Total expenses		10,178
Expenses waived/reimbursed by AMCO		(4	)
Net Expenses		10,174
Net Investment Income (Loss)		13,488
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		41,088
Net realized gains (losses) from futures contracts		7,888
Net change in unrealized appreciation/depreciation on from investment securities		623,809
Net change in unrealized appreciation/depreciation on futures contracts		1,461
Net realized/unrealized gains (losses) on investments		674,246
Change in net assets resulting from operations	$	687,734

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Nasdaq-100 Index Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	13,488		$	12,045
Net realized gains (losses) from investments		48,976			(9,159	)
Net change in unrealized appreciation/depreciation on investments		625,270			(31,430	)
Change in net assets resulting from operations		687,734			(28,544	)
Distributions to Shareholders:
Fund Shares		(21,297	)		(11,919	)
R6 Shares		(172	)		(102	)
Change in net assets resulting from distributions to shareholders		(21,469	)		(12,021	)
Change in net assets resulting from capital transactions		31,933			174,465
Capital Contribution from USAA Transfer Agency Company		—			2
Change in net assets		698,198			133,902
Net Assets:
Beginning of period		1,763,341			1,629,439
End of period	$	2,461,539		$	1,763,341
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	415,059		$	561,585
Distributions reinvested		20,918			11,729
Cost of shares redeemed		(405,319	)		(406,356	)
Total Fund Shares	$	30,658		$	166,958
R6 Shares
Proceeds from shares issued	$	6,125		$	9,596
Distributions reinvested		99			55
Cost of shares redeemed		(4,949	)		(2,144	)
Total R6 Shares	$	1,275		$	7,507
Change in net assets resulting from capital transactions	$	31,933		$	174,465
Share Transactions:
Fund Shares
Issued		19,540			28,715
Reinvested		861			665
Redeemed		(19,046	)		(21,155	)
Total Fund Shares		1,355			8,225
R6 Shares
Issued		287			494
Reinvested		4			3
Redeemed		(232	)		(109	)
Total R6 Shares		59			388
Change in Shares		1,414			8,613

See notes to financial statements.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Nasdaq-100 Index Fund
Fund Shares
Year Ended December 31, 2019	$	17.69		0.13	(d)		6.74			6.87			(0.13	)		(0.08	)
Year Ended December 31, 2018	$	17.89		0.11			(0.18	)		(0.07	)		(0.12	)		(0.01	)
Year Ended December 31, 2017	$	13.79		0.07			4.38			4.45			(0.08	)		(0.27	)
Year Ended December 31, 2016	$	12.99		0.09			0.78			0.87			(0.07	)		—
Year Ended December 31, 2015	$	12.23		0.08	(d)		1.04			1.12			(0.08	)		(0.28	)
R6 Shares
Year Ended December 31, 2019	$	17.68		0.15	(d)		6.74			6.89			(0.14	)		(0.08	)
Year Ended December 31, 2018	$	17.89		0.12			(0.18	)		(0.06	)		(0.14	)		(0.01	)
March 1, 2017 (e) through December 31, 2017	$	15.31		0.08			2.87			2.95			(0.10	)		(0.27	)

^ The net expense ratio may not correlate to the applicable expense limit in place during the period since the current contractual expense limitation is applied for a two-year period beginning July 1, 2019, and in effect through June 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b) Annualized for periods less than one year.

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

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

(e) Commencement of operations.

See notes to financial statements.

USAA Mutual Funds Trust

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(a)**			Net Expenses^(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
USAA Nasdaq-100 Index Fund
Fund Shares
Year Ended December 31, 2019		(0.21	)	$	24.35		38.86	%		0.48	%		0.63	%		0.48	%	$	2,442,662		9	%
Year Ended December 31, 2018		(0.13	)	$	17.69		(0.44	)%		0.48	%		0.64	%		0.48	%	$	1,750,674		5	%
Year Ended December 31, 2017		(0.35	)	$	17.89		32.29	%		0.51	%		0.60	%		0.51	%	$	1,623,579		5	%
Year Ended December 31, 2016		(0.07	)	$	13.79		6.68	%		0.53	%		0.77	%		0.53	%	$	1,078,319		4	%
Year Ended December 31, 2015		(0.36	)	$	12.99		9.09	%		0.57	%		0.62	%		0.57	%	$	935,004		10	%
R6 Shares
Year Ended December 31, 2019		(0.22	)	$	24.35		38.99	%		0.39	%		0.71	%		0.42	%	$	18,877		9	%
Year Ended December 31, 2018		(0.15	)	$	17.68		(0.38	)%		0.40	%		0.72	%		0.45	%	$	12,667		5	%
March 1, 2017 (e) through December 31, 2017		(0.37	)	$	17.89		19.27	%		0.40	%		0.66	%		1.01	%	$	5,860		5	%

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

The accompanying financial statements are those of the USAA Nasdaq-100 Index Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and R6 Shares. The Fund is classified as non-diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

• 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.)

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

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

	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,448,417	$	—	$	—	$	2,448,417
Collateral for Securities Loaned		7,912		—		—		7,912
Total	$	2,456,329		—		—	$	2,456,329
Other Financial Investments^:
Assets:
Futures Contracts		438		—		—		438
Total	$	438	$	—	$	—	$	438

^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

Investment Companies:

Derivative Instruments:

Futures Contracts:

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2019 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure:	$	438

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2019 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations		Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure:	$	7,888	$	1,461

Investment Transactions and Related Income:

Securities Lending:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

non-cash collateral is not included. The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2019:

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	7,655			$	—			$	7,912

Federal Income Taxes:

Allocations:

3. Purchases and Sales:

Excluding U.S. Government Securities
Purchases		Sales
$	219,137	$	178,849

There were no purchases and sales of U.S. government securities during the year ended December 31, 2019.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

Effective with the Transaction on July 1, 2019, investment advisory services are provided to the Fund by the Adviser, a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annual rate of 0.20% of the Fund's average daily net assets. The amount incurred and paid to VCM from July 1, 2019 through December 31, 2019, was $2,263 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Fund. The Manager was authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of all or a portion of the Fund's assets. The Manager entered into an Investment Subadvisory Agreement with Northern Trust Investments (NTI), under which NTI directed the investment and reinvestment of the Fund's assets (as allocated from time to time by the Manager). The Fund's investment management fee was accrued daily and paid monthly at an annualized rate of 0.20% of the Fund's average daily net assets. The amount incurred and paid to AMCO from January 1, 2019 through June 30, 2019, was $2,016 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

Effective July 1, 2019, Victory Capital's internal investment team, Victory Solutions, began managing the Fund's assets. NTI no longer serves as a subadviser to the Fund.

Administration and Servicing Fees:

Effective with the Transaction on July 1, 2019, VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% of average daily net assets for the Fund Shares and 0.05% of average daily net assets of the R6 Shares. Amounts incurred from July 1, 2019 through December 31, 2019, were $1,684 and $4 thousand for Fund Shares and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Fund. For such services, AMCO received a fee accrued daily and paid monthly at an annualized rate of 0.15% of average daily net assets for the Fund Shares and 0.05% of average daily net assets of the R6 Shares. Amounts incurred from January 1, 2019 through June 30, 2019, were $1,501 and $4 thousand for Fund Shares and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Effective with the Transaction on July 1, 2019, the Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. The amount incurred during the period from July 1, 2019 to December 31, 2019, is reflected on the Statement of Operations as Compliance fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund under the Fund Administration, Servicing, and Accounting Agreement.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Transfer Agency Fees:

Effective with the Transaction on July 1, 2019, Victory Capital Transfer Agency, Inc. ("VCTA"), (formerly, USAA Shareholder Account Services ("SAS")), provides transfer agency services to the Fund. VCTA, an affiliate of the Adviser, provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.01% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA from July 1, 2019 through December 31, 2019, were $1,023 and $1 thousand for Fund Shares and R6 Shares, respectively. Amounts incurred and paid to SAS from January 1, 2019 through June 30, 2019, were $893 and $1 thousand for Fund Shares and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Transfer Agent fees.

Distributor/Underwriting Services:

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, State Street Bank and Trust Company served as the Fund's accounting agent and custodian.

Effective August 5, 2019, Citibank, N.A., serves as the Fund's custodian.

K&L Gates LLP provides legal services to the Trust.

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limits (excluding voluntary waivers) were 0.48% and 0.40% for Fund Shares and R6 Shares, respectively.

Prior to the Transaction on July 1, 2019, AMCO agreed, through April 30, 2020, to limit the total annual operating expenses of the R6 Shares to 0.40% of average daily net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the R6 Share for all expenses in excess of those amounts. Effective with the Transaction on July 1, 2019, this expense limit is no longer in effect. For the period from January 1, 2019 through June 30, 2019, the Fund incurred reimbursements of $4 thousand. This amount is reflected on the Statement of Operations as "Expenses waived/reimbursed by AMCO."

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

5. Risks:

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

The equity securities in the Fund's portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of the company's operations. Stock markets tend to run in cycles, with periods when stock prices generally go up and periods when stock prices generally go down. Equity securities tend to be more volatile than debt securities. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund's investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging-market risk; increased price volatility; uncertain political conditions; exchange-control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes.

The Fund is non-diversified, which means that it may invest a greater percentage of its assets in a single issuer, such as a single stock or bond. Because a relatively high percentage of the Fund's total assets may be invested in the securities of a single issuer or a limited number of issuers, the securities of the Fund may be more sensitive to changes in the market value of a single issuer, a limited number of issuers, or large companies generally. Such a focused investment strategy may increase the volatility of the Fund's investment results because this Fund may be more susceptible to risks associated with a single issuer or economic, political, or regulatory event compared to those of a diversified fund.

The returns from a specific type of security or sector may trail returns from other asset classes, sectors, or the overall market. For example, the stocks that make up the Nasdaq-100 Index currently are heavily weighted in the technology sectors. High volatility or poor performance of the sectors will directly affect the Fund's performance. Sectors will go through cycles of doing better or worse than stocks or bonds in general. These periods may last for several years.

While the Fund attempts to match the Nasdaq-100 Index as closely as possible, the ability of the Fund to meet its investment objective depends to some extent on the cash flow in and out of the Fund. The Fund's performance may be affected by factors such as the size of the Fund's portfolio, transaction costs, management fees and expenses, and brokerage commissions and fees. Changes in the Fund's cash flow may affect how closely the Fund will track the Nasdaq-100 Index.

6. Borrowing and Interfund Lending:

Line of Credit:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Fund had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is presented on the Statement of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statement of Operations under Income on Interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for the Fund during the year ended December 31, 2019 were as follows (amounts in thousands):

				Borrower or Lender				Amount Outstanding at December 31, 2019				Average Borrowing*				Days Borrowing Outstanding				Average Interest Rate*				Maximum Borrowing During the Period
				Borrower				$	—			$	5,839				2				2.13	%		$	6,245

* For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

As of December 31, 2019 on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Year Ended December 31, 2019
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	13,537	$	7,932	$	21,469	$	21,469

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Year Ended December 31, 2018
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	12,021	$	—	$	12,021	$	12,021

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

				Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Qualified Late-Year Losses*				Unrealized Appreciation (Depreciation)**				Total Accumulated Earnings (Deficit)
				$	8,402			$	29,724			$	38,126			$	(6	)		$	1,314,222			$	1,352,342

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

** The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and non-REIT return of capital dividend adjustments.

During the tax year ended December 31, 2019, the Fund had no capital loss carryforwards, for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	1,142,107			$	1,350,187			$	(35,965	)		$	1,314,222

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Example

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2019 through December 31, 2019.

	Beginning Account Value 7/1/19		Actual Ending Account Value 12/31/19		Hypothetical Ending Account Value 12/31/19		Actual Expenses Paid During Period 7/1/19- 12/31/19*		Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*		Annualized Expense Ratio During Period 7/1/19- 12/31/19
Fund Shares	$	1,000.00	$	1,142.00	$	1,022.84	$	2.54	$	2.40		0.47	%
R6 Shares		1,000.00		1,142.40		1,023.39		1.94		1.84		0.36	%

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund 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:

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014) , which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

None

Barbara B. Ostdiek, Ph.D., Born March 1964

Trustee

2008

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

Name and Date of Birth

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

				Dividend Received Deduction (corporate shareholders)⁽¹⁾				Qualified Dividend Income (non-corporate shareholders)⁽¹⁾				Long-Term Capital Gain Distributions⁽²⁾
					100	%			100	%		$	7,932

⁽¹⁾ Presented as a percentage of net investment income.

⁽²⁾ Pursuant to Section 852 of the Internal Revenue Code.

Privacy Policy

Protecting the Privacy of Information

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.*

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:				Call
usaa.com				(800) 235-8396

37732-0220

DECEMBER 31, 2019

Annual Report

USAA 500 Index Fund

USAA Mutual Funds Trust

TABLE OF CONTENTS

Manager's Commentary on the Fund (Unaudited)					4
Investment Overview (Unaudited)					5
Investment Objective & Portfolio Holdings (Unaudited)					6
Report of Independent Registered Public Accounting Firm					8
Financial Statements
Schedule of Portfolio Investments					9
Statement of Assets and Liabilities					21
Statement of Operations					22
Statements of Changes in Net Assets					23
Financial Highlights					24
Notes to Financial Statements					26
Supplemental Information (Unaudited)					36
Expense Example					36
Proxy Voting and Portfolio Holdings Information					36
Trustees' and Officers' Information					37
Additional Federal Income Tax Information					43
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

(Unaudited)

Dear Shareholder,

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Mutual Funds Trust (Unaudited)

USAA 500 Index Fund

Manager's Commentary

Victory Solutions
Mannik S. Dhillon, CFA, CAIA
Wasif A. Latif

• What were the market conditions during the reporting period?

The year 2019 was very good for stocks, especially in the United States. The broad U.S. equity market as measured by the S&P 500^® Index registered a very strong return for 2019, outpacing the return of global stocks as measured by the MSCI All-Country World Index. However, it was the information technology heavy Nasdaq Composite Index that had even higher returns for the year. On the flip side, international and emerging market equity securities lagged the global market even though they were both up double digits in absolute terms.

• How did the USAA 500 Index Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Member Shares and Reward Shares. For the reporting period ended December 31, 2019, the Fund closely tracked its benchmark, the broad-based Victory US Large Cap 500 Index (the "Index") with the Member Shares and Reward Shares returning 31.19% and 31.29%, respectively, versus the Index, which returned 31.88%. The Index emphasizes large U.S. company stocks and is not available for direct investment.

• Please describe sector performance during the reporting period.

Large-cap U.S. equity securities outperformed developed equity securities outside of the United States, as represented by the MSCI All-Country World ex U.S. Index, which returned 21.51%.

Information technology stocks were the highlight performers, while communications services and consumer discretionary also were strong contributors. Energy stocks trailed the rest of the market during the reporting period.

Thank you for the opportunity to help you with your investment needs.

USAA Mutual Funds Trust (Unaudited)

USAA 500 Index Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

				Member Shares				Reward Shares
INCEPTION DATE				5/1/96				5/1/02

Net Asset Value

Victory US Large
Cap 500 Index¹

S&P 500 Index²

One Year

31.19

31.29

31.88

31.49

Five Year

11.42

11.53

11.87

11.69

Ten Year

13.28

13.40

13.56

13.55

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA 500 Index Fund — Growth of $10,000

¹The Victory US Large Cap 500 Index emphasizes stocks of large U.S. companies. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

²The S&P 500 Index is an unmanaged index representing the weighted average performance of a group of 500 widely held, publicly traded U.S. stocks. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

"Standard & Poor's^®," "S&P," "S&P 500," "Standard & Poor's 500," and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for our use. The USAA S&P 500 Index Fund is not sponsored, endorsed, sold, or promoted by Standard & Poor's, and Standard & Poor's makes no representation regarding the advisability of investing in the USAA S&P 500 Index Fund. • Index products incur fees and expenses and may not always be invested in all securities of the index the Fund attempts to mirror.

USAA Mutual Funds Trust
USAA 500 Index Fund

December 31, 2019

(Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index.

Top 10 Holdings*

12/31/19

(% of Net Assets)

Apple, Inc.	4.9	%
Microsoft Corp.	4.5	%
Amazon.com, Inc.	3.1	%
Alphabet, Inc., Class C	3.1	%
Berkshire Hathaway, Inc., Class B	1.9	%
Facebook, Inc., Class A	1.7	%
JPMorgan Chase & Co.	1.6	%
Johnson & Johnson	1.4	%
Visa, Inc., Class A	1.3	%
The Procter & Gamble Co.	1.2	%

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

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

USAA Mutual Funds Trust
USAA 500 Index Fund (continued)

December 31, 2019

(Unaudited)

Sector Allocation*:

12/31/19
(% of Net Assets)

*Does not include futures, 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%.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA 500 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA 500 Index Fund (the "Fund") (one of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.5%)
Communication Services (10.5%):
Activision Blizzard, Inc.		199,069	$	11,829
Alphabet, Inc., Class C (a)		188,769		252,387
Altice USA, Inc., Class A (a)		23,370		639
AT&T, Inc.		2,252,254		88,018
CenturyLink, Inc.		300,377		3,968
Charter Communications, Inc., Class A (a)		47,200		22,896
Comcast Corp., Class A		1,356,573		61,004
Discovery, Inc., Class A (a)		38,794		1,270
DISH Network Corp., Class A (a)		67,792		2,405
Electronic Arts, Inc. (a)		90,022		9,678
Facebook, Inc., Class A (a)		692,461		142,128
Fox Corp., Class A		97,708		3,622
InterActive Corp. (a)		19,908		4,959
Liberty Broadband Corp., Class A (a)		51,804		6,453
Liberty Media Corp-Liberty SiriusXM, Class A (a)		86,446		4,179
Live Nation Entertainment, Inc. (a)		43,419		3,103
Match Group, Inc. (a) (b)		10,138		832
Netflix, Inc. (a)		132,245		42,791
Omnicom Group, Inc.		67,130		5,439
Pinterest, Inc. (a)		24,921		465
Sirius XM Holdings, Inc. (b)		420,780		3,009
Snap, Inc. (a)		321,102		5,244
Sprint Corp. (a)		215,526		1,123
Take-Two Interactive Software, Inc. (a)		35,319		4,324
The Walt Disney Co.		502,503		72,677
T-Mobile US, Inc. (a)		103,831		8,142
Twitter, Inc. (a)		236,817		7,590
Verizon Communications, Inc.		1,261,567		77,460
ViacomCBS, Inc., Class B		159,381		6,689
				854,323
Consumer Discretionary (9.8%):
Advance Auto Parts, Inc.		19,309		3,093
Amazon.com, Inc. (a)		136,601		252,416
Aramark		62,178		2,699
AutoZone, Inc. (a)		6,877		8,193
Best Buy Co., Inc.		66,205		5,813
Booking Holdings, Inc. (a)		12,905		26,503
Bright Horizons Family Solutions, Inc. (a)		16,603		2,495
Burlington Stores, Inc. (a)		17,601		4,014
CarMax, Inc. (a)		46,921		4,114
Carnival Corp.		127,876		6,500
Carvana Co. (a) (b)		3,470		319
Chewy, Inc. (a) (b)		15,689		455
Chipotle Mexican Grill, Inc. (a)		8,570		7,174
D.R. Horton, Inc.		99,109		5,228
Darden Restaurants, Inc.		34,583		3,770
Dollar General Corp.		70,147		10,942

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Dollar Tree, Inc. (a)		58,995	$	5,548
eBay, Inc.		253,492		9,154
Expedia Group, Inc.		41,433		4,481
Ford Motor Co.		1,190,876		11,075
General Motors Co., Class C		379,595		13,893
Genuine Parts Co.		44,796		4,759
Hasbro, Inc.		37,251		3,934
Hilton Worldwide Holdings, Inc.		84,219		9,341
Las Vegas Sands Corp. (c)		120,918		8,348
Lennar Corp., Class A		81,360		4,539
Lowe's Cos., Inc.		231,289		27,698
Marriott International, Inc., Class A		94,366		14,290
McDonald's Corp.		214,900		42,467
MGM Resorts International		140,198		4,664
Nike, Inc., Class B		395,729		40,092
Norwegian Cruise Line Holdings Ltd. (a)		55,827		3,261
NVR, Inc. (a)		1,139		4,338
O'Reilly Automotive, Inc. (a)		23,575		10,332
Roku, Inc. (a)		5,719		766
Ross Stores, Inc.		98,476		11,465
Royal Caribbean Cruises Ltd.		57,069		7,619
Starbucks Corp.		360,249		31,673
Target Corp.		157,898		20,244
Tesla, Inc. (a)		40,201		16,818
The Home Depot, Inc.		339,899		74,226
The TJX Cos., Inc.		374,908		22,892
Tiffany & Co.		35,407		4,732
Tractor Supply Co.		36,500		3,411
Ulta Beauty, Inc. (a)		17,811		4,509
Vail Resorts, Inc.		11,380		2,729
VF Corp.		108,724		10,835
Wayfair, Inc. (a) (b)		14,537		1,314
Wynn Resorts Ltd.		29,578		4,107
Yum! Brands, Inc.		88,294		8,894
				792,176
Consumer Staples (7.4%):
Altria Group, Inc.		582,102		29,053
Archer-Daniels-Midland Co.		166,158		7,701
Beyond Meat, Inc. (a) (b)		14,731		1,114
Brown-Forman Corp., Class B		81,448		5,506
Campbell Soup Co.		66,291		3,276
Church & Dwight Co., Inc.		75,662		5,322
Colgate-Palmolive Co.		258,619		17,803
Conagra Brands, Inc.		135,678		4,646
Constellation Brands, Inc., Class A		52,154		9,896
Costco Wholesale Corp.		133,311		39,183
General Mills, Inc.		186,345		9,981
Hormel Foods Corp.		91,204		4,114
Kellogg Co.		82,790		5,726
Keurig Dr Pepper, Inc.		87,670		2,538

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Kimberly-Clark Corp.		106,817	$	14,693
Lamb Weston Holdings, Inc.		41,201		3,545
McCormick & Co., Inc.		30,428		5,165
Molson Coors Beverage Co., Class B		41,869		2,257
Mondelez International, Inc., Class A		439,199		24,190
Monster Beverage Corp. (a)		119,923		7,621
PepsiCo, Inc.		434,502		59,383
Philip Morris International, Inc.		474,599		40,383
Sysco Corp.		155,638		13,313
The Clorox Co.		38,695		5,941
The Coca-Cola Co.		1,278,822		70,783
The Estee Lauder Cos., Inc., Class A		62,713		12,953
The Hershey Co.		43,307		6,365
The J.M. Smucker Co.		35,165		3,662
The Kraft Heinz Co.		212,284		6,821
The Kroger Co.		249,901		7,245
The Procter & Gamble Co.		760,705		95,012
Tyson Foods, Inc., Class A		76,554		6,969
Walgreens Boots Alliance, Inc.		245,910		14,499
Walmart, Inc.		465,292		55,295
				601,954
Energy (4.1%):
Baker Hughes Co.		208,761		5,351
Cheniere Energy, Inc. (a)		79,380		4,848
Chevron Corp.		570,584		68,761
Concho Resources, Inc.		46,156		4,042
ConocoPhillips		338,306		22,000
Continental Resources, Inc.		28,020		961
Diamondback Energy, Inc.		44,731		4,154
EOG Resources, Inc.		162,194		13,585
Exxon Mobil Corp.		1,276,765		89,092
Halliburton Co.		273,521		6,693
Hess Corp.		75,956		5,075
Kinder Morgan, Inc.		661,182		13,997
Marathon Oil Corp.		215,147		2,922
Marathon Petroleum Corp.		193,808		11,677
Noble Energy, Inc.		125,504		3,118
Occidental Petroleum Corp.		278,355		11,471
ONEOK, Inc.		126,006		9,535
Phillips 66		135,545		15,101
Pioneer Natural Resources Co.		50,528		7,648
Schlumberger Ltd.		422,290		16,976
The Williams Cos., Inc.		377,671		8,958
Valero Energy Corp.		126,611		11,857
				337,822
Financials (13.3%):
Aflac, Inc.		214,272		11,335
Alleghany Corp. (a)		4,296		3,435
Ally Financial, Inc.		113,442		3,467

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
American Express Co.		217,396	$	27,064
American International Group, Inc.		259,660		13,328
Ameriprise Financial, Inc.		39,062		6,507
Annaly Capital Management, Inc.		426,854		4,021
Arch Capital Group Ltd. (a)		99,705		4,276
Arthur J. Gallagher & Co.		57,508		5,476
AXA Equitable Holdings, Inc.		136,424		3,381
Bank of America Corp.		2,655,328		93,521
Berkshire Hathaway, Inc., Class B (a)		683,350		154,778
BlackRock, Inc., Class A		39,699		19,957
Brown & Brown, Inc.		73,005		2,882
Capital One Financial Corp.		140,535		14,462
Cboe Global Markets, Inc.		31,635		3,796
Cincinnati Financial Corp.		47,156		4,958
Citigroup, Inc.		665,955		53,203
Citizens Financial Group, Inc.		134,031		5,443
CME Group, Inc.		88,091		17,682
CNA Financial Corp.		9,795		439
Comerica, Inc.		44,918		3,223
Discover Financial Services		90,479		7,674
E*TRADE Financial Corp.		65,949		2,992
Erie Indemnity Co., Class A (b)		5,757		956
Everest Re Group Ltd.		9,096		2,518
FactSet Research Systems, Inc.		11,326		3,039
Fidelity National Financial, Inc., Class A		78,496		3,560
Fifth Third BanCorp.		211,819		6,511
First Republic Bank		51,314		6,027
Franklin Resources, Inc.		94,752		2,462
Globe Life, Inc.		31,611		3,327
Huntington Bancshares, Inc.		294,704		4,444
Intercontinental Exchange, Inc.		168,033		15,551
JPMorgan Chase & Co.		956,743		133,371
KeyCorp		303,679		6,146
Lincoln National Corp.		61,799		3,647
Loews Corp.		81,950		4,302
M&T Bank Corp.		41,118		6,980
Markel Corp. (a)		4,304		4,920
MarketAxess Holdings, Inc.		9,702		3,678
Marsh & McLennan Cos., Inc.		145,666		16,230
MetLife, Inc.		256,391		13,068
Moody's Corp.		53,875		12,790
Morgan Stanley		403,480		20,626
MSCI, Inc.		26,395		6,815
Nasdaq, Inc.		37,635		4,031
Northern Trust Corp.		66,022		7,014
Principal Financial Group, Inc.		79,236		4,358
Prudential Financial, Inc.		125,262		11,742
Raymond James Financial, Inc.		40,951		3,663
Regions Financial Corp.		300,578		5,158
Reinsurance Group of America, Inc.		18,893		3,081

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
S&P Global, Inc.		73,749	$	20,137
State Street Corp.		109,726		8,679
SVB Financial Group (a)		14,377		3,609
Synchrony Financial		182,276		6,564
T. Rowe Price Group, Inc.		72,047		8,778
TD Ameritrade Holding Corp.		69,147		3,437
The Allstate Corp.		100,944		11,351
The Bank of New York Mellon Corp.		275,255		13,854
The Charles Schwab Corp.		379,204		18,035
The Goldman Sachs Group, Inc.		110,332		25,368
The Hartford Financial Services Group, Inc.		105,213		6,394
The PNC Financial Services Group, Inc.		136,532		21,795
The Progressive Corp.		182,169		13,187
The Travelers Cos., Inc.		80,427		11,014
Trust Financial Corp.		417,956		23,539
U.S. Bancorp		471,302		27,943
W.R. Berkley Corp.		38,557		2,664
Wells Fargo & Co.		1,262,366		67,915
				1,081,578
Health Care (13.6%):
Abbott Laboratories		545,245		47,360
AbbVie, Inc.		455,945		40,369
Agilent Technologies, Inc.		89,324		7,620
Alexion Pharmaceuticals, Inc. (a)		58,792		6,358
Align Technology, Inc. (a)		22,490		6,276
Allergan PLC		102,290		19,555
AmerisourceBergen Corp.		48,630		4,135
Amgen, Inc.		173,452		41,815
Anthem, Inc.		77,346		23,361
Baxter International, Inc.		159,088		13,303
Becton, Dickinson & Co.		78,065		21,231
Biogen, Inc. (a)		51,490		15,279
BioMarin Pharmaceutical, Inc. (a)		43,598		3,686
Bio-Rad Laboratories, Inc., Class A (a)		5,865		2,170
Boston Scientific Corp. (a)		379,451		17,159
Bristol-Myers Squibb Co.		715,063		45,900
Cardinal Health, Inc.		85,382		4,319
Centene Corp. (a)		108,579		6,826
Cerner Corp.		97,872		7,183
Cigna Corp.		107,784		22,041
CVS Health Corp.		384,041		28,530
Danaher Corp.		202,720		31,113
DENTSPLY SIRONA, Inc.		69,303		3,922
Dexcom, Inc. (a)		24,017		5,253
Edwards Lifesciences Corp. (a)		64,990		15,162
Elanco Animal Health, Inc. (a)		100,322		2,954
Eli Lilly & Co.		277,129		36,423
Exact Sciences Corp. (a)		43,462		4,019
Gilead Sciences, Inc.		369,317		23,998

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HCA Healthcare, Inc.		83,437	$	12,333
Hologic, Inc. (a)		64,204		3,352
Humana, Inc.		37,789		13,850
IDEXX Laboratories, Inc. (a)		25,041		6,539
Illumina, Inc. (a)		37,608		12,476
Incyte Pharmaceuticals, Inc. (a)		67,117		5,861
Intuitive Surgical, Inc. (a)		32,601		19,272
IQVIA Holdings, Inc. (a)		59,825		9,244
Johnson & Johnson		794,186		115,849
Laboratory Corp. of America Holdings (a)		30,256		5,118
McKesson Corp.		56,146		7,766
Merck & Co., Inc.		793,320		72,152
Mettler-Toledo International, Inc. (a)		6,710		5,323
Pfizer, Inc.		1,724,415		67,563
Quest Diagnostics, Inc.		41,529		4,435
Regeneron Pharmaceuticals, Inc. (a)		20,894		7,845
ResMed, Inc.		41,974		6,505
Seattle Genetics, Inc. (a)		43,285		4,946
Stryker Corp.		105,610		22,172
Teleflex, Inc.		12,300		4,630
The Cooper Co., Inc.		13,658		4,388
Thermo Fisher Scientific, Inc.		122,317		39,737
UnitedHealth Group, Inc.		292,104		85,872
Universal Health Services, Inc., Class B		24,380		3,498
Varian Medical Systems, Inc. (a)		28,025		3,980
Veeva Systems, Inc., Class A (a)		31,880		4,484
Vertex Pharmaceuticals, Inc. (a)		63,258		13,850
Waters Corp. (a)		18,175		4,247
WellCare Health Plans, Inc. (a)		14,518		4,794
West Pharmaceutical Services, Inc.		19,415		2,919
Zimmer Biomet Holdings, Inc.		64,091		9,593
Zoetis, Inc.		135,915		17,988
				1,109,901
Industrials (8.6%):
3M Co.		173,525		30,613
American Airlines Group, Inc.		106,324		3,049
AMETEK, Inc.		71,229		7,104
Arconic, Inc.		133,483		4,107
C.H. Robinson Worldwide, Inc.		41,256		3,226
Caterpillar, Inc.		166,768		24,629
Cintas Corp.		29,534		7,947
Copart, Inc. (a)		69,382		6,310
CoStar Group, Inc. (a) (c)		11,175		6,686
CSX Corp.		219,353		15,872
Cummins, Inc.		47,235		8,453
Deere & Co.		92,949		16,105
Delta Air Lines, Inc.		188,795		11,040
Dover Corp.		45,265		5,217
Eaton Corp. PLC		128,814		12,201

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Emerson Electric Co.		183,816	$	14,018
Equifax, Inc.		33,758		4,730
Expeditors International of Washington, Inc.		51,948		4,053
Fastenal Co.		176,828		6,534
FedEx Corp.		74,453		11,258
Fortive Corp.		74,897		5,721
General Dynamics Corp.		70,220		12,383
General Electric Co.		2,520,826		28,132
HEICO Corp., Class A		21,121		1,891
Honeywell International, Inc.		217,959		38,579
IDEX Corp.		19,958		3,433
Illinois Tool Works, Inc.		89,607		16,096
J.B. Hunt Transport Services, Inc.		23,072		2,694
Jacobs Engineering Group, Inc.		38,898		3,494
Johnson Controls International PLC		281,872		11,475
Kansas City Southern		30,885		4,730
L3Harris Technologies, Inc.		63,807		12,625
Lennox International, Inc.		9,731		2,374
Lockheed Martin Corp.		86,967		33,863
Lyft, Inc., Class A (a)		10,565		455
Masco Corp.		88,525		4,248
Norfolk Southern Corp.		79,537		15,441
Northrop Grumman Corp.		46,986		16,162
Old Dominion Freight Line, Inc.		19,375		3,677
PACCAR, Inc.		107,773		8,525
Parker-Hannifin Corp.		39,608		8,152
Raytheon Co.		86,773		19,067
Republic Services, Inc., Class A		62,807		5,629
Rockwell Automation, Inc.		35,625		7,220
Rollins, Inc.		50,478		1,674
Roper Technologies, Inc.		29,011		10,277
Southwest Airlines Co.		131,189		7,082
Stanley Black & Decker, Inc.		47,366		7,850
Teledyne Technologies, Inc. (a)		10,766		3,731
Textron, Inc.		55,403		2,471
The Boeing Co.		171,672		55,925
TransDigm Group, Inc.		14,929		8,360
TransUnion		51,262		4,389
Uber Technologies, Inc. (a)		363,676		10,816
Union Pacific Corp.		209,480		37,872
United Airlines Holdings, Inc. (a)		63,908		5,630
United Parcel Service, Inc., Class B		208,423		24,398
United Technologies Corp.		263,277		39,429
Verisk Analytics, Inc., Class A		51,061		7,625
W.W. Grainger, Inc. (b)		14,841		5,024
Wabtec Corp.		48,411		3,766
Waste Management, Inc.		130,801		14,906
Xylem, Inc.		52,568		4,142
				724,585

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (23.7%):
Adobe, Inc. (a)		147,662	$	48,701
Advanced Micro Devices, Inc. (a)		347,003		15,914
Akamai Technologies, Inc. (a)		50,354		4,350
Amphenol Corp., Class A		78,771		8,526
Analog Devices, Inc.		105,098		12,490
ANSYS, Inc. (a)		26,667		6,864
Apple, Inc.		1,369,933		402,280
Applied Materials, Inc.		263,600		16,090
Arista Networks, Inc. (a)		19,295		3,925
Autodesk, Inc. (a)		63,510		11,652
Automatic Data Processing, Inc.		130,570		22,262
Booz Allen Hamilton Holdings Corp.		40,519		2,882
Broadcom, Inc.		97,580		30,837
Broadridge Financial Solutions, Inc.		35,347		4,367
Cadence Design Systems, Inc. (a)		86,512		6,000
CDW Corp.		44,299		6,328
Cisco Systems, Inc.		1,321,875		63,396
Citrix Systems, Inc.		40,149		4,453
Cognizant Technology Solutions Corp., Class A		167,028		10,359
Corning, Inc.		239,652		6,976
Crowdstrike Holdings, Inc., Class A (a)		6,051		302
Dell Technologies, Inc., Class C (a)		65,991		3,391
EPAM Systems, Inc. (a)		17,133		3,635
Fair Isaac Corp. (a)		8,644		3,239
Fidelity National Information Services, Inc.		185,460		25,796
Fiserv, Inc. (a)		169,482		19,597
FleetCor Technologies, Inc. (a)		23,340		6,715
Fortinet, Inc. (a)		47,123		5,031
Gartner, Inc. (a)		27,286		4,205
Global Payments, Inc.		87,735		16,017
GoDaddy, Inc., Class A (a)		20,493		1,392
Hewlett Packard Enterprises Co.		373,496		5,924
HP, Inc.		447,178		9,190
Intel Corp.		1,326,910		79,416
International Business Machines Corp.		270,152		36,211
Intuit, Inc.		73,427		19,233
Jack Henry & Associates, Inc.		20,693		3,014
Keysight Technologies, Inc. (a)		52,911		5,430
KLA Corp.		45,545		8,115
Lam Research Corp.		42,351		12,383
Leidos Holdings, Inc.		42,718		4,182
Marvell Technology Group Ltd.		156,191		4,149
Mastercard, Inc., Class A		282,856		84,457
Maxim Integrated Products, Inc.		72,782		4,477
Microchip Technology, Inc.		68,194		7,141
Micron Technology, Inc. (a)		345,312		18,571
Microsoft Corp. (c)		2,302,045		363,033
Motorola Solutions, Inc.		52,264		8,422
NetApp, Inc.		50,903		3,169

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NortonLifeLock, Inc.		171,715	$	4,382
NVIDIA Corp.		186,683		43,927
Okta, Inc. (a)		11,488		1,325
Oracle Corp.		699,825		37,077
Palo Alto Networks, Inc. (a) (c)		29,559		6,836
Paychex, Inc.		97,446		8,289
Paycom Software, Inc. (a)		16,473		4,361
PayPal Holdings, Inc. (a)		362,023		39,160
QUALCOMM, Inc.		355,795		31,392
RingCentral, Inc., Class A (a)		18,937		3,194
Salesforce.com, Inc. (a)		261,840		42,586
ServiceNow, Inc. (a) (c)		57,530		16,242
Skyworks Solutions, Inc.		49,735		6,012
Splunk, Inc. (a)		42,461		6,359
Square, Inc., Class A (a)		72,851		4,558
SS&C Technologies Holdings, Inc.		67,140		4,122
Synopsys, Inc. (a)		43,391		6,040
Texas Instruments, Inc.		263,679		33,827
The Trade Desk, Inc., Class A (a)		9,443		2,453
The Western Union Co.		96,260		2,578
Twilio, Inc., Class A (a)		23,177		2,278
Tyler Technologies, Inc. (a)		10,997		3,299
Universal Display Corp.		11,280		2,324
VeriSign, Inc. (a)		31,963		6,159
Visa, Inc., Class A		546,603		102,706
VMware, Inc., Class A (a)		24,160		3,667
Western Digital Corp.		91,695		5,820
Workday, Inc., Class A (a)		29,165		4,796
Xilinx, Inc.		77,532		7,580
Zebra Technologies Corp. (a)		16,271		4,156
Zoom Video Communications, Inc. (a)		7,149		486
				1,902,480
Materials (1.9%):
Air Products & Chemicals, Inc.		67,963		15,971
Avery Dennison Corp.		23,828		3,117
Ball Corp.		92,276		5,968
Celanese Corp., Series A		35,285		4,344
CF Industries Holdings, Inc.		59,906		2,860
Corteva, Inc.		233,199		6,893
Dow, Inc.		228,616		12,512
DuPont de Nemours, Inc.		228,403		14,663
Ecolab, Inc.		84,143		16,239
FMC Corp.		35,711		3,565
Freeport-McMoRan, Inc.		433,064		5,682
International Flavors & Fragrances, Inc. (b)		26,617		3,434
International Paper Co.		120,896		5,567
Martin Marietta Materials, Inc.		19,475		5,446
Newmont Goldcorp Corp.		250,081		10,866
Nucor Corp.		84,536		4,758
Packaging Corp. of America		27,322		3,060

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
PPG Industries, Inc.		71,354	$	9,525
Southern Copper Corp.		27,893		1,185
The Sherwin-Williams Co.		27,249		15,901
Vulcan Materials Co.		39,505		5,688
				157,244
Real Estate (3.3%):
Alexandria Real Estate Equities, Inc.		35,881		5,798
American Tower Corp.		138,019		31,720
AvalonBay Communities, Inc.		45,809		9,606
Boston Properties, Inc.		47,672		6,572
Camden Property Trust		31,760		3,370
CBRE Group, Inc., Class A (a)		103,210		6,326
Crown Castle International Corp.		129,552		18,416
Digital Realty Trust, Inc.		68,460		8,197
Duke Realty Investments, Inc.		120,562		4,180
Equinix, Inc.		27,971		16,327
Equity LifeStyle Properties, Inc.		59,722		4,204
Equity Residential		115,713		9,363
Essex Property Trust, Inc.		21,675		6,521
Extra Space Storage, Inc.		42,479		4,487
Federal Realty Investment Trust		23,285		2,997
Healthpeak Properties, Inc.		162,343		5,596
Host Hotels & Resorts, Inc.		235,232		4,364
Invitation Homes, Inc.		165,984		4,975
Mid-America Apartment Communities, Inc.		37,413		4,933
Prologis, Inc.		207,211		18,471
Public Storage		50,992		10,859
Realty Income Corp.		98,348		7,241
Regency Centers Corp.		52,212		3,294
SBA Communications Corp.		36,933		8,900
Simon Property Group, Inc.		101,030		15,049
Sun Communities, Inc.		30,399		4,563
UDR, Inc.		96,121		4,489
Ventas, Inc.		122,256		7,059
VEREIT, Inc.		332,688		3,074
VICI Properties, Inc.		48,387		1,236
Vornado Realty Trust		56,964		3,788
W.P. Carey, Inc.		56,506		4,523
Welltower, Inc.		133,087		10,884
Weyerhaeuser Co.		217,520		6,569
				267,951
Utilities (3.3%):
AES Corp.		191,624		3,814
Alliant Energy Corp.		74,620		4,083
Ameren Corp.		76,662		5,888
American Electric Power Co., Inc.		152,294		14,393
American Water Works Co., Inc.		55,736		6,847
Aqua America, Inc.		65,131		3,057
Atmos Energy Corp.		34,838		3,897

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Avangrid, Inc.		18,243	$	933
CenterPoint Energy, Inc.		154,850		4,223
CMS Energy Corp.		77,272		4,856
Consolidated Edison, Inc.		101,404		9,174
Dominion Energy, Inc.		256,473		21,240
DTE Energy Co.		52,928		6,874
Duke Energy Corp.		228,333		20,826
Edison International		104,682		7,894
Entergy Corp.		57,468		6,885
Evergy, Inc.		70,266		4,574
Eversource Energy		93,450		7,950
Exelon Corp.		302,906		13,809
FirstEnergy Corp.		166,587		8,096
NextEra Energy, Inc.		142,682		34,553
NiSource, Inc.		98,017		2,729
NRG Energy, Inc.		78,396		3,116
Pinnacle West Capital Corp.		33,552		3,017
PPL Corp.		222,923		7,998
Public Service Enterprise Group, Inc.		142,654		8,424
Sempra Energy		72,120		10,925
The Southern Co.		326,782		20,816
UGI Corp.		63,071		2,848
Vistra Energy Corp.		134,285		3,087
WEC Energy Group, Inc.		96,219		8,874
Xcel Energy, Inc.		149,638		9,501
				275,201
Total Common Stocks (Cost $3,310,146)				8,105,215
Collateral for Securities Loaned (0.1%)^
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (d)		95,996		96
Invesco Government & Agency Portfolio, Institutional Shares, 1.51% (d)		10,022,532		10,023
Total Collateral for Securities Loaned (Cost $10,119)				10,119
Total Investments (Cost $3,320,265) — 99.6%				8,115,334
Other assets in excess of liabilities — 0.4%				34,225
NET ASSETS — 100.00%			$	8,149,559

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(d) Rate disclosed is the daily yield on December 31, 2019.

PLC — Public Limited Company

See notes to financial statements.

USAA Mutual Funds Trust
USAA 500 Index Fund

Schedule of Portfolio Investments — continued
December 31, 2019

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
E-Mini S&P 500 Futures		229	3/20/20	$	36,181,300	$	36,996,095	$	814,795
Total unrealized appreciation								$	814,795
Total unrealized depreciation									—
Total net unrealized appreciation(depreciation)								$	814,795

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA 500 Index Fund
Assets:
Investments, at value (Cost $3,320,265)	$	8,115,334	(a)
Cash and cash equivalents		28,129
Deposits with brokers for futures contracts		8,717
Receivables:
Interest and dividends		8,209
Capital shares issued		4,968
Variation margin on open futures contracts		88
From Adviser		516
Prepaid expenses		85
Total assets		8,166,046
Liabilities:
Payables:
Collateral received on loaned securities		10,119
Capital shares redeemed		4,759
Variation margin on open futures contracts		1
Accrued expenses and other payables:
Investment advisory fees		681
Administration fees		409
Custodian fees		81
Transfer agent fees		268
Compliance fees		4
Trustees' fees		—	(b)
Other accrued expenses		165
Total liabilities		16,487
Net Assets:
Capital		3,340,560
Total distributable earnings/(loss)		4,808,999
Net assets	$	8,149,559
Net Assets
Member Shares	$	3,603,465
Reward Shares		4,546,094
Total	$	8,149,559
Shares (unlimited number of shares authorized with no par value):
Member Shares		82,022
Reward Shares		103,429
Total		185,451
Net asset value, offering and redemption price per share: (c)
Member Shares	$	43.93
Reward Shares	$	43.95

(a) Includes $9,985 of securities on loan.

(b) Rounds to less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA 500 Index Fund
Investment Income:
Dividends	$	147,280
Interest		2,117
Securities lending (net of fees)		308
Total Income		149,705
Expenses:
Investment advisory fees		7,539
Administration fees — Member Shares		2,030
Administration fees — Reward Shares		2,494
Sub-Administration fees		5
Professional fees		29
Custodian fees		211
Transfer agent fees — Member Shares		2,849
Transfer agent fees — Reward Shares		359
Trustees' fees		41
Compliance fees		26
Legal and audit fees		203
State registration and filing fees		137
Other expenses		410
Total Expenses		16,333
Expenses waived/reimbursed by Adviser		(862	)
Expenses waived/reimbursed by AMCO		(785	)
Net Expenses		14,686
Net Investment Income (Loss)		135,019
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		259,800
Net realized gains (losses) from futures contracts		24,021
Net change in unrealized appreciation/depreciation on investment securities		1,588,159
Net change in unrealized appreciation/depreciation on futures contracts		6,016
Net realized/unrealized gains (losses) on investments		1,877,996
Change in net assets resulting from operations	$	2,013,015

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA 500 Index Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	135,019		$	128,996
Net realized gains (losses) from investments		283,821			97,464
Net change in unrealized appreciation/depreciation on investments		1,594,175			(540,885	)
Change in net assets resulting from operations		2,013,015			(314,425	)
Distributions to Shareholders:
Member Shares		(136,678	)		(88,990	)
Reward Shares		(262,717	)		(110,893	)
Change in net assets resulting from distributions to shareholders		(399,395	)		(199,883	)
Change in net assets resulting from capital transactions		(28,801	)		156,947
Capital Contribution from USAA Transfer Agency Company		—			15
Change in net assets		1,584,819			(357,346	)
Net Assets:
Beginning of period		6,564,740			6,922,086
End of period	$	8,149,559		$	6,564,740
Capital Transactions:
Member Shares
Proceeds from shares issued	$	521,545		$	551,000
Distributions reinvested		174,935			87,909
Cost of shares redeemed		(779,152	)		(745,171	)
Total Member Shares	$	(82,672	)	$	(106,262	)
Reward Shares
Proceeds from shares issued	$	519,941		$	600,865
Distributions reinvested		212,589			106,388
Cost of shares redeemed		(678,659	)		(444,044	)
Total Reward Shares	$	53,871		$	263,209
Change in net assets resulting from capital transactions	$	(28,801	)	$	156,947
Share Transactions:
Member Shares
Issued		12,769			14,167
Reinvested		4,088			2,341
Redeemed		(18,810	)		(19,008	)
Total Member Shares		(1,953	)		(2,500	)
Reward Shares
Issued		12,496			15,303
Reinvested		4,967			2,831
Redeemed		(16,390	)		(11,444	)
Total Reward Shares		1,073			6,690
Change in Shares		(880	)		4,190

See notes to financial statements.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments
USAA 500 Index Fund
Member Shares
Year Ended December 31, 2019	$	35.22		0.71	(b)		10.19			10.90			(0.72	)		(1.47	)
Year Ended December 31, 2018	$	38.00		0.68			(2.40	)		(1.72	)		(0.66	)		(0.40	)
Year Ended December 31, 2017	$	31.81		0.59			6.21			6.80			(0.59	)		(0.02	)
Year Ended December 31, 2016	$	29.18		0.58			2.80			3.38			(0.61	)		(0.14	)
Year Ended December 31, 2015	$	29.41		0.56			(0.24	)		0.32			(0.52	)		(0.03	)
Reward Shares
Year Ended December 31, 2019	$	35.24		0.75	(b)		10.19			10.94			(0.76	)		(1.47	)
Year Ended December 31, 2018	$	38.01		0.71			(2.38	)		(1.67	)		(0.70	)		(0.40	)
Year Ended December 31, 2017	$	31.82		0.61			6.22			6.83			(0.62	)		(0.02	)
Year Ended December 31, 2016	$	29.19		0.60			2.81			3.41			(0.64	)		(0.14	)
Year Ended December 31, 2015	$	29.42		0.59			(0.24	)		0.35			(0.55	)		(0.03	)

* Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period; does not reflect $10 annual account maintenance fee. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the Lipper reported return.

^ The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a two-year period beginning July 1, 2019, and in effect through June 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

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

See notes to financial statements.

USAA Mutual Funds Trust

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*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA 500 Index Fund
Member Shares
Year Ended December 31, 2019		(2.19	)	$	43.93		31.19	%		0.25	%		1.73	%		0.26	%	$	3,603,465		13	%
Year Ended December 31, 2018		(1.06	)	$	35.22		(4.65	)%		0.25	%		1.75	%		0.26	%	$	2,957,995		4	%
Year Ended December 31, 2017		(0.61	)	$	38.00		21.53	%		0.25	%		1.71	%		0.27	%	$	3,285,829		3	%
Year Ended December 31, 2016		(0.75	)	$	31.81		11.70	%		0.25	%		1.95	%		0.28	%	$	2,962,450		4	%
Year Ended December 31, 2015		(0.55	)	$	29.18		1.13	%		0.25	%		1.88	%		0.28	%	$	2,777,361		4	%
Reward Shares
Year Ended December 31, 2019		(2.23	)	$	43.95		31.29	%		0.15	%		1.83	%		0.18	%	$	4,546,094		13	%
Year Ended December 31, 2018		(1.10	)	$	35.24		(4.53	)%		0.15	%		1.85	%		0.18	%	$	3,606,745		4	%
Year Ended December 31, 2017		(0.64	)	$	38.01		21.64	%		0.15	%		1.81	%		0.18	%	$	3,636,257		3	%
Year Ended December 31, 2016		(0.78	)	$	31.82		11.79	%		0.15	%		2.04	%		0.18	%	$	3,010,831		4	%
Year Ended December 31, 2015		(0.58	)	$	29.19		1.23	%		0.15	%		1.99	%		0.18	%	$	2,613,832		4	%

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

The accompanying financial statements are those of the USAA 500 Index Fund (the "Fund"). The Fund offers two classes of shares: Member Shares and Reward Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

• 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.)

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

The Trust's Board of Trustees (the "Board") has established the Pricing and Liquidity Committee (the "Committee") subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

	Level 1		Level 2		Level 3		Total
Common Stocks	$	8,105,215	$	—	$	—	$	8,105,215
Collateral for Securities Loaned		10,119		—		—		10,119
Total	$	8,115,334	$	—	$	—	$	8,115,334
Other Financial Investments^:
Assets:
Futures Contracts		815		—		—		815
Total	$	815	$	—	$	—	$	815

^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Investment Companies:

Derivative Instruments:

Futures Contracts:

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2019 (amounts in thousands):

	Assets
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure:	$	815

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2019 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations		Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts		Net Change in Unrealized Appreciation/Depreciation on Futures Contracts
Equity Risk Exposure:	$	24,021	$	6,016

Investment Transactions and Related Income:

Securities Lending:

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	9,985			$	—			$	10,119

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Federal Income Taxes:

Allocations:

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2019 were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	992,944	$	1,149,964

There were no purchases and sales of U.S. government securities during the year ended December 31, 2019.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA funds. The USAA 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 usaa.com. As of December 31, 2019, certain USAA fund-of funds owned total outstanding shares of the Fund:

Affiliated USAA Fund	Ownership %
Cornerstone Conservative Fund		0.1
Cornerstone Equity Fund		0.3

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

net assets. The amount incurred and paid to VCM from July 1, 2019 through December 31, 2019, was $3,902 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Fund. The Manager was authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of all or a portion of the Fund's assets. The Manager entered into an Investment Subadvisory Agreement with Northern Trust Investments (NTI), under which NTI directed the investment and reinvestment of the Fund's assets (as allocated from time to time by the Manager). The Fund's investment management fee was accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average daily net assets. The amount incurred and paid to AMCO from January 1, 2019 through June 30, 2019 was $3,637 thousand and reflected on the Statement of Operations as Investment Advisory fees.

Effective July 1, 2019, Victory Capital's internal investment team, Victory Solutions, began managing the Fund's assets. NTI no longer serves as a subadviser to the Fund.

Administration and Servicing Fees:

Effective with the Transaction on July 1, 2019, VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.06% of average daily net assets of the Fund. Amounts incurred from July 1, 2019 through December 31, 2019, were $1,049 and $1,292 thousand for Member Shares and Reward Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Fund. For such services, AMCO received a fee accrued daily and paid monthly at an annualized rate of 0.06% of average daily net assets of the Fund. Amounts incurred from January 1, 2019 through June 30, 2019, were $981 and $1,202 thousand for Member Shares and Reward Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Effective with the Transaction on July 1, 2019, the Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. The amount incurred during the period from July 1, 2019 to December 31, 2019, is reflected on the Statement of Operations as Compliance fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds, under the Fund Administration, Servicing, and Accounting Agreement.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Transfer Agency Fees:

Effective with the Transaction on July 1, 2019, Victory Capital Transfer Agency, Inc. ("VCTA"), (formerly, USAA Shareholder Account Services ("SAS")), provides transfer agency services to the Fund. VCTA, an affiliate of the Adviser, provides transfer agent services based on an annual charge of $20 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA from July 1, 2019 through December 31, 2019, were $1,454 and $191 thousand for Member Shares and Reward Shares, respectively. Amounts incurred and paid to SAS from January 1, 2019 through June 30, 2019, were $1,395 and $168 thousand for Member Shares and Reward Shares, respectively. These amounts are reflected on the Statement of Operations as Transfer Agent fees.

VCTA (formerly SAS) assesses a $10 annual account maintenance fee to the Member Shares to allocate part of the fixed cost of maintaining shareholder accounts. This fee is charged directly to the shareholders' accounts and does not impact the Fund. The fee is waived on accounts with balances of $10 thousand or more.

Distributor/Underwriting Services:

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of the Fund's shares on a continuing, best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, The Northern Trust Company served as the Fund's accounting agent and custodian.

Effective July 1, 2019, Citibank, N.A., serves as the Fund's custodian.

K&L Gates LLP provides legal services to the Trust.

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limits (excluding voluntary waivers) were 0.25% and 0.15% for Member Shares and Reward Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which 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 December 31, 2019, the following amounts are available to be repaid to the Adviser (amounts in thousands). The amount repaid to the Adviser during the year ended is reflected on the Statement of Operations as "Expenses waived/reimbursed by Adviser."

Expires 12/31/2022
$	862

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Prior to the Transaction on July 1, 2019, AMCO agreed, through April 30, 2020, to limit the total annual operating expenses of the Member Shares and Reward Shares to 0.25% and 0.15%, respectively, of average daily net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund Shares and Institutional Share for all expenses in excess of those amounts. Effective with the Transaction on July 1, 2019, this expense limit is no longer in effect. For the period from January 1, 2019 through June 30, 2019, the Fund incurred reimbursements of $785 thousand. This amount is reflected on the Statement of Operations as "Expenses waived/reimbursed by AMCO."

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

6. Risks:

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

While the Fund attempts to match the Victory US Large Cap 500 Index as closely as possible, the ability of the Fund to meet its investment objective depends to some extent on the cash flow in and out of the Fund. The Fund's performance may be affected by factors such as the size of the Fund's portfolio, transaction costs, management fees and expenses, and brokerage commissions and fees. Changes in the Fund's cash flow may affect how closely the Fund will track the Victory US Large Cap 500 Index.

A Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, exchange-traded funds (ETFs), or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that a Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose a Fund to the effects of leverage, which could increase a Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to a Fund.

7. Borrowing and Interfund Lending:

Line of Credit:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Fund had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is presented on the Statement of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statement of Operations under Income on Interfund lending.

The Fund did not utilize or participate in the Facility during the period from July 1, 2019 through December 31, 2019.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

Total Distributable Earnings/(Loss)				Capital
$	(17,432	)		$	17,432

Year Ended December 31, 2019
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	155,666	$	243,729	$	399,395	$	399,395

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Year Ended December 31, 2018
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	133,314	$	66,569	$	199,883	$	199,883

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Accumulated Earnings				Unrealized Appreciation (Depreciation)*				Total Accumulated Earnings (Deficit)
$	9,407			$	28,709			$	38,116			$	4,770,883			$	4,808,999

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

During the tax year ended December 31, 2019, the Fund had no capital loss carryforwards, for federal income tax purposes.

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	3,344,451			$	4,891,582			$	(120,699	)		$	4,770,883

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including account maintenance fees, 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 the 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 July 1, 2019 through December 31, 2019.

	Beginning Account Value 7/1/19		Actual Ending Account Value 12/31/19		Hypothetical Ending Account Value 12/31/19		Actual Expenses Paid During Period 7/1/19- 12/31/19*		Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*		Annualized Expense Ratio During Period 7/1/19- 12/31/19
Member Shares	$	1,000.00	$	1,107.80	$	1,023.95	$	1.33	$	1.28		0.25	%
Reward Shares		1,000.00		1,108.30		1,024.45		0.80		0.77		0.15	%

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund 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:

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014) , which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

None

Barbara B. Ostdiek, Ph.D., Born March 1964

Trustee

2008

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (since 2013); Director, IMCO (September 2009-April 2014); President, AMCO (August, 2011-April 2013); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (since 2011) Director of USAA Investment Management Company (IMCO) (since 2009); Chairman of Board of IMCO (since 2013); Director of USAA Asset Management Company (AMCO), (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (since 2013); President and Director of USAA Investment Corporation (ICORP) (since 2010); Chairman of Board of ICORP (since 2013); Director of USAA Financial Advisors, Inc. (FAI) (since 2013); Chairman of Board of FAI (since 2015). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

Name and Date of Birth

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

				Dividend Received Deduction (corporate shareholders)⁽¹⁾				Qualified Dividend Income (non-corporate shareholders)⁽¹⁾				Short-Term Capital Gain Distributions⁽²⁾				Long-Term Capital Gain Distributions⁽²⁾
					86	%			85	%		$	18,989			$	261,170

⁽¹⁾ Presented as a percentage of net investment income.

⁽²⁾ Pursuant to Section 852 of the Internal Revenue Code.

Privacy Policy

Protecting the Privacy of Information

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.*

15935 La Cantera Pkwy
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Visit our website at:				Call
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29237-0220

DECEMBER 31, 2019

Annual Report

USAA Target Retirement Income Fund

USAA Target Retirement 2020 Fund

USAA Target Retirement 2030 Fund

USAA Target Retirement 2040 Fund

USAA Target Retirement 2050 Fund

USAA Target Retirement 2060 Fund

USAA Mutual Funds Trust

TABLE OF CONTENTS

Manager's Commentary (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					12
Report of Independent Registered Public Accounting Firm					18
Financial Statements
Schedule of Portfolio Investments					19
Statements of Assets and Liabilities					25
Statements of Operations					27
Statements of Changes in Net Assets					29
Financial Highlights					32
Notes to Financial Statements					36
Supplemental Information (Unaudited)					57
Expense Examples					57
Proxy Voting and Portfolio Holdings Information					57
Trustees' and Officers' Information					58
Additional Federal Income Tax Information					64
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

(Unaudited)

Dear Shareholder,

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Target Retirement Series (Unaudited)

Manager's Commentary

Victory Solutions

Wasif A. Latif
Lance Humphrey, CFA

• How did the global financial markets perform during the reporting period?

The year 2019 was very good for stocks, especially in the United States.

The broad U.S. equity market as measured by the S&P 500^® Index registered a very strong return for 2019, outpacing the return of global stocks as measured by the MSCI All-Country World Index. However, it was the information technology heavy Nasdaq Composite Index that had even higher returns for the year. On the flip side, international and emerging market equity securities lagged the global market even though they were both up double digits in absolute terms.

Growth style investments continued their outperformance of the past few years in 2019 with a strong showing, led by information technology and communication services domestically while the value investment style underperformed the market. Regionally, the U.S. market outperformed the non-U.S. markets, aided by the information technology companies that also are globally dominant in their industries.

Additionally, bonds were up in 2019. In the fixed-income arena, it was corporate bonds that led the way in 2019, while U.S. Treasurys lagged. High-yield corporate bonds also posted strong double digit returns but lagged behind those of investment-grade credit ratings during 2019.

• How did the USAA Target Retirement Funds (the "Funds") perform during the reporting period?

Each Fund's investment objective is to provide capital appreciation and current income consistent with its current investment allocation. For the reporting period ended

USAA Target Retirement Series (Unaudited)

December 31, 2019, the total returns for each of the Funds are shown below, along with the return of the relevant benchmark index:

	USAA Fund			S&P Target Date Indices
USAA Target Retirement Income Fund		11.72	%		13.33	%
USAA Target Retirement 2020 Fund		13.83	%		16.52	%
USAA Target Retirement 2030 Fund		17.13	%		20.38	%
USAA Target Retirement 2040 Fund		19.57	%		23.37	%
USAA Target Retirement 2050 Fund		20.16	%		24.53	%
USAA Target Retirement 2060 Fund		20.09	%		24.91	%

• What factors helped and hurt the Funds' performance?

Consistent with a time in which most segments of the financial markets had strong positive returns, all six of the USAA Target Retirement Funds had solid double-digit returns during 2019. The Funds performed as expected, with returns in between those of stocks and bonds. The larger gains for the longer-dated portfolios reflect the progressively higher weighting in equities as the target dates of the six funds increase.

The results of the Funds underlying drivers mirrored the overall investment backdrop. The equity portfolio experienced gains, with larger increases for domestic equities versus the developed international and emerging markets. Holdings in investment-grade, fixed-income securities added value in the aggregate, with positions in short-term debt and government issues posting gains.

We maintained a steady approach in the past year. As always, we sought to provide broad exposure to the global financial markets, but we also overweighted (took larger relative positions) or underweighted (took lower relative positions) in certain asset classes based on valuations and fundamentals. In this vein, we continued to tilt the portfolios toward the international markets—both developed and emerging—versus the United States. We believe this positioning is warranted from a longer-term standpoint due to the more attractive valuations and greater latitude for better-than-expected economic growth outside of the United States.

We continue to hold a cautious view regarding the outlook for the financial markets. We believe the economic expansion may have reached its later stages, which translates to higher risks from uncertainty surrounding trade policy, corporate earnings prospects, and the geopolitical landscape. Amid this uncertain outlook, we remain true to our longstanding strategy of using fundamentals and valuations to construct portfolios designed to deliver favorable results over a full market cycle.

Thank you for allowing us to help you manage your investments.

USAA Target Retirement Series (Unaudited)

USAA Target Retirement Income Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date Retirement Income Index*
One Year		11.72	%		13.33	%
Five Year		4.19	%		4.67	%
Ten Year		5.26	%		5.49	%

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement Income Fund — Growth of $10,000

*The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

USAA Target Retirement Series (Unaudited)

USAA Target Retirement 2020 Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2020 Index*
One Year		13.83	%		16.52	%
Five Year		5.08	%		6.15	%
Ten Year		6.25	%		7.54	%

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement 2020 Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

USAA Target Retirement Series (Unaudited)

USAA Target Retirement 2030 Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2030 Index*
One Year		17.13	%		20.38	%
Five Year		5.97	%		7.27	%
Ten Year		7.33	%		8.66	%

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement 2030 Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

USAA Target Retirement Series (Unaudited)

USAA Target Retirement 2040 Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2040 Index*
One Year		19.57	%		23.37	%
Five Year		6.55	%		8.11	%
Ten Year		7.86	%		9.45	%

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement 2040 Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

USAA Target Retirement Series (Unaudited)

USAA Target Retirement 2050 Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2050 Index*
One Year		20.16	%		24.53	%
Five Year		6.77	%		8.51	%
Ten Year		8.00	%		9.85	%

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement 2050 Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

USAA Target Retirement Series (Unaudited)

USAA Target Retirement 2060 Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

INCEPTION DATE	7/12/13
	Net Asset Value			S&P Target Date 2060 Index*
One Year		20.09	%		24.91	%
Five Year		6.70	%		8.70	%
Since Inception		7.13	%		8.91	%

High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.

+The since inception performance of the S&P Target Date 2060 Index is calculated from July 12, 2013 through December 31, 2019.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Target Retirement 2060 Fund — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

**The performance of the S&P Target Date 2060 Index is calculated from the end of the month, July 31, 2013, while the inception date of the USAA Target Retirement 2060 Fund is July 12, 2013. There may be a slight variation of performance numbers because of this difference.

USAA Target Retirement Fund
USAA Target Retirement Income Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Government Securities Fund, Institutional Shares	29.1	%
USAA Income Fund, Institutional Shares	18.9	%
USAA Short-Term Bond Fund, Institutional Shares	14.1	%
USAA Global Managed Volatility Fund, Institutional Shares	9.8	%
USAA Target Managed Allocation Fund	5.3	%
Victory Market Neutral Income Fund, Class I	4.1	%
VictoryShares USAA MSCI USA Value Momentum ETF	2.4	%
USAA High Income Fund, Institutional Shares	1.9	%
VictoryShares USAA MSCI International Value Momentum ETF	1.8	%
Victory RS International Fund, Class R6	1.5	%

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

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

USAA Target Retirement Fund
USAA Target Retirement 2020 Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Government Securities Fund, Institutional Shares	28.0	%
USAA Income Fund, Institutional Shares	18.4	%
USAA Short-Term Bond Fund, Institutional Shares	13.3	%
USAA Global Managed Volatility Fund, Institutional Shares	10.8	%
USAA Target Managed Allocation Fund	5.5	%
Victory Market Neutral Income Fund, Class I	3.2	%
USAA High Income Fund, Institutional Shares	2.5	%
VictoryShares USAA MSCI USA Value Momentum ETF	2.2	%
USAA Growth Fund, Institutional Shares	1.6	%
VictoryShares Dividend Accelerator ETF	1.6	%

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

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

USAA Target Retirement Fund
USAA Target Retirement 2030 Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Global Managed Volatility Fund, Institutional Shares	20.1	%
USAA Government Securities Fund, Institutional Shares	15.8	%
USAA Target Managed Allocation Fund	10.8	%
USAA Income Fund, Institutional Shares	9.5	%
VictoryShares USAA MSCI USA Value Momentum ETF	4.9	%
USAA Short-Term Bond Fund, Institutional Shares	4.0	%
Victory Integrity Mid-Cap Value Fund, Class R6	3.3	%
VictoryShares USAA MSCI International Value Momentum ETF	3.3	%
USAA Growth Fund, Institutional Shares	3.3	%
Victory RS International Fund, Class R6	3.0	%

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

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

USAA Target Retirement Fund
USAA Target Retirement 2040 Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Global Managed Volatility Fund, Institutional Shares	24.2	%
USAA Target Managed Allocation Fund	12.9	%
USAA Government Securities Fund, Institutional Shares	9.0	%
VictoryShares USAA MSCI USA Value Momentum ETF	6.3	%
USAA Income Fund, Institutional Shares	4.8	%
Victory Integrity Mid-Cap Value Fund, Class R6	4.0	%
USAA Growth Fund, Institutional Shares	4.0	%
Victory RS International Fund, Class R6	3.9	%
VictoryShares USAA MSCI International Value Momentum ETF	3.9	%
VictoryShares Dividend Accelerator ETF	2.9	%

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

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

USAA Target Retirement Fund
USAA Target Retirement 2050 Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Global Managed Volatility Fund, Institutional Shares	25.7	%
USAA Target Managed Allocation Fund	13.5	%
USAA Government Securities Fund, Institutional Shares	7.4	%
VictoryShares USAA MSCI USA Value Momentum ETF	6.7	%
Victory Integrity Mid-Cap Value Fund, Class R6	4.4	%
USAA Growth Fund, Institutional Shares	4.2	%
VictoryShares USAA MSCI International Value Momentum ETF	4.1	%
Victory RS International Fund, Class R6	4.0	%
USAA Income Fund, Institutional Shares	3.7	%
VictoryShares Dividend Accelerator ETF	3.0	%

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

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

USAA Target Retirement Fund
USAA Target Retirement 2060 Fund

(Unaudited)

Top 10 Holdings*

12/31/19

(% of Net Assets)

USAA Global Managed Volatility Fund, Institutional Shares	25.9	%
USAA Target Managed Allocation Fund	13.4	%
USAA Government Securities Fund, Institutional Shares	7.5	%
VictoryShares USAA MSCI USA Value Momentum ETF	6.7	%
Victory Integrity Mid-Cap Value Fund, Class R6	4.7	%
VictoryShares USAA MSCI International Value Momentum ETF	4.6	%
Victory RS International Fund, Class R6	4.1	%
USAA Growth Fund, Institutional Shares	4.0	%
USAA Income Fund, Institutional Shares	3.6	%
VictoryShares Dividend Accelerator ETF	3.0	%

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Target Retirement Income Fund, USAA Target Retirement 2020 Fund, USAA Target Retirement 2030 Fund, USAA Target Retirement 2040 Fund, USAA Target Retirement 2050 Fund, and USAA Target Retirement 2060 Fund:

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of USAA Target Retirement Income Fund, USAA Target Retirement 2020 Fund, USAA Target Retirement 2030 Fund, USAA Target Retirement 2040 Fund, USAA Target Retirement 2050 Fund, and USAA Target Retirement 2060 Fund (the "Funds") (six of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedules of portfolio investments, as of December 31, 2019, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds at December 31, 2019, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA Target Retirement Income Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value*
Affiliated Exchange-Traded Funds (9.8%)
VictoryShares Dividend Accelerator ETF		90,208	$	3,224
VictoryShares Emerging Market Volatility Wtd ETF		57,190		1,518
VictoryShares International High Div Volatility Wtd ETF		56,126		1,906
VictoryShares International Volatility Wtd ETF		47,801		1,902
VictoryShares U.S. 500 Volatility Wtd ETF		25,115		1,417
VictoryShares U.S. Multi-Factor Minimum Volatility ETF (a)		77,905		2,577
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		9,184		432
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		87,345		3,920
VictoryShares USAA MSCI International Value Momentum ETF		133,978		6,177
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		38,551		2,089
VictoryShares USAA MSCI USA Value Momentum ETF		149,900		8,083
Total Affiliated Exchange-Traded Funds (Cost $33,242)				33,245
Affiliated Mutual Funds (90.1%)
USAA Capital Growth Fund, Institutional Shares		85,826		951
USAA Global Managed Volatility Fund, Institutional Shares		2,987,705		33,193
USAA Government Securities Fund, Institutional Shares		9,945,506		98,362
USAA Growth Fund, Institutional Shares		156,692		4,072
USAA High Income Fund, Institutional Shares		820,872		6,518
USAA Income Fund, Institutional Shares		4,778,293		63,981
USAA Income Stock Fund, Institutional Shares		117,947		2,101
USAA Precious Metals and Minerals Fund, Institutional Shares		62,924		1,070
USAA Short-Term Bond Fund, Institutional Shares		5,141,304		47,454
USAA Small Cap Stock Fund, Institutional Shares		156,641		2,596
USAA Target Managed Allocation Fund		1,627,381		17,755
Victory Integrity Mid-Cap Value Fund, Class R6		164,500		3,185
Victory Market Neutral Income Fund, Class I		1,429,924		13,756
Victory RS International Fund, Class R6		462,556		4,949
Victory Trivalent International Core Equity Fund, Class R6		548,242		4,062
Total Affiliated Mutual Funds (Cost $287,068)				304,005
Collateral for Securities Loaned (0.1%)^
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (b)		384,200		384
Total Collateral for Securities Loaned (Cost $384)				384
Total Investments (Cost $320,694) — 100.0%				337,634
Liabilities in excess of other assets — 0.00% (c)				(1	)
NET ASSETS — 100.00%			$	337,633

* At December 31, 2019, the Fund's investments in foreign securities were 7.2% of net assets.

^ Purchased with cash collateral from securities on loan.

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

(b) Rate disclosed is the daily yield on December 31, 2019.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust
USAA Target Retirement 2020 Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares			Value*
Affiliated Exchange-Traded Funds (10.4%)
VictoryShares Dividend Accelerator ETF		253,038		$	9,044
VictoryShares Emerging Market Volatility Wtd ETF (a)		102,075			2,710
VictoryShares International High Div Volatility Wtd ETF		85,388			2,900
VictoryShares International Volatility Wtd ETF		80,640			3,209
VictoryShares U.S. 500 Volatility Wtd ETF		597			34
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		260,745			8,625
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		29,385			1,382
VictoryShares USAA Core Intermediate-Term Bond ETF		31,835			1,654
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		131,534			5,903
VictoryShares USAA MSCI International Value Momentum ETF		192,678			8,884
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		53,393			2,893
VictoryShares USAA MSCI USA Value Momentum ETF		240,414			12,962
Total Affiliated Exchange-Traded Funds (Cost $59,562)					60,200
Affiliated Mutual Funds (89.4%)
USAA 500 Index Fund, Reward Shares		—	(b)		—	(c)
USAA Global Managed Volatility Fund, Institutional Shares		5,655,421			62,832
USAA Government Securities Fund, Institutional Shares		16,461,177			162,802
USAA Growth Fund, Institutional Shares		362,385			9,418
USAA High Income Fund, Institutional Shares		1,826,381			14,501
USAA Income Fund, Institutional Shares		8,008,198			107,231
USAA Income Stock Fund, Institutional Shares		370,325			6,595
USAA Precious Metals and Minerals Fund, Institutional Shares		110,440			1,879
USAA Short-Term Bond Fund, Institutional Shares		8,401,655			77,548
USAA Intermediate-Term Bond Fund, Institutional Shares		33			—	(c)
USAA Small Cap Stock Fund, Institutional Shares		274,675			4,551
USAA Target Managed Allocation Fund		2,953,652			32,224
Victory Integrity Mid-Cap Value Fund, Class R6		462,353			8,951
Victory Market Neutral Income Fund, Class I		1,955,333			18,810
Victory RS International Fund, Class R6		696,770			7,455
Victory Trivalent International Core Equity Fund, Class R6		766,528			5,680
Total Affiliated Mutual Funds (Cost $481,654)					520,477
Collateral for Securities Loaned (0.5%)^
Fidelity Investments Money Market Government Portfolio, I shares, 1.50% (d)		2,728,458			2,728
Total Collateral for Securities Loaned (Cost $2,728)					2,728
Total Investments (Cost $543,944) — 100.3%					583,405
Liabilities in excess of other assets — (0.3)%					(1,934	)
NET ASSETS — 100.00%				$	581,471

* At December 31, 2019, the Fund's investments in foreign securities were 6.3% of net assets.

^ Purchased with cash collateral from securities on loan.

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

(b) Amount is less than 500 shares.

(d) Rate disclosed is the daily yield on December 31, 2019.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust
USAA Target Retirement 2030 Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares			Value*
Affiliated Exchange-Traded Funds (19.1%)
VictoryShares Dividend Accelerator ETF		922,928		$	32,985
VictoryShares Emerging Market Volatility Wtd ETF (a)		331,804			8,809
VictoryShares International High Div Volatility Wtd ETF		408,197			13,863
VictoryShares International Volatility Wtd ETF (a)		375,466			14,941
VictoryShares U.S. 500 Volatility Wtd ETF		117,326			6,620
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		894,216			29,581
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		99,195			4,665
VictoryShares USAA Core Intermediate-Term Bond ETF		109,010			5,662
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		432,058			19,391
VictoryShares USAA MSCI International Value Momentum ETF		978,123			45,099
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		229,300			12,423
VictoryShares USAA MSCI USA Value Momentum ETF		1,249,544			67,376
Total Affiliated Exchange-Traded Funds (Cost $261,598)					261,415
Affiliated Mutual Funds (80.5%)
USAA Capital Growth Fund, Institutional Shares		1,453,656			16,107
USAA Intermediate-Term Bond Fund, Institutional Shares		—	(b)		—	(c)
USAA Global Managed Volatility Fund, Institutional Shares		24,723,237			274,675
USAA Government Securities Fund, Institutional Shares		21,879,132			216,385
USAA Growth Fund, Institutional Shares		1,720,970			44,728
USAA High Income Fund, Institutional Shares		3,595,137			28,545
USAA Income Fund, Institutional Shares		9,701,193			129,899
USAA Income Stock Fund, Institutional Shares		1,323,521			23,572
USAA International Fund, Institutional Shares		—	(b)		—	(c)
USAA Precious Metals and Minerals Fund, Institutional Shares		249,586			4,245
USAA Short-Term Bond Fund, Institutional Shares		5,872,663			54,205
USAA Intermediate-Term Bond Fund, Institutional Shares		11			—	(c)
USAA Small Cap Stock Fund, Institutional Shares		1,018,925			16,884
USAA Target Managed Allocation Fund		13,587,056			148,235
Victory Integrity Mid-Cap Value Fund, Class R6		2,359,470			45,679
Victory Market Neutral Income Fund, Class I		2,705,658			26,028
Victory RS International Fund, Class R6		3,876,184			41,475
Victory Trivalent International Core Equity Fund, Class R6		4,069,055			30,152
Total Affiliated Mutual Funds (Cost $995,174)					1,100,814
Collateral for Securities Loaned (0.3%)^
Fidelity Investments Money Market Government Portfolio, I shares, 1.50% (d)		4,344,142			4,344
Total Collateral for Securities Loaned (Cost $4,344)					4,344
Total Investments (Cost $1,261,116) — 99.9%					1,366,573
Other assets in excess of liabilities — 0.1%					1,770
NET ASSETS — 100.00%				$	1,368,343

* At December 31, 2019, the Fund's investments in foreign securities were 12.7% of net assets.

^ Purchased with cash collateral from securities on loan.

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

(b) Rounds to less than 500 shares.

(d) Rate disclosed is the daily yield on December 31, 2019.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust
USAA Target Retirement 2040 Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares			Value*
Affiliated Exchange-Traded Funds (25.0%)
VictoryShares Dividend Accelerator ETF		1,245,370		$	44,510
VictoryShares Emerging Market Volatility Wtd ETF		558,897			14,838
VictoryShares International High Div Volatility Wtd ETF		616,336			20,931
VictoryShares International Volatility Wtd ETF		524,922			20,889
VictoryShares U.S. 500 Volatility Wtd ETF		599,400			33,818
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		1,180,229			39,042
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		132,092			6,212
VictoryShares USAA Core Intermediate-Term Bond ETF		76,293			3,963
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (a)		578,083			25,944
VictoryShares USAA MSCI International Value Momentum ETF		1,312,882			60,534
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		372,800			20,198
VictoryShares USAA MSCI USA Value Momentum ETF		1,800,663			97,092
Total Affiliated Exchange-Traded Funds (Cost $387,696)					387,971
Affiliated Mutual Funds (74.6%)
USAA 500 Index Fund, Reward Shares		—	(b)		—	(c)
USAA Capital Growth Fund, Institutional Shares		1,434,753			15,897
USAA Global Managed Volatility Fund, Institutional Shares		33,752,195			374,988
USAA Government Securities Fund, Institutional Shares		14,142,771			139,872
USAA Growth Fund, Institutional Shares		2,377,895			61,801
USAA High Income Fund, Institutional Shares		2,796,261			22,202
USAA Income Fund, Institutional Shares		5,596,038			74,931
USAA Income Stock Fund, Institutional Shares		1,874,077			33,377
USAA Precious Metals and Minerals Fund, Institutional Shares		277,582			4,722
USAA Short-Term Bond Fund, Institutional Shares		2,269,546			20,948
USAA Intermediate-Term Bond Fund, Institutional Shares		31			—	(c)
USAA Small Cap Stock Fund, Institutional Shares		1,538,674			25,496
USAA Target Managed Allocation Fund		18,297,872			199,630
Victory Integrity Mid-Cap Value Fund, Class R6		3,205,995			62,068
Victory Market Neutral Income Fund, Class I		1,685,760			16,217
Victory RS International Fund, Class R6		5,695,395			60,941
Victory Trivalent International Core Equity Fund, Class R6		5,891,166			43,654
Total Affiliated Mutual Funds (Cost $1,026,991)					1,156,744
Collateral for Securities Loaned (0.0%)^ (d)
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (e)		18,400			18
Total Collateral for Securities Loaned (Cost $18)					18
Total Investments (Cost $1,414,705) — 99.6%					1,544,733
Other assets in excess of liabilities — 0.4%					6,819
NET ASSETS — 100.00%				$	1,551,552

* At December 31, 2019, the Fund's investments in foreign securities were 16.0% of net assets.

^ Purchased with cash collateral from securities on loan.

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

(b) Amount is less than 500 shares.

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

(e) Rate disclosed is the daily yield on December 31, 2019.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust
USAA Target Retirement 2050 Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description		Shares			Value*
Affiliated Exchange-Traded Funds (27.1%)
VictoryShares Dividend Accelerator ETF			759,933		$	27,160
VictoryShares Emerging Market Volatility Wtd ETF			343,734			9,126
VictoryShares International High Div Volatility Wtd ETF			342,991			11,648
VictoryShares International Volatility Wtd ETF			345,702			13,757
VictoryShares U.S. 500 Volatility Wtd ETF			424,909			23,973
VictoryShares U.S. Multi-Factor Minimum Volatility ETF			704,349			23,300
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF			85,377			4,015
VictoryShares USAA Core Intermediate-Term Bond ETF			19,425			1,009
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF			393,668			17,668
VictoryShares USAA MSCI International Value Momentum ETF			798,656			36,824
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF			246,047			13,331
VictoryShares USAA MSCI USA Value Momentum ETF			1,110,074			59,856
Total Affiliated Exchange-Traded Funds (Cost $241,563)						241,667
Affiliated Mutual Funds (72.5%)
USAA Capital Growth Fund, Institutional Shares			815,509			9,036
USAA Intermediate-Term Bond Fund, Institutional Shares			—	(a)		—	(b)
USAA Global Managed Volatility Fund, Institutional Shares			20,676,683			229,717
USAA Government Securities Fund, Institutional Shares			6,639,876			65,668
USAA Growth Fund, Institutional Shares			1,450,721			37,704
USAA High Income Fund, Institutional Shares			144,147			1,145
USAA Income Fund, Institutional Shares			2,456,526			32,893
USAA Income Stock Fund, Institutional Shares			1,127,204			20,076
USAA Precious Metals and Minerals Fund, Institutional Shares			155,949			2,653
USAA Short-Term Bond Fund, Institutional Shares			687,752			6,348
USAA Intermediate-Term Bond Fund, Institutional Shares			24			—	(b)
USAA Small Cap Stock Fund, Institutional Shares	��		906,359			15,018
USAA Target Managed Allocation Fund			11,062,977			120,696
Victory Integrity Mid-Cap Value Fund, Class R6			2,007,729			38,870
Victory Market Neutral Income Fund, Class I			760,571			7,317
Victory RS International Fund, Class R6			3,296,996			35,278
Victory Trivalent International Core Equity Fund, Class R6			3,444,387			25,523
Total Affiliated Mutual Funds (Cost $573,078)						647,942
Total Investments (Cost $814,641) — 99.6%						889,609
Other assets in excess of liabilities — 0.4%						3,421
NET ASSETS — 100.00%					$	893,030

* At December 31, 2019, the Fund's investments in foreign securities were 16.8% of net assets.

(a) Amount is less than 500 shares.

(b) Amount is less than $1.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust
USAA Target Retirement 2060 Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares			Value*
Affiliated Exchange-Traded Funds (27.7%)
VictoryShares Dividend Accelerator ETF		97,284		$	3,477
VictoryShares Emerging Market Volatility Wtd ETF		49,314			1,309
VictoryShares International High Div Volatility Wtd ETF		44,883			1,524
VictoryShares International Volatility Wtd ETF		46,621			1,855
VictoryShares U.S. 500 Volatility Wtd ETF		54,809			3,092
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		99,047			3,276
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		12,473			587
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		53,685			2,409
VictoryShares USAA MSCI International Value Momentum ETF		115,740			5,337
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		31,306			1,696
VictoryShares USAA MSCI USA Value Momentum ETF		143,976			7,764
Total Affiliated Exchange-Traded Funds (Cost $32,210)					32,326
Affiliated Mutual Funds (71.2%)
USAA Capital Growth Fund, Institutional Shares		125,194			1,387
USAA Intermediate-Term Bond Fund, Institutional Shares		—	(a)		—	(b)
USAA Global Managed Volatility Fund, Institutional Shares		2,715,092			30,165
USAA Government Securities Fund, Institutional Shares		881,322			8,716
USAA Growth Fund, Institutional Shares		178,150			4,630
USAA High Income Fund, Institutional Shares		278			2
USAA Income Fund, Institutional Shares		310,741			4,161
USAA Income Stock Fund, Institutional Shares		132,624			2,362
USAA Precious Metals and Minerals Fund, Institutional Shares		19,382			330
USAA Short-Term Bond Fund, Institutional Shares		108			1
USAA Small Cap Stock Fund, Institutional Shares		124,035			2,055
USAA Target Managed Allocation Fund		1,433,609			15,641
Victory Integrity Mid-Cap Value Fund, Class R6		280,588			5,432
Victory Market Neutral Income Fund, Class I		8,700			84
Victory RS International Fund, Class R6		443,763			4,748
Victory Trivalent International Core Equity Fund, Class R6		427,903			3,171
Total Affiliated Mutual Funds (Cost $76,759)					82,885
Total Investments (Cost $108,969) — 98.9%					115,211
Other assets in excess of liabilities — 1.1%					1,282
NET ASSETS — 100.00%				$	116,493

* At December 31, 2019, the Fund's investments in foreign securities were 17.5% of net assets.

(a) Amount is less than 500 shares.

(b) Amount is less than $1.

ETF — Exchange-Traded Fund

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Target Retirement Income Fund			USAA Target Retirement 2020 Fund			USAA Target Retirement 2030 Fund
ASSETS:
Affiliated investments, at value (Cost $320,310, $541,216 and $1,256,772)	$	337,250	(a)	$	580,677	(b)	$	1,362,229	(c)
Unaffiliated investments, at value (Cost $384, $2,728 and $4,344)		384			2,728			4,344
Cash and cash equivalents		573			625			5,944
Receivables:
Interest		2			11			14
Distributions from affiliated funds		61			78			466
Capital shares issued		222			284			496
From Adviser		—			—			1
Prepaid expenses		7			11			10
Total Assets		338,499			584,414			1,373,504
LIABILITIES:
Payables:
Collateral received on loaned securities		384			2,728			4,344
Capital shares redeemed		426			152			732
Accrued expenses and other payables:
Custodian fees		9			10			11
Compliance fees		—	(d)		—	(d)		1
Trustees' fees		2			2			2
Other accrued expenses		45			51			71
Total Liabilities		866			2,943			5,161
NET ASSETS:
Capital		317,696			534,145			1,231,276
Total distributable earnings/(loss)		19,937			47,326			137,067
Net Assets	$	337,633		$	581,471		$	1,368,343
Shares (unlimited number of shares authorized with no par value):		30,104			50,119			109,705
Net asset value, offering and redemption price per share: (e)	$	11.22		$	11.60		$	12.47

(a) Includes $374 of securities on loan.

(b) Includes $2,683 of securities on loan.

(d) Rounds to less than $1.

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

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Target Retirement 2040 Fund			USAA Target Retirement 2050 Fund			USAA Target Retirement 2060 Fund
ASSETS:
Affiliated investments, at value (Cost $1,414,687, $814,641 and $108,969)	$	1,544,715	(a)	$	889,609		$	115,211
Unaffiliated investments, at value (Cost $18, $— and $—)		18			—			—
Cash and cash equivalents		8,461			5,114			1,348
Receivables:
Interest		15			9			2
Distributions from affiliated funds		652			410			54
Capital shares issued		918			396			99
From Adviser		1			—			70
Prepaid expenses		20			12			7
Total Assets		1,554,800			895,550			116,791
LIABILITIES:
Payables:
Collateral received on loaned securities		18			—			—
Investments purchased		1,729			1,851			200
Capital shares redeemed		1,403			584			38
Accrued expenses and other payables:
Custodian fees		12			9			—
Compliance fees		1			—	(b)		—	(b)
Trustees' fees		2			2			2
Other accrued expenses		83			74			58
Total Liabilities		3,248			2,520			298
NET ASSETS:
Capital		1,367,167			781,107			106,501
Total distributable earnings/(loss)		184,385			111,923			9,992
Net Assets	$	1,551,552		$	893,030		$	116,493
Shares (unlimited number of shares authorized with no par value):		123,383			69,531			9,295
Net asset value, offering and redemption price per share: (c)	$	12.58		$	12.84		$	12.53

(a) Includes $18 of securities on loan.

(b) Rounds to less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Target Retirement Income Fund			USAA Target Retirement 2020 Fund		USAA Target Retirement 2030 Fund
Investment Income:
Income distributions from affiliated funds	$	9,318		$	14,713	$	33,050
Interest		37			37		128
Securities lending (net of fees)		2			10		11
Total Income		9,357			14,760		33,189
Expenses:
Sub-Administration fees		8			8		8
Professional fees		1			2		5
Custodian fees		44			48		55
Trustees' fees		41			41		41
Compliance fees		1			2		4
Legal and audit fees		82			83		88
Printing fees		20			31		68
State registration and filing fees		31			29		41
Interest expense on interfund lending		—	(a)		—		—
Other expenses		11			11		16
Total Expenses		239			255		326
Expenses waived/reimbursed by Adviser		—			—		(1	)
Net Expenses		239			255		325
Net Investment Income (Loss)		9,118			14,505		32,864
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		9,657			35,533		83,416
Capital gain distributions received from affiliated funds		2,379			5,182		21,394
Net change in unrealized appreciation/ depreciation on affiliated funds		15,252			19,408		65,221
Net realized/unrealized gains (losses) on investments		27,288			60,123		170,031
Change in net assets resulting from operations	$	36,406		$	74,628	$	202,895

(a) Amount is less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Target Retirement 2040 Fund			USAA Target Retirement 2050 Fund		USAA Target Retirement 2060 Fund
Investment Income:
Income distributions from affiliated funds	$	35,293		$	19,540	$	2,513
Interest		150			99		19
Securities lending (net of fees)		12			3		5
Total Income		35,455			19,642		2,537
Expenses:
Sub-Administration fees		8			8		8
Professional fees		6			3		—	(a)
Custodian fees		57			51		42
Trustees' fees		41			41		41
Compliance fees		4			3		—	(a)
Legal and audit fees		88			86		83
Printing fees		91			62		20
State registration and filing fees		34			32		33
Other expenses		16			14		10
Total Expenses		345			300		237
Expenses waived/reimbursed by Adviser		(1	)		—		(54	)
Expenses waived/reimbursed by AMCO		—			—		(78	)
Net Expenses		344			300		105
Net Investment Income (Loss)		35,111			19,342		2,432
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		115,743			64,512		2,377
Capital gain distributions received from affiliated funds		29,930			18,868		2,416
Net change in unrealized appreciation/ depreciation on affiliated funds		73,975			47,604		11,491
Net realized/unrealized gains (losses) on investments		219,648			130,984		16,284
Change in net assets resulting from operations	$	254,759		$	150,326	$	18,716

(a) Rounds to less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Target Retirement Income Fund						USAA Target Retirement 2020 Fund						USAA Target Retirement 2030 Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018			Year Ended December 31, 2019			Year Ended December 31, 2018			Year Ended December 31, 2019			Year Ended December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	9,118		$	8,623		$	14,505		$	14,446		$	32,864		$	28,747
Net realized gains (losses) from investments		12,036			13,232			40,715			39,191			104,810			86,601
Net change in unrealized appreciation/depreciation on investments		15,252			(31,905	)		19,408			(82,699	)		65,221			(205,485	)
Change in net assets resulting from operations		36,406			(10,050	)		74,628			(29,062	)		202,895			(90,137	)
Change in net assets resulting from distributions to shareholders		(20,806	)		(19,060	)		(57,178	)		(44,523	)		(143,003	)		(95,056	)
Change in net assets resulting from capital transactions		3,237			(1,960	)		9,867			10,156			124,887			82,364
Change in net assets		18,837			(31,070	)		27,317			(63,429	)		184,779			(102,829	)
Net Assets:
Beginning of period		318,796			349,866			554,154			617,583			1,183,564			1,286,393
End of period	$	337,633		$	318,796		$	581,471		$	554,154		$	1,368,343		$	1,183,564
Capital Transactions:
Proceeds from shares issued	$	41,829		$	52,125		$	47,372		$	60,443		$	119,955		$	139,251
Distributions reinvested		20,602			18,863			56,837			44,322			142,769			94,862
Cost of shares redeemed		(59,194	)		(72,948	)		(94,342	)		(94,609	)		(137,837	)		(151,749	)
Change in net assets resulting from capital transactions	$	3,237		$	(1,960	)	$	9,867		$	10,156		$	124,887		$	82,364
Share Transactions:
Issued		3,693			4,525			3,891			4,732			9,245			10,136
Reinvested		1,823			1,719			4,825			3,837			11,294			7,770
Redeemed		(5,234	)		(6,359	)		(7,742	)		(7,434	)		(10,584	)		(11,104	)
Change in Shares		282			(115	)		974			1,135			9,955			6,802

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Target Retirement 2040 Fund						USAA Target Retirement 2050 Fund						USAA Target Retirement 2060 Fund
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	35,111		$	29,609		$	19,342		$	15,866		$	2,432		$	1,784
Net realized gains (losses) from investments		145,673			117,103			83,380			67,666			4,793			4,265
Net change in unrealized appreciation/depreciation on investments		73,975			(268,528	)		47,604			(157,012	)		11,491			(14,926	)
Change in net assets resulting from operations		254,759			(121,816	)		150,326			(73,480	)		18,716			(8,877	)
Change in net assets resulting from distributions to shareholders		(178,743	)		(121,300	)		(95,648	)		(69,927	)		(6,542	)		(4,012	)
Change in net assets resulting from capital transactions		165,208			129,376			96,903			79,935			16,916			22,693
Change in net assets		241,224			(113,740	)		151,581			(63,472	)		29,090			9,804
Net Assets:
Beginning of period		1,310,328			1,424,068			741,449			804,921			87,403			77,599
End of period	$	1,551,552		$	1,310,328		$	893,030		$	741,449		$	116,493		$	87,403
Capital Transactions:
Proceeds from shares issued	$	129,343		$	149,298		$	89,371		$	104,037		$	27,519		$	32,589
Distributions reinvested		178,580			121,220			95,564			69,884			6,537			4,009
Cost of shares redeemed		(142,715	)		(141,142	)		(88,032	)		(93,986	)		(17,140	)		(13,905	)
Change in net assets resulting from capital transactions	$	165,208		$	129,376		$	96,903		$	79,935		$	16,916		$	22,693
Share Transactions:
Issued		9,869			10,559			6,769			7,252			2,255			2,567
Reinvested		14,024			9,864			7,358			5,641			517			355
Redeemed		(10,874	)		(10,010	)		(6,635	)		(6,553	)		(1,390	)		(1,101	)
Change in Shares		13,019			10,413			7,492			6,340			1,382			1,821

See notes to financial statements.

This page is intentionally left blank.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments
USAA Target Retirement Income Fund
Year Ended December 31, 2019	$	10.69		0.31	(b)		0.93			1.24			(0.31	)		(0.40	)
Year Ended December 31, 2018	$	11.69		0.29			(0.64	)		(0.35	)		(0.29	)		(0.36	)
Year Ended December 31, 2017	$	11.41		0.28			0.70			0.98			(0.28	)		(0.42	)
Year Ended December 31, 2016	$	11.09		0.28			0.42			0.70			(0.28	)		(0.10	)
Year Ended December 31, 2015	$	11.82		0.28			(0.50	)		(0.22	)		(0.28	)		(0.23	)
USAA Target Retirement 2020 Fund
Year Ended December 31, 2019	$	11.28		0.31	(b)		1.25			1.56			(0.30	)		(0.94	)
Year Ended December 31, 2018	$	12.86		0.30			(0.92	)		(0.62	)		(0.30	)		(0.66	)
Year Ended December 31, 2017	$	12.28		0.30			1.25			1.55			(0.30	)		(0.67	)
Year Ended December 31, 2016	$	11.85		0.30			0.60			0.90			(0.38	)		(0.09	)
Year Ended December 31, 2015	$	12.56		0.30			(0.60	)		(0.30	)		(0.21	)		(0.20	)
USAA Target Retirement 2030 Fund
Year Ended December 31, 2019	$	11.87		0.33	(b)		1.70			2.03			(0.31	)		(1.12	)
Year Ended December 31, 2018	$	13.84		0.30			(1.25	)		(0.95	)		(0.30	)		(0.72	)
Year Ended December 31, 2017	$	12.89		0.30			1.77			2.07			(0.32	)		(0.80	)
Year Ended December 31, 2016	$	12.34		0.30			0.77			1.07			(0.48	)		(0.04	)
Year Ended December 31, 2015	$	13.05		0.27			(0.63	)		(0.36	)		(0.08	)		(0.27	)

(a) The expense ratios exclude the impact of expenses paid to each underlying fund.

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

See notes to financial statements.

USAA Mutual Funds Trust

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Target Retirement Income Fund
Year Ended December 31, 2019		(0.71	)	$	11.22		11.72	%		0.07	%		2.75	%		0.07	%	$	337,633		16	%
Year Ended December 31, 2018		(0.65	)	$	10.69		(3.01	)%		0.07	%		2.53	%		0.07	%	$	318,796		29	%
Year Ended December 31, 2017		(0.70	)	$	11.69		8.66	%		0.07	%		2.44	%		0.07	%	$	349,866		41	%(c)
Year Ended December 31, 2016		(0.38	)	$	11.41		6.36	%		0.07	%		2.41	%		0.07	%	$	317,856		14	%
Year Ended December 31, 2015		(0.51	)	$	11.09		(1.95	)%		0.06	%		2.36	%		0.06	%	$	330,809		35	%
USAA Target Retirement 2020 Fund
Year Ended December 31, 2019		(1.24	)	$	11.60		13.83	%		0.04	%		2.51	%		0.04	%	$	581,471		28	%
Year Ended December 31, 2018		(0.96	)	$	11.28		(4.85	)%		0.04	%		2.41	%		0.04	%	$	554,154		34	%
Year Ended December 31, 2017		(0.97	)	$	12.86		12.71	%		0.04	%		2.33	%		0.04	%	$	617,583		39	%(c)
Year Ended December 31, 2016		(0.47	)	$	12.28		7.57	%		0.04	%		2.33	%		0.04	%	$	570,796		11	%
Year Ended December 31, 2015		(0.41	)	$	11.85		(2.40	)%		0.04	%		2.31	%		0.04	%	$	583,926		30	%
USAA Target Retirement 2030 Fund
Year Ended December 31, 2019		(1.43	)	$	12.47		17.13	%		0.03	%		2.53	%		0.03	%	$	1,368,343		24	%
Year Ended December 31, 2018		(1.02	)	$	11.87		(6.99	)%		0.03	%		2.25	%		0.03	%	$	1,183,564		36	%
Year Ended December 31, 2017		(1.12	)	$	13.84		16.12	%		0.03	%		2.29	%		0.03	%	$	1,286,393		32	%
Year Ended December 31, 2016		(0.52	)	$	12.89		8.70	%		0.03	%		2.22	%		0.03	%	$	1,098,440		8	%
Year Ended December 31, 2015		(0.35	)	$	12.34		(2.81	)%		0.03	%		2.08	%		0.03	%	$	1,060,971		32	%

See notes to financial statements.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains From Investments
USAA Target Retirement 2040 Fund
Year Ended December 31, 2019	$	11.87		0.32	(b)		1.99			2.31			(0.29	)		(1.31	)
Year Ended December 31, 2018	$	14.25		0.27			(1.46	)		(1.19	)		(0.28	)		(0.91	)
Year Ended December 31, 2017	$	12.82		0.29			2.07			2.36			(0.29	)		(0.64	)
Year Ended December 31, 2016	$	12.23		0.26			0.83			1.09			(0.48	)		(0.02	)
Year Ended December 31, 2015	$	12.89		0.23			(0.58	)		(0.35	)		—	(d)		(0.31	)
USAA Target Retirement 2050 Fund
Year Ended December 31, 2019	$	11.95		0.31	(b)		2.09			2.40			(0.28	)		(1.23	)
Year Ended December 31, 2018	$	14.45		0.26			(1.54	)		(1.28	)		(0.26	)		(0.96	)
Year Ended December 31, 2017	$	12.78		0.27			2.20			2.47			(0.28	)		(0.52	)
Year Ended December 31, 2016	$	12.18		0.23			0.87			1.10			(0.42	)		(0.08	)
Year Ended December 31, 2015	$	12.81		0.20			(0.52	)		(0.32	)		—	(d)		(0.31	)
USAA Target Retirement 2060 Fund
Year Ended December 31, 2019	$	11.05		0.28	(b)		1.94			2.22			(0.27	)		(0.47	)
Year Ended December 31, 2018	$	12.74		0.23			(1.39	)		(1.16	)		(0.23	)		(0.30	)
Year Ended December 31, 2017	$	11.07		0.22			1.93			2.15			(0.22	)		(0.26	)
Year Ended December 31, 2016	$	10.48		0.15			0.77			0.92			(0.30	)		(0.03	)
Year Ended December 31, 2015	$	10.93		0.18	(b)		(0.45	)		(0.27	)		(0.01	)		(0.17	)

(a) The expense ratios exclude the impact of expenses paid to each underlying fund.

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

(d) Amount is less than $0.005.

(e) Overall decrease in purchases and sales of securities.

See notes to financial statements.

USAA Mutual Funds Trust

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Target Retirement 2040 Fund
Year Ended December 31, 2019		(1.60	)	$	12.58		19.57	%		0.02	%		2.41	%		0.02	%	$	1,551,552		29	%
Year Ended December 31, 2018		(1.19	)	$	11.87		(8.53	)%		0.02	%		2.08	%		0.02	%	$	1,310,328		35	%
Year Ended December 31, 2017		(0.93	)	$	14.25		18.46	%		0.03	%		2.15	%		0.03	%	$	1,424,068		32	%
Year Ended December 31, 2016		(0.50	)	$	12.82		8.97	%		0.03	%		1.99	%		0.03	%	$	1,195,926		9	%(e)
Year Ended December 31, 2015		(0.31	)	$	12.23		(2.71	)%		0.03	%		1.78	%		0.03	%	$	1,128,269		35	%
USAA Target Retirement 2050 Fund
Year Ended December 31, 2019		(1.51	)	$	12.84		20.16	%		0.04	%		2.32	%		0.04	%	$	893,030		30	%
Year Ended December 31, 2018		(1.22	)	$	11.95		(9.02	)%		0.04	%		1.96	%		0.04	%	$	741,449		36	%
Year Ended December 31, 2017		(0.80	)	$	14.45		19.39	%		0.04	%		2.00	%		0.04	%	$	804,921		30	%
Year Ended December 31, 2016		(0.50	)	$	12.78		9.02	%		0.05	%		1.87	%		0.05	%	$	659,642		6	%(e)
Year Ended December 31, 2015		(0.31	)	$	12.18		(2.48	)%		0.04	%		1.58	%		0.04	%	$	603,281		39	%
USAA Target Retirement 2060 Fund
Year Ended December 31, 2019		(0.74	)	$	12.53		20.09	%		0.10	%		2.30	%		0.22	%	$	116,493		29	%
Year Ended December 31, 2018		(0.53	)	$	11.05		(9.18	)%		0.10	%		2.00	%		0.23	%	$	87,403		36	%
Year Ended December 31, 2017		(0.48	)	$	12.74		19.51	%		0.10	%		1.95	%		0.29	%	$	77,599		37	%(c)
Year Ended December 31, 2016		(0.33	)	$	11.07		8.80	%		0.10	%		1.85	%		0.41	%	$	53,142		4	%(e)
Year Ended December 31, 2015		(0.18	)	$	10.48		(2.47	)%		0.10	%		1.64	%		0.51	%	$	37,963		35	%

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

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

Funds (Legal Name)				Funds (Short Name)
USAA Target Retirement Income Fund				Target Income
USAA Target Retirement 2020 Fund				Target 2020
USAA Target Retirement 2030 Fund				Target 2030
USAA Target Retirement 2040 Fund				Target 2040
USAA Target Retirement 2050 Fund				Target 2050
USAA Target Retirement 2060 Fund				Target 2060

Each Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds managed by the Funds' Adviser, Victory Capital Management Inc., an affiliate of the Fund.

Each Fund may rely on certain Securities and Exchange Commission ("SEC") exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the investment adviser to the Funds, and USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services ("SAS"), the transfer agent to the Funds, announced that AMCO and SAS would be acquired by Victory Capital Holdings Inc., a global investment management firm headquartered in Cleveland, Ohio (the "Transaction"). The Transaction closed on July 1, 2019. A special shareholder meeting was held on April 18, 2019, at which shareholders of the Funds approved a new investment advisory agreement between the Trust, on behalf of the Funds, and Victory Capital Management Inc. ("VCM" or "Adviser"). Effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Funds and Victory Capital Transfer Agency Company replaced SAS as the Funds' transfer agent. In addition, effective on that same date, shareholders of the Funds also elected the following two new directors to the Board of the Trust to serve upon the closing of the Transaction: (1) David C. Brown, to serve as an Interested Trustee; and (2) John C. Walters, to serve as an Independent Trustee.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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 Fund's own assumptions in determining the fair value of investments)

The Trust's Board of Trustees (the "Board") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

Investments in the underlying affiliated Funds and other open-end investment companies, other than exchange-traded funds (ETFs), are valued at their net asset value ("NAV") at the end of each business day and are categorized in Level 1 of the fair value hierarchy.

The underlying affiliated Funds have specific valuation procedures. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. 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.

	Level 1		Level 2		Level 3		Total
Target Income
Affiliated Exchange-Traded Funds	$	33,245	$	—	$	—	$	33,245
Affiliated Mutual Funds		304,005		—		—		304,005
Collateral for Securities Loaned		384		—		—		384
Total	$	337,634	$	—	$	—	$	337,634
Target 2020
Affiliated Exchange-Traded Funds		60,200		—		—		60,200
Affiliated Mutual Funds		520,477		—		—		520,477
Collateral for Securities Loaned		2,728		—		—		2,728
Total	$	583,405	$	—	$	—	$	583,405

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Level 1		Level 2		Level 3		Total
Target 2030
Affiliated Exchange-Traded Funds	$	261,415	$	—	$	—	$	261,415
Affiliated Mutual Funds		1,100,814		—		—		1,100,814
Collateral for Securities Loaned		4,344		—		—		4,344
Total	$	1,366,573	$	—	$	—	$	1,366,573
Target 2040
Affiliated Exchange-Traded Funds		387,971		—		—		387,971
Affiliated Mutual Funds		1,156,744		—		—		1,156,744
Collateral for Securities Loaned		18		—		—		18
Total	$	1,544,733	$	—	$	—	$	1,544,733
Target 2050
Affiliated Exchange-Traded Funds		241,667		—		—		241,667
Affiliated Mutual Funds		647,942		—		—		647,942
Total	$	889,609	$	—	$	—	$	889,609
Target 2060
Affiliated Exchange-Traded Funds		32,326		—		—		32,326
Affiliated Mutual Funds		82,885		—		—		82,885
Total	$	115,211	$	—	$	—	$	115,211

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

Investment Companies:

Exchange-Traded Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Dividend income and capital gain distributions from the underlying USAA Funds are recorded on the ex-dividend date. 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 discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Securities Lending:

The Funds, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to 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 cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by SEC guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's 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 Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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 Statement 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. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and 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 Fund may not be sold or re-pledged except to satisfy borrower default. Cash collateral is listed in each Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included. The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2019:

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
Target Income	$	374	$	—	$	384
Target 2020		2,683		—		2,728
Target 2030		4,232		—		4,344
Target 2040		18		—		18

Federal Income Taxes:

It is each Fund's policy 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 Fund has a tax year end of December 31.

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

Allocations:

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

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

3. Purchases and Sales:

	Purchases (excluding U.S. Government Securities)		Sales (excluding U.S. Government Securities)
Target Income	$	53,914	$	59,214
Target 2020		159,517		186,584
Target 2030		343,962		311,327
Target 2040		463,224		414,542
Target 2050		292,520		252,553
Target 2060		44,980		29,868

There were no purchases and sales of U.S. government securities during the year ended December 31, 2019.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

Effective with the Transaction on July 1, 2019, investment advisory services are provided to the Funds by the Adviser, a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. The Adviser does not receive any fees from the Funds for these services.

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Funds pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Funds, and for directly managing day-to-day investment of the Funds' assets, subject to the authority of and supervision by the Board. AMCO did not receive any fees from the Funds for these services.

Administration and Servicing Fees:

Effective with the Transaction on July 1, 2019, VCM serves as the Funds' administrator and fund accountant under a Fund Administration, Servicing and Accounting Agreement, VCM does not receive any fees from the Funds for these services.

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Funds. AMCO did not receive any fees from the Funds for these services.

Effective with the Transaction on July 1, 2019, the Funds (as part of the Trust) have entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensates the Adviser for these services. Amounts incurred during the period from July 1, 2019 to December 31, 2019 are reflected on the Statement of Operations as Compliance fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds under the Fund Administration, Servicing, and Accounting Agreement.

In addition to the services provided under its Administration and Servicing Agreement with the Funds, AMCO also provided certain compliance and legal services for the benefit of the Funds prior to the

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Transaction on July 1, 2019. The Board approved the reimbursement of a portion of these expenses incurred by AMCO.

Transfer Agency Fees:

Effective with the Transaction on July 1, 2019, Victory Capital Transfer Agency, Inc. ("VCTA"), (formerly USAA Shareholder Account Services ("SAS")), provides transfer agency services to the Funds. VCTA nor SAS received any fees from the Funds for these services.

Effective with the Transaction on July 1, 2019, FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Funds pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Effective with the Transaction on July 1, 2019, Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of each Fund's shares on a continuing, best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, State Street Bank and Trust Company served as the Funds' accounting agent and custodian.

Effective August 5, 2019, Citibank, N.A., serves as the Funds' custodian.

K&L Gates LLP provides legal services to the Trust.

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Funds until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for each respective Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limits (excluding voluntary waivers) are as follows:

	In effect July 1, 2019 until June 30, 2021
Target Income		0.07	%
Target 2020		0.04	%
Target 2030		0.03	%
Target 2040		0.02	%
Target 2050		0.04	%
Target 2060		0.10	%

Under this expense limitation agreement, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which 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 December 31, 2019, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the year ended December 31, 2019, if any, are reflected on the Statement of Operations as "Expenses waived/reimbursed by Adviser" (amounts in thousands):

	Expires December 31, 2022
Target 2030	$	1
Target 2040	$	1
Target 2060	$	54

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Adviser, may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2019.

Prior to the Transaction on July 1, 2019, AMCO agreed, through April 30, 2020, to limit the total annual operating expenses of Target 2060 to 0.10% of the average daily net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse all expenses in excess of those amounts. Effective with the Transaction on July 1, 2019, this expense limit is no longer in effect. For the period from January 1, 2019 through June 30, 2019, Target 2030, Target 2040 and Target 2060 incurred reimbursements of $1, $1 and $89 thousand, respectively. These amounts are reflected on the Statements of Operations as "Expenses waived/reimbursed by AMCO."

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

5. Risks:

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

Any investment involves risk, and there is no assurance that the each Fund's objective will be achieved. Each Fund is actively managed and the investment techniques and risk analyses used by each Fund's manager(s) may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the Fund for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in the Fund.

The risks of each Fund directly correspond to the risks of the underlying affiliated funds in which each Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Funds are also subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

6. Borrowing and Interfund Lending:

Line of Credit:

Effective with the Transaction on July 1, 2019, the Victory Funds Complex participates in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank, the Victory Funds Complex could borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. Citibank receives an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Funds during the period is presented on the Statements of Operations under line of credit fees.

Target Income	$	1
Target 2020		2
Target 2030		5
Target 2040		6
Target 2050		3
Target 2060		—	*

* Amount is less than $1.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The Funds had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Funds to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is presented on the Statements of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statements of Operations under Income on Interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2019 were as follows (amounts in thousands):

				Borrower or Lender				Amount Outstanding at December 31, 2019				Average Borrowing*				Days Borrowing Outstanding				Average Interest Rate*				Maximum Borrowing During the Period
Target Income				Borrower				$	—			$	2,251				1				2.11	%		$	2,251

* For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Distributions of net investment income, if any, are made quarterly by Target Income and annually by each of the other Funds. Distributable net realized gains, if any, are declared and paid at least annually by each Fund.

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

				Total Distributable Earnings/(Loss)				Capital
Target 2020				$	(1,830	)		$	1,830

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

	Year Ended December 31, 2019
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
Target Income	$	9,126	$	11,680	$	20,806	$	20,806
Target 2020		14,828		42,350		57,178		57,178
Target 2030		33,422		109,581		143,003		143,003
Target 2040		36,373		142,370		178,743		178,743
Target 2050		20,107		75,541		95,648		95,648
Target 2060		2,480		4,062		6,542		6,542
	Year Ended December 31, 2018
	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
Target Income	$	9,497	$	9,563	$	19,060	$	19,060
Target 2020		14,608		29,915		44,523		44,523
Target 2030		29,981		65,075		95,056		95,056
Target 2040		30,920		90,380		121,300		121,300
Target 2050		16,518		53,409		69,927		69,927
Target 2060		1,800		2,212		4,012		4,012

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Deficit)
Target Income	$	—	$	4,446	$	4,446	$	15,491	$	19,937
Target 2020		551		9,585		10,136		37,190		47,326
Target 2030		363		33,291		33,654		103,413		137,067
Target 2040		709		55,309		56,018		128,367		184,385
Target 2050		620		37,219		37,839		74,084		111,923
Target 2060		233		3,548		3,781		6,211		9,992

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

During the tax year ended December 31, 2019, the Funds had no capital loss carryforwards, for federal income tax purposes.

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Target Income	$	322,143	$	17,774	$	(2,283	)	$	15,491
Target 2020		546,215		40,914		(3,724	)		37,190
Target 2030		1,263,160		113,475		(10,062	)		103,413
Target 2040		1,416,366		140,879		(12,512	)		128,367
Target 2050		815,525		81,582		(7,498	)		74,084
Target 2060		109,000		7,072		(861	)		6,211

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. The Funds do not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated in each Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at usaa.com. Transactions in affiliated securities during the year ended December 31, 2019 were as follows (amount in thousands):

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target Income
USAA Government Securities Fund, Institutional Shares	$	101,822	$	2,591	$	(9,193	)	$	(40	)	$	—	$	3,182		$	98,362	$	2,585
USAA Capital Growth Fund, Institutional Shares		—		3,012		(2,170	)		106			89		3			951		14
USAA Target Managed Allocation Fund		15,213		829		(825	)		(85	)		56		2,623			17,755		772
USAA Precious Metals and Minerals Fund, Institutional Shares		—		822		—			—			—		248			1,070		—
USAA High Income Fund, Institutional Shares		7,687		499		(2,169	)		(39	)		—		540			6,518		460
USAA Short-Term Bond Fund, Institutional Shares		48,922		1,422		(3,862	)		32			—		940			47,454		1,417
USAA Income Fund, Institutional Shares		64,474		2,635		(7,687	)		69			153		4,490			63,981		2,304
USAA Emerging Markets Fund, Institutional Shares		1,583		—		(1,842	)		21			—		238			—		—
USAA International Fund, Institutional Shares		13,133		137		(14,750	)		3,763			132		(2,283	)		—		4
USAA Small Cap Stock Fund, Institutional Shares		1,358		1,035		—			—			227		203			2,596		6
USAA Income Stock Fund, Institutional Shares		3,426		469		(2,106	)		10			317		302			2,101		65
USAA Growth Fund, Institutional Shares		5,859		847		(3,174	)		1,671			795		(1,131	)		4,072		52
USAA Global Managed Volatility Fund, Institutional Shares		31,000		1,341		(4,262	)		(102	)		607		5,216			33,193		734
USAA 500 Index Fund, Reward Shares		2,884		32		(3,479	)		2,338			—		(1,775	)		—		32

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Victory Trivalent International Core Equity Fund, Class R6	$	—	$	3,722	$	—		$	—	$	—	$	340		$	4,062	$	31
Victory Integrity Mid-Cap Value Fund, Class R6		—		2,951		—			—		—		234			3,185		23
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		3,645		—		—			—		—		275			3,920		109
VictoryShares USAA MSCI International Value Momentum ETF		5,555		—		—			—		—		622			6,177		215
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		830		1,088		—			—		—		171			2,089		22
VictoryShares USAA MSCI USA Value Momentum ETF		6,755		—		—			—		—		1,328			8,083		152
VictoryShares Dividend Accelerator ETF		—		3,069		—			—		—		155			3,224		19
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		2,459		—			—		—		118			2,577		27
VictoryShares International Volatility WTD ETF		—		1,823		—			—		—		79			1,902		18
VictoryShares Emerging Market Volatility Wtd ETF		—		1,508		—			—		—		10			1,518		13
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		405		—			—		—		27			432		7
VictoryShares International High Div Volatility WTD ETF		—		1,825		—			—		—		81			1,906		29
Victory Market Neutral Income Fund, Class I		—		13,570		—			—		—		186			13,756		197
Victory RS International Fund, Class R6		—		4,647		—			—		3		302			4,949		8
VictoryShares U.S. 500 Volatility Wtd ETF		—		1,397		—			—		—		20			1,417		3
USAA Value Fund, Institutional Shares		3,494		—		(3,915	)		1,913		—		(1,492	)		—		—
Total	$	317,640	$	54,135	$	(59,434	)	$	9,657	$	2,379	$	15,252		$	337,250	$	9,318

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target 2020
USAA Government Securities Fund, Institutional Shares	$	141,464	$	19,909	$	(2,874	)	$	(23	)	$	—	$	4,326		$	162,802	$	3,709
USAA Capital Growth Fund, Institutional Shares		—		8,001		(8,254	)		253			—		—			—		—
USAA Target Managed Allocation Fund		40,424		1,609		(16,788	)		866			115		6,113			32,224		1,494
USAA Precious Metals and Minerals Fund, Institutional Shares		—		1,444		—			—			—		435			1,879		—
USAA High Income Fund, Institutional Shares		13,660		844		(948	)		26			—		919			14,501		845
USAA Short-Term Bond Fund, Institutional Shares		49,557		28,192		(1,200	)		6			—		993			77,548		1,509
USAA Intermediate-Term Bond Fund, Institutional Shares		105		6		(117	)		22			1		(16	)		—		5
USAA Income Fund, Institutional Shares		87,108		17,620		(3,544	)		(46	)		243		6,093			107,231		3,275
USAA Emerging Markets Fund, Institutional Shares		2,783		—		(3,224	)		562			—		(121	)		—		—
USAA International Fund, Institutional Shares		33,993		—		(37,344	)		11,714			—		(8,363	)		—		—
USAA Small Cap Stock Fund, Institutional Shares		4,519		866		(1,588	)		323			399		431			4,551		10
USAA Income Stock Fund, Institutional Shares		10,692		2,952		(8,212	)		152			996		1,011			6,595		218
USAA Growth Fund, Institutional Shares		19,721		2,149		(14,917	)		7,803			2,020		(5,338	)		9,418		128
USAA Global Managed Volatility Fund, Institutional Shares		82,967		2,943		(36,840	)		2,842			1,404		10,920			62,832		1,539
USAA 500 Index Fund, Reward Shares		9,701		97		(11,629	)		4,854			—		(3,023	)		—		98
Victory Trivalent International Core Equity Fund, Class R6		—		5,209		—			—			—		471			5,680		43
Victory Integrity Mid-Cap Value Fund, Class R6		—		12,025		(4,006	)		176			—		756			8,951		64

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	1,531	$	—	$	—		$	—		$	—	$	123		$	1,654	$	50
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		6,108		—		(647	)		(149	)		—		591			5,903		180
VictoryShares USAA MSCI International Value Momentum ETF		13,873		—		(6,504	)		(999	)		—		2,514			8,884		516
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		2,424		—		—			—			—		469			2,893		51
VictoryShares USAA MSCI USA Value Momentum ETF		18,492		—		(9,013	)		1			—		3,482			12,962		395
VictoryShares Dividend Accelerator ETF		—		8,527		—			—			—		517			9,044		64
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		8,232		—			—			—		393			8,625		90
VictoryShares International Volatility WTD ETF		—		4,655		(1,652	)		73			—		133			3,209		40
VictoryShares Emerging Market Volatility Wtd ETF		—		2,692		—			—			—		18			2,710		23
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		1,297		—			—			—		85			1,382		23
VictoryShares International High Div Volatility WTD ETF		—		4,659		(1,953	)		70			—		124			2,900		62
Victory Market Neutral Income Fund, Class I		—		18,556		—			—			—		254			18,810		270
Victory RS International Fund, Class R6		—		7,002		—			—			4		453			7,455		12
VictoryShares US 500 Volatility Wtd ETF		—		33		—			—			—		1			34		—
USAA Value Fund, Institutional Shares		13,680		—		(15,331	)		7,007			—		(5,356	)		—		—
Total	$	552,802	$	159,519	$	(186,585	)	$	35,533		$	5,182	$	19,408		$	580,677	$	14,713

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target 2030
USAA Government Securities Fund, Institutional Shares	$	210,402	$	6,793	$	(7,246	)	$	(22	)	$	—	$	6,458		$	216,385	$	5,480
USAA Capital Growth Fund, Institutional Shares		—		26,748		(11,040	)		372			1,508		27			16,107		238
USAA Target Managed Allocation Fund		120,867		6,914		—			—			471		20,454			148,235		6,444
USAA Precious Metals and Minerals Fund, Institutional Shares		63		3,192		—			—			—		990			4,245		—
USAA High Income Fund, Institutional Shares		25,179		1,618		—			—			—		1,748			28,545		1,618
USAA Short-Term Bond Fund, Institutional Shares		52,084		5,691		(4,610	)		(17	)		—		1,057			54,205		1,510
USAA Intermediate-Term Bond Fund, Institutional Shares		226		12		(250	)		51			2		(39	)		—		10
USAA Income Fund, Institutional Shares		111,377		12,623		(1,999	)		66			301		7,832			129,899		4,230
USAA Emerging Markets Fund, Institutional Shares		7,208		—		(8,338	)		1,430			—		(300	)		—		—
USAA International Fund, Institutional Shares		95,967		309		(107,550	)		31,424			302		(20,150	)		—		8
USAA Small Cap Stock Fund, Institutional Shares		13,931		2,542		(1,975	)		35			1,478		2,351			16,884		38
USAA Income Stock Fund, Institutional Shares		29,595		13,134		(22,365	)		259			3,559		2,949			23,572		720
USAA Growth Fund, Institutional Shares		62,384		9,302		(32,850	)		13,036			8,735		(7,144	)		44,728		567
USAA Global Managed Volatility Fund, Institutional Shares		247,844		11,086		(25,700	)		(566	)		5,015		42,011			274,675		6,073
USAA 500 Index Fund, Reward Shares		30,263		339		(36,604	)		16,891			—		(10,889	)		—		339
Victory Trivalent International Core Equity Fund, Class R6		—		27,628		—			—			—		2,524			30,152		227

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Victory Integrity Mid-Cap Value Fund, Class R6	$	—	$	42,400	$	—		$	—	$	—	$	3,279		$	45,679	$	329
VictoryShares USAA Core Intermediate-Term Bond ETF		4,743		541		—			—		—		378			5,662		156
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		18,030		—		—			—		—		1,361			19,391		541
VictoryShares USAA MSCI International Value Momentum ETF		40,553		—		—			—		—		4,546			45,099		1,573
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		8,947		1,739		—			—		—		1,737			12,423		196
VictoryShares USAA MSCI USA Value Momentum ETF		56,304		—		—			—		—		11,072			67,376		1,266
VictoryShares Dividend Accelerator ETF		—		31,284		—			—		—		1,701			32,985		210
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		28,235		—			—		—		1,346			29,581		310
VictoryShares International Volatility WTD ETF		—		14,323		—			—		—		618			14,941		140
VictoryShares Emerging Market Volatility Wtd ETF		—		8,749		—			—		—		60			8,809		76
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		4,377		—			—		—		288			4,665		78
VictoryShares International High Div Volatility WTD ETF		—		13,271		—			—		—		592			13,863		212
Victory Market Neutral Income Fund, Class I		—		25,676		—			—		—		352			26,028		373
Victory RS International Fund, Class R6		—		38,941		—			—		23		2,534			41,475		70
VictoryShares U.S. 500 Volatility Wtd ETF		—		6,493		—			—		—		127			6,620		18
USAA Value Fund, Institutional Shares		44,990		—		(50,798	)		20,457		—		(14,649	)		—		—
Total	$	1,180,957	$	343,960	$	(311,325	)	$	83,416	$	21,394	$	65,221		$	1,362,229	$	33,050

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target 2040
USAA Government Securities Fund, Institutional Shares	$	138,037	$	3,587	$	(6,002	)	$	63		$	—	$	4,187		$	139,872	$	3,580
USAA Capital Growth Fund, Institutional Shares		—		35,298		(20,372	)		879			1,488		92			15,897		235
USAA Target Managed Allocation Fund		162,773		9,310		—			—			634		27,547			199,630		8,677
USAA Precious Metals and Minerals Fund, Institutional Shares		58		3,564		—			—			—		1,100			4,722		—
USAA High Income Fund, Institutional Shares		20,923		1,320		(1,471	)		(22	)		—		1,452			22,202		1,321
USAA Short-Term Bond Fund, Institutional Shares		23,324		659		(3,500	)		60			—		405			20,948		657
USAA Intermediate-Term Bond Fund, Institutional Shares		163		8		(180	)		9			1		—			—		7
USAA Income Fund, Institutional Shares		70,928		2,787		(3,781	)		79			179		4,918			74,931		2,608
USAA Emerging Markets Fund, Institutional Shares		10,611		—		(12,445	)		4,740			—		(2,906	)		—		—
USAA International Fund, Institutional Shares		129,866		1,757		(147,024	)		42,679			1,710		(27,278	)		—		48
USAA Small Cap Stock Fund, Institutional Shares		19,202		5,636		(2,541	)		87			2,233		3,112			25,496		57
USAA Income Stock Fund, Institutional Shares		41,658		17,135		(29,756	)		239			4,735		4,101			33,377		966
USAA Growth Fund, Institutional Shares		83,583		12,852		(42,246	)		14,612			12,070		(7,000	)		61,801		783
USAA Global Managed Volatility Fund, Institutional Shares		334,080		15,137		(30,267	)		(670	)		6,846		56,708			374,988		8,291
USAA 500 Index Fund, Reward Shares		40,594		456		(49,015	)		26,352			—		(18,387	)		—		456
Victory Trivalent International Core Equity Fund, Class R6		—		39,976		—			—			—		3,678			43,654		328

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Victory Integrity Mid-Cap Value Fund, Class R6	$	—	$	57,658	$	—		$	—	$	—	$	4,410		$	62,068	$	447
VictoryShares USAA Core Intermediate-Term Bond ETF		3,668		—		—			—		—		295			3,963		119
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		24,123		—		—			—		—		1,821			25,944		723
VictoryShares USAA MSCI International Value Momentum ETF		54,432		—		—			—		—		6,102			60,534		2,112
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		11,524		6,377		—			—		—		2,297			20,198		269
VictoryShares USAA MSCI USA Value Momentum ETF		78,526		3,075		—			—		—		15,491			97,092		1,773
VictoryShares Dividend Accelerator ETF		—		42,208		—			—		—		2,302			44,510		280
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		37,266		—			—		—		1,776			39,042		409
VictoryShares International Volatility WTD ETF		—		20,025		—			—		—		864			20,889		196
VictoryShares Emerging Market Volatility Wtd ETF		—		14,733		—			—		—		105			14,838		112
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		5,828		—			—		—		384			6,212		104
VictoryShares International High Div Volatility WTD ETF		—		20,037		—			—		—		894			20,931		320
Victory Market Neutral Income Fund, Class I		—		15,998		—			—		—		219			16,217		233
Victory RS International Fund, Class R6		—		57,195		—			—		34		3,746			60,941		102
VictoryShares U.S. 500 Volatility Wtd ETF		—		33,340		—			—		—		478			33,818		80
USAA Value Fund, Institutional Shares		58,243		—		(65,941	)		26,636		—		(18,938	)		—		—
Total	$	1,306,316	$	463,222	$	(414,541	)	$	115,743	$	29,930	$	73,975		$	1,544,715	$	35,293

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target 2050
USAA Government Securities Fund, Institutional Shares	$	64,040	$	3,274	$	(3,647	)	$	30		$	—	$	1,971		$	65,668	$	1,682
USAA Capital Growth Fund, Institutional Shares		—		21,277		(12,927	)		630			846		56			9,036		134
USAA Target Managed Allocation Fund		98,413		5,629		—			—			383		16,654			120,696		5,247
USAA Precious Metals and Minerals Fund, Institutional Shares		—		2,039		—			—			—		614			2,653		—
USAA High Income Fund, Institutional Shares		1,913		103		(1,000	)		22			—		107			1,145		102
USAA Short-Term Bond Fund, Institutional Shares		8,454		225		(2,500	)		43			—		126			6,348		224
USAA Intermediate-Term Bond Fund, Institutional Shares		124		7		(138	)		7			1		—			—		5
USAA Income Fund, Institutional Shares		30,496		1,219		(1,001	)		41			79		2,138			32,893		1,141
USAA Emerging Markets Fund, Institutional Shares		7,030		—		(8,256	)		2,768			—		(1,542	)		—		—
USAA International Fund, Institutional Shares		77,851		3,557		(90,399	)		23,769			1,831		(14,778	)		—		51
USAA Small Cap Stock Fund, Institutional Shares		12,011		3,584		(2,526	)		206			1,315		1,743			15,018		34
USAA Income Stock Fund, Institutional Shares		23,307		12,038		(17,822	)		151			2,836		2,402			20,076		579
USAA Growth Fund, Institutional Shares		50,089		7,841		(24,734	)		6,813			7,363		(2,305	)		37,704		478
USAA Global Managed Volatility Fund, Institutional Shares		202,168		10,808		(17,438	)		(351	)		4,194		34,530			229,717		5,079
USAA 500 Index Fund, Reward Shares		24,242		287		(29,481	)		15,605			—		(10,653	)		—		286
Victory Trivalent International Core Equity Fund, Class R6		—		23,406		—			—			—		2,117			25,523		192
Victory Integrity Mid-Cap Value Fund, Class R6		—		36,125		—			—			—		2,745			38,870		280

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	934	$	—	$	—		$	—	$	—	$	75		$	1,009	$	30
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		14,914		1,586		—			—		—		1,168			17,668		456
VictoryShares USAA MSCI International Value Momentum ETF		33,112		—		—			—		—		3,712			36,824		1,284
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		7,742		4,039		—			—		—		1,550			13,331		180
VictoryShares USAA MSCI USA Value Momentum ETF		44,630		6,178		—			—		—		9,048			59,856		1,061
VictoryShares Dividend Accelerator ETF		—		25,793		—			—		—		1,367			27,160		166
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		22,240		—			—		—		1,060			23,300		244
VictoryShares International Volatility WTD ETF		—		13,312		—			—		—		445			13,757		101
VictoryShares Emerging Market Volatility Wtd ETF		—		9,045		—			—		—		81			9,126		53
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		3,832		—			—		—		183			4,015		50
VictoryShares International High Div Volatility WTD ETF		—		11,151		—			—		—		497			11,648		178
Victory Market Neutral Income Fund, Class I		—		7,218		—			—		—		99			7,317		105
Victory RS International Fund, Class R6		—		33,142		—			—		20		2,136			35,278		59
VictoryShares U.S. 500 Volatility Wtd ETF		—		23,566		—			—		—		407			23,973		59
USAA Value Fund, Institutional Shares		36,056		—		(40,685	)		14,778		—		(10,149	)		—		—
Total	$	737,526	$	292,521	$	(252,554	)	$	64,512	$	18,868	$	47,604		$	889,609	$	19,540

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2019		Dividend Income
Target 2060
USAA Government Securities Fund, Institutional Shares	$	7,207	$	1,265	$	—		$	—		$	—	$	244		$	8,716	$	212
USAA Capital Growth Fund, Institutional Shares		—		2,615		(1,287	)		52			130		7			1,387		20
USAA Target Managed Allocation Fund		11,551		2,042		—			—			50		2,048			15,641		680
USAA Precious Metals and Minerals Fund, Institutional Shares		—		254		—			—			—		76			330		—
USAA High Income Fund, Institutional Shares		138		54		(200	)		6			—		4			2		8
USAA Intermediate-Term Bond Fund, Institutional Shares		8		—		(8	)		—			—		—			—		—
USAA Income Fund, Institutional Shares		3,651		245		—			—			10		265			4,161		142
USAA Emerging Markets Fund, Institutional Shares		874		—		(1,030	)		138			—		18			—		—
USAA International Fund, Institutional Shares		8,568		918		(10,489	)		669			232		334			—		7
USAA Small Cap Stock Fund, Institutional Shares		1,480		637		(303	)		(38	)		180		279			2,055		5
USAA Short-Term Bond Fund, Institutional Shares		916		179		(1,114	)		20			—		—			1		20
USAA Income Stock Fund, Institutional Shares		2,518		1,782		(2,241	)		35			356		268			2,362		72
USAA Growth Fund, Institutional Shares		5,800		963		(2,652	)		421			904		98			4,630		59
USAA Global Managed Volatility Fund, Institutional Shares		23,746		3,860		(1,657	)		(30	)		551		4,246			30,165		666
USAA 500 Index Fund, Reward Shares		2,877		442		(3,997	)		1,030			—		(352	)		—		41
Victory Trivalent International Core Equity Fund, Class R6		—		2,906		—			—			—		265			3,171		24
Victory Integrity Mid-Cap Value Fund, Class R6		—		5,051		—			—			—		381			5,432		39

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

	Fair Value 12/31/2018		Purchases at Cost		Proceeds from Sales			Realized Gain (Loss)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 12/31/2019		Dividend Income
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF	$	1,854	$	407	$	—		$	—	$	—	$	148	$	2,409	$	58
VictoryShares USAA MSCI International Value Momentum ETF		4,621		191		—			1		—		524		5,337		183
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		931		570		—			—		—		195		1,696		23
VictoryShares USAA MSCI USA Value Momentum ETF		5,176		1,478		—			—		—		1,110		7,764		134
VictoryShares Dividend Accelerator ETF		—		3,302		—			—		—		175		3,477		21
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		—		3,129		—			—		—		147		3,276		33
VictoryShares International Volatility WTD ETF		—		1,805		—			—		—		50		1,855		13
VictoryShares Emerging Market Volatility Wtd ETF		—		1,289		—			—		—		20		1,309		7
VictoryShares U.S. Small Cap High Div Volatility Wtd ETF		—		551		—			—		—		36		587		10
VictoryShares International High Div Volatility WTD ETF		—		1,471		—			—		—		53		1,524		19
Victory Market Neutral Income Fund, Class I		—		83		—			—		—		1		84		1
Victory RS International Fund, Class R6		—		4,458		—			—		3		290		4,748		8
VictoryShares U.S. 500 Volatility Wtd ETF		—		3,032		—			—		—		60		3,092		8
USAA Value Fund, Institutional Shares		4,315		—		(4,889	)		73		—		501		—		—
Total	$	86,231	$	44,979	$	(29,867	)	$	2,377	$	2,416	$	11,491	$	115,211	$	2,513

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, 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 the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2019 through December 31, 2019.

	Beginning Account Value 7/1/19		Actual Ending Account Value 12/31/19		Hypothetical Ending Account Value 12/31/19		Actual Expenses Paid During Period 7/1/19- 12/31/19*		Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*		Annualized Expense Ratio During Period 7/1/19- 12/31/19
Target Income	$	1,000.00	$	1,034.10	$	1,024.90	$	0.31	$	0.31		0.06	%
Target 2020		1,000.00		1,037.10		1,025.00		0.21		0.20		0.04	%
Target 2030		1,000.00		1,050.10		1,025.10		0.10		0.10		0.02	%
Target 2040		1,000.00		1,058.30		1,025.10		0.10		0.10		0.02	%
Target 2050		1,000.00		1,060.50		1,025.05		0.16		0.15		0.03	%
Target 2060		1,000.00		1,060.80		1,024.70		0.52		0.51		0.10	%

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

None

Barbara B. Ostdiek, Ph.D.,
Born March 1964

Trustee

2008

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (since 2013); Director, IMCO (September 2009-April 2014); President, AMCO (August, 2011-April 2013); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (since 2011) Director of USAA Investment Management Company (IMCO) (since 2009); Chairman of Board of IMCO (since 2013); Director of USAA Asset Management Company (AMCO), (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (since 2013); President and Director of USAA Investment Corporation (ICORP) (since 2010); Chairman of Board of ICORP (since 2013);
Director of USAA Financial Advisors, Inc. (FAI) (since 2013); Chairman of Board of FAI (since 2015). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

Name and Date of Birth

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Additional Federal Income Tax Information

	Dividend Received Deduction (corporate shareholders)⁽¹⁾			Qualified Dividend Income (non-corporate shareholders)⁽¹⁾			Short-Term Capital Gain Distributions⁽²⁾		Long-Term Capital Gain Distributions⁽²⁾		Foreign Taxes Paid⁽³⁾		Foreign Source Income
Target Income		7	%		12	%	$	—	$	11,680	$	47	$	419
Target 2020		10	%		14	%		310		44,180		70		859
Target 2030		17	%		24	%		541		109,581		59		2,780
Target 2040		20	%		29	%		1,250		142,370		437		3,846
Target 2050		22	%		31	%		758		75,541		294		2,308
Target 2060		21	%		39	%		48		4,062		151		298

(1) Presented as a percentage of net investment income.

(2) Pursuant to Section 852 of the Internal Revenue Code.

(3) The Fund has elected under Section 853 of the Internal Revenue Code to pass through the credit for taxes paid in foreign countries.

Privacy Policy

Protecting the Privacy of Information

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.*

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:				Call
usaa.com				(800) 235-8396

88214-0220

DECEMBER 31, 2019

Annual Report

USAA Ultra Short-Term Bond Fund

USAA Mutual Funds Trust

TABLE OF CONTENTS

Manager's Commentary on the Fund (Unaudited)					4
Investment Overview (Unaudited)					6
Investment Objective & Portfolio Holdings (Unaudited)					7
Report of Independent Registered Public Accounting Firm					9
Financial Statements
Schedule of Portfolio Investments					10
Statement of Assets and Liabilities					20
Statement of Operations					21
Statements of Changes in Net Assets					22
Financial Highlights					24
Notes to Financial Statements					26
Supplemental Information (Unaudited)					36
Expense Example					36
Proxy Voting and Portfolio Holdings Information					36
Trustees' and Officers' Information					37
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

For more specific information, please consult your tax adviser.

(Unaudited)

Dear Shareholder,

My colleagues and I sincerely appreciate the confidence you have placed in the USAA Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
USAA Funds

USAA Mutual Funds Trust (Unaudited)

USAA Ultra Short-Term Bond Fund

Manager's Commentary

USAA Investments, A Victory Capital Investment Franchise
Douglas Rollwitz
Brian Smith
Jim Jackson
Neal Graves

• What were the market conditions during the reporting period?

Bond yields ended the reporting period of December 31, 2019 lower than they began, as the U.S. Federal Reserve (the "Fed") loosened monetary policy. Fed policymakers lowered the federal funds ("fed funds") rate three times during 2019—by 0.25% on each occasion—to a range between 1.50% and 1.75% at the end of the reporting period. Rates were left unchanged at the last meeting of the year in December with the Fed expecting the economy to continue improving. Regarding the Fed's balance sheet, a normalization program that took place between October 2017 and August 2019 gradually decreased it to $3.8 trillion from $4.4 trillion, before rising again starting in September 2019. In September, there was a serious funding shortfall in the repo market, and the Fed responded with a series of liquidity injections aimed at preventing further capital droughts and stabilizing short term rates. The Fed balance sheet ended the year at just under $4.2 trillion.

The other noteworthy event in the market was the yield curve inversion. In August 2019, the yield on a 10-year U.S. Treasury note fell below the yield on a two-year note for the first time since 2007 in what is commonly known as a yield curve inversion. While interest rates set by the Fed have a significant influence on short-term U.S. Treasury yields, market forces such as investor sentiment and demand for various tenors of bonds determine the actual shape of the yield curve. Yield curve inversions are not a common occurrence and have preceded the past seven recessions, with the average lead time being 14 months. Global economic activity picked up markedly late in 2019, and the year ended with a normally sloped yield curve. As a reference, the one-year U.S. Treasury yield started the reporting period at 2.60% and closed it at 1.57%.

The investment-grade new issue market priced $1.128 trillion of primary corporate supply in 2019, down only modestly at 1.8% year-over-year, but the lowest gross issuance since 2014. Demand for bonds was strong and credit spreads tightened significantly throughout 2019. The investment-grade index spread started the reporting period at approximately +200 basis points and ended at +128 basis points. Higher quality A-rated paper tightened in as well, starting the period at +122 basis points and ending at +72 basis points. An influx of demand from foreign buyers was a contributing factor to spread tightening, as many of these investors were fleeing negative yields in their local markets.

• How did the USAA Ultra Short-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and R6 Shares. For the reporting period ended December 31, 2019, the Fund Shares, Institutional Shares, and R6 shares had total returns of 4.37%, 4.43%, and 4.70%, respectively. This compares

USAA Mutual Funds Trust (Unaudited)

USAA Ultra Short-Term Bond Fund (continued)

Manager's Commentary (continued)

to total returns of 2.25% for the Citigroup 3-Month U.S. Treasury Bill Index and 3.05% for the Lipper Ultra Short Obligations Funds Index.

• What were your strategies for the Fund during the reporting period?

Maintaining our investment approach, we selectively sought relative value opportunities among various sectors near the front end of the yield curve. As always, we worked closely with our in-house team of credit analysts, who use independent credit research to identify and evaluate potential investments. Our credit analysts also continuously monitored every bond in the portfolio. As the Fund entered the reporting period with a longer duration than the Citigroup 3-Month U.S. Treasury Bill Index and the Lipper Ultra Short Obligations Funds Index, declining short-term interest rates were a meaningful positive contributor to performance. Tightening credit spreads also added to performance. Throughout all types of interest rate and credit spread environments, we intend to seek out what we believe are selective opportunities along the front end of curve.

At the end of the reporting period, the Fund had a weighted average maturity ("WAM") of close to one year at 1.01. The portfolio's duration, which is a measure of its sensitivity to changes in interest rates, was one year.

Thank you for the opportunity to help you with your investment needs.

USAA Mutual Funds Trust (Unaudited)

USAA Ultra Short-Term Bond Fund

Investment Overview

Average Annual Total Return

Year Ended December 31, 2019

Fund Shares

Institutional Shares

R6 Shares

INCEPTION DATE

10/18/10

7/12/13

3/1/17

Net Asset Value

Citigroup
3-Month U.S.
Treasury
Bill Index⁽¹⁾

Lipper
Ultra Short
Obligations
Funds Index⁽²⁾

One Year

4.37

4.43

4.70

2.25

3.05

Five Year

1.80

N/A

1.05

1.59

Since Inception

1.72

1.69

2.69

0.58

1.17

+The since inception performance of the Citigroup 3-Month U.S. Treasury Bill Index and Lipper Ultra Short Obligations Funds Index are calculated from October 18, 2010 through December 31, 2019.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.

USAA Ultra Short-Term Bond Fund — Growth of $10,000

¹The unmanaged Citigroup 3-Month U.S. Treasury Bill Index represents the total return received by investors of 3-month U.S. Treasury securities. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

²The unmanaged Lipper Ultra Short Obligations Funds Index tracks the total return performance of the 30 largest funds within the Lipper Ultra Short Obligations Funds category. There are no expenses associated with the index, while there are expenses associated with the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund. Past performance is no guarantee of future results.

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

*The performance of the Lipper Ultra Short Obligations Funds Index and Citigroup 3-Month U.S. Treasury Bill Index are calculated from the end of the month, October 31, 2010, while the USAA Ultra Short-Term Bond Fund Shares commenced operations on October 18, 2010. There may be a slight variation of performance numbers because of this difference.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

December 31, 2019

(Unaudited)

Investment Objective & Portfolio Holdings:

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

Asset Allocation*

12/31/19

(% of Net Assets)

Corporate Bonds	40.1	%
Yankee Dollars	26.5	%
Asset Backed Securities	14.6	%
Collateralized Mortgage Obligations	11.4	%
Municipal Bonds	2.8	%
Senior Secured Loans	1.2	%
U.S. Treasury Obligations	0.9	%
Preferred Stocks	0.3	%

*Does not include futures, 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 portfolio holdings.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund (continued)

December 31, 2019

(Unaudited)

Portfolio Ratings Mix*

12/31/19
(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization (NRSRO), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management, Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Ultra Short-Term Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Ultra Short-Term Bond Fund (the "Fund") (one of the funds constituting the USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and agent banks. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
February 28, 2020

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset Backed Securities (14.6%)
ARI Fleet Lease Trust, Series 2017-A, Class A2, 1.91%, 4/15/26, Callable 12/15/20 @ 100 (a)	$	161	$	161
ARI Fleet Lease Trust, Series 2017-A, Class A3, 2.28%, 4/15/26, Callable 12/15/20 @ 100 (a)		1,000		1,001
Avis Budget Rental Car Funding AESOP LLC, Series 2014-2A, Class A, 2.50%, 2/20/21, Callable 2/20/20 @ 100 (a)		225		225
Avis Budget Rental Car Funding AESOP LLC, Series 2016-1A, Class C, 4.94%, 6/20/22 (a)		2,000		2,046
Bank of The West Auto Trust, Series 2019-1, Class A3, 2.43%, 4/15/24, Callable 7/15/23 @ 100 (a)		1,000		1,006
Bank of The West Auto Trust, Series 2019-1, Class A2, 2.40%, 10/17/22, Callable 7/15/23 @ 100 (a)		975		977
BCC Funding LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24, Callable 11/20/23 @ 100 (a)		1,000		1,000
BCC Funding LLC, Series 2016-1, Class D, 4.78%, 8/20/22, Callable 6/20/20 @ 100 (a)		1,950		1,967
Canadian Pacer Auto Receivables Trust, Series 2017-1A, Class A3, 2.05%, 3/19/21, Callable 8/19/20 @ 100 (a)		507		507
Canadian Pacer Auto Receivables Trust, Series 2018-1A, Class C, 3.82%, 4/19/24, Callable 4/19/21 @ 100 (a)		1,500		1,522
Credit Acceptance Auto Loan Trust, Series 2017-3A, Class A, 2.65%, 6/15/26 (a)		800		802
Credit Acceptance Auto Loan Trust, Series 2018-1A, Class B, 3.60%, 4/15/27, Callable 6/15/21 @ 100 (a)		1,000		1,017
Drive Auto Receivables Trust, Series 2018-1, Class D, 3.81%, 5/15/24, Callable 8/15/21 @ 100		1,190		1,206
Drive Auto Receivables Trust, Series 2018-2, Class D, 4.14%, 8/15/24, Callable 12/15/21 @ 100		2,000		2,046
Enterprise Fleet Financing LLC, Series 2016-2, Class A3, 2.04%, 2/22/22 (a)		1,306		1,305
Exeter Automobile Receivables Trust, Series 2018-3A, Class B, 3.46%, 10/17/22, Callable 3/15/22 @ 100 (a)		1,476		1,482
Exeter Automobile Receivables Trust, Series 2018-3A, Class A, 2.90%, 1/18/22, Callable 3/15/22 @ 100 (a)		40		40
Exeter Automobile Receivables Trust, Series 2019-4A, Class A, 2.18%, 1/17/23, Callable 10/15/24 @ 100 (a)		862		862
First Investors Auto Owner Trust, Series 2016-2A, Class D, 3.35%, 11/15/22, Callable 4/15/21 @ 100 (a)		2,250		2,270
Flagship Credit Auto Trust, Series 2016-1, Class C, 6.22%, 6/15/22, Callable 12/15/20 @ 100 (a)		2,410		2,472
GreatAmerica Leasing Receivables Funding LLC, Series 2017-1, Class A4, 2.36%, 1/20/23, Callable 12/20/20 @ 100 (a)		962		963
Hertz Vehicle Financing LP, Series 2019-1A, Class B, 4.10%, 3/25/23 (a)		500		513
Hertz Vehicle Financing LP, Series 2015-1A, Class B, 3.52%, 3/25/21 (a)		1,000		1,002
HPEFS Equipment Trust, Series 2019-1A, Class B, 2.32%, 9/20/29, Callable 7/20/22 @ 100 (a)		500		500
Hyundai Auto Receivables Trust, Series 2018-A, Class B, 3.14%, 6/17/24, Callable 5/15/22 @ 100		1,000		1,021
Master Credit Card Trust, Series 2017-1A, Class A, 2.26%, 7/21/21 (a)		2,000		1,995
Master Credit Card Trust, Series 2019-2A, Class C, 2.83%, 7/21/21 (a)		500		500

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
NP SPE LLC, Series 2019-2A, Class A1, 2.86%, 11/19/49 (a)	$	2,091	$	2,087
NP SPE LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 10/20/27 @ 100 (a)		234		237
OSCAR US Funding Trust LLC, Series 2018-1A, Class A3, 3.23%, 5/10/22 (a)		1,500		1,511
OSCAR US Funding Trust LLC, Series 2018-2A, Class A2A, 3.15%, 8/10/21 (a)		650		651
Santander Drive Auto Receivables Trust, Series 2018-5, Class C, 3.81%, 12/16/24, Callable 12/15/21 @ 100		1,000		1,015
Santander Drive Auto Receivables Trust, Series 2018-5, Class B, 3.52%, 12/15/22, Callable 12/15/21 @ 100		958		963
Santander Retail Auto Lease Trust, Series 2017-A, Class A3, 2.22%, 1/20/21, Callable 8/20/20 @ 100 (a)		741		741
SCF Equipment Leasing LLC, Series 2019-1A, Class A1, 3.04%, 3/20/23, Callable 4/20/20 @ 100 (a)		819		821
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26, Callable 4/20/20 @ 100 (a)		1,000		1,023
SCF Equipment Leasing LLC, Series 2017-2A, Class A, 3.41%, 12/20/23, Callable 1/20/20 @ 100 (a)		934		936
Synchrony Credit Card Master Note Trust, Series 2017-1, Class C, 2.56%, 6/15/23		2,000		2,001
Volvo Financial Equipment LLC, Series 2017-1A, Class A3, 1.92%, 3/15/21, Callable 2/15/21 @ 100 (a)		258		258
Total Asset Backed Securities (Cost $42,552)				42,652
Collateralized Mortgage Obligations (11.4%)
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class B, 2.99%(LIBOR01M+125bps), 9/15/32 (a) (b)		1,000		998
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class C, 3.19%(LIBOR01M+145bps), 9/15/32 (a) (b)		1,000		1,001
BBCMS Mortgage Trust, Series 2019-BWAY, Class B, 3.05%(LIBOR01M+131bps), 11/25/34 (a) (b)		1,000		993
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 2.99%(LIBOR01M+125bps), 10/15/36 (a) (b)		1,000		1,001
CIFC Funding Ltd., Series 2012-2RA, Class A1, 2.77%(LIBOR03M+80bps), 1/20/28, Callable 1/20/20 @ 100 (a) (b)		1,000		998
CIFC Funding Ltd., Series 2015-5A, Class A1R, 2.80%(LIBOR03M+86bps), 10/25/27, Callable 1/25/20 @ 100 (a) (b)		2,000		1,997
COMM Mortgage Trust, Series 2019-521F, Class B, 2.84%, 6/15/34 (a) (c)		1,500		1,491
Commercial Mortgage Trust, Series 2006-GG7, Class AM, 5.62%, 7/10/38 (c)		310		315
FREMF Mortgage Trust, Series 2010-K6, Class B, 5.40%, 1/25/20 (a) (c)		2,800		2,802
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.49%, 11/25/23 (a) (c)		1,000		1,021
GS Mortgage Securities Trust, Series 2011-GC3, Class X, 0.66%, 3/10/44 (a) (c)		24,610		112
Holmes Master Issuer PLC, Series 2018-1A, Class A2, 2.36%(LIBOR03M+36bps), 10/15/54, Callable 1/15/20 @ 100 (a) (b)		1,314		1,314
Hospitality Mortgage Trust, Series 2019-HIT, Class B, 3.09%, 11/15/36 (a) (c)		1,397		1,393
JPMBB Commercial Mortgage Securities Trust, Series 2014-C19, Class XA, 0.75%, 4/15/47 (c) (d)		5,942		126
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 2.69%, 5/15/36 (a) (c)		1,000		1,000
LSTAR Commercial Mortgage Trust, Series 2017-5, Class A1, 2.42%, 3/10/50 (a)		259		259
Madison Park Funding Ltd., Series 2013-11A, Class AR, 3.09%(LIBOR03M+116bps), 7/23/29, Callable 1/23/20 @ 100 (a) (b)		2,000		2,001

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Amount		Principal Value
Magnetite Ltd., Series 2019-21A, Class A, 3.25%(LIBOR03M+128bps), 4/20/30, Callable 4/20/20 @ 100 (a) (b)	$	1,500	$	1,500
Morgan Stanley Capital I Trust, Series 2017-CLS, Class A, 2.44%(LIBOR01M+70bps), 11/15/34 (a) (b)		2,000		1,997
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B, 3.05%(LIBOR01M+130bps), 12/15/21 (a) (b)		1,154		1,154
Octagon Investment Partners 25 Ltd., Series 2015-1A, Class AR, 2.77%(LIBOR03M+80bps), 10/20/26, Callable 1/20/20 @ 100 (a) (b)		1,500		1,497
Palmer Square Loan Funding Ltd., Series 2019-4A, Class A1, 2.84%(LIBOR03M+90bps), 10/24/27, Callable 10/24/20 @ 100 (a) (b)		1,000		1,000
Palmer Square Loan Funding Ltd., Series 2018-2A, Class A1, 2.65%(LIBOR03M+65bps), 7/15/26, Callable 1/15/20 @ 100 (a) (b)		1,005		1,003
Palmer Square Loan Funding Ltd., Series 2018-2A, Class A2, 3.05%(LIBOR03M+105bps), 7/15/26, Callable 1/15/20 @ 100 (a) (b)		500		496
Palmer Square Loan Funding Ltd., Series 2018-5A, Class A1, 2.82%(LIBOR03M+85bps), 1/20/27, Callable 1/20/20 @ 100 (a) (b)		803		802
Sound Point CLO VIII-R Ltd., Series 2015-1RA, Class A, 3.36%(LIBOR03M+136bps), 4/15/30, Callable 4/15/20 @ 100 (a) (b)		1,500		1,500
Sound Point CLO X Ltd., Series 2015-3A, Class AR, 2.86%(LIBOR03M+89bps), 1/20/28, Callable 1/20/20 @ 100 (a) (b)		2,000		1,998
Tryon Park CLO Ltd., Series 2013-1A, Class A1SR, 2.89%(LIBOR03M+89bps), 4/15/29, Callable 1/15/20 @ 100 (a) (b)		1,610		1,609
Total Collateralized Mortgage Obligations (Cost $33,176)				33,378
Preferred Stocks (0.3%)
Communication Services (0.3%):
Centaur Funding Corp., cumulative redeemable, 9.08%, 4/21/20 (a)		1,000		1,020
Total Preferred Stock (Cost $1,065)				1,020
Senior Secured Loans (1.2%)
AES Corp., Term Loan B1, 3.66% (LIBOR03M+175bps), 5/24/22, (b)		102		102
Boyd Gaming Corp., Term Loan A1, 3.60% (LIBOR01W+200bps), 9/15/21 (b)		728		725
GLP Capital LP, Term Loan A1, 3.19% (LIBOR01M+150bps), 4/28/21 (b)		2,566		2,559
Total Senior Secured Loans (Cost $3,394)				3,386
Corporate Bonds (40.1%)
Communication Services (1.1%):
AMC Networks, Inc., 4.75%, 12/15/22, Callable 2/13/20 @ 100.79		1,000		1,010
Charter Communications Operating LLC/Charter Communications Operating Capital, 3.56%(LIBOR03M+165bps), 2/1/24, Callable 1/1/24 @ 100 (b)		2,000		2,060
				3,070
Consumer Discretionary (2.8%):
Daimler Finance North America LLC
2.35%(LIBOR03M+45bps), 2/22/21 (a) (b)		1,390		1,391
2.81%(LIBOR03M+90bps), 2/15/22 (a) (b)		1,000		1,008
General Motors Co., 2.69% (LIBOR03M+80bps), 8/7/20 (b)		2,000		2,002

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Newell Brands, Inc., 3.15%, 4/1/21, Callable 3/1/21 @ 100	$	1,183	$	1,193
Nissan Motor Acceptance Corp. 2.55%, 3/8/21 (a)		1,000		1,003
2.65%(LIBOR03M+69bps), 9/28/22 (a) (b)		500		499
Volkswagen Group of America Finance LLC, 2.79% (LIBOR03M+86bps), 9/24/21 (a) (b)		1,000		1,007
				8,103
Consumer Staples (1.0%):
Kraft Heinz Foods Co., 2.47% (LIBOR03M+57bps), 2/10/21 (b)		1,000		1,001
Smithfield Foods, Inc., 2.65%, 10/3/21, Callable 9/3/21 @ 100 (a)		1,815		1,806
				2,807
Energy (9.0%):
Antero Resources Corp., 5.13%, 12/1/22, Callable 2/13/20 @ 101.28		2,000		1,790
Buckeye Partners LP, 4.15%, 7/1/23, Callable 4/1/23 @ 100		2,000		2,004
Columbia Pipeline Group, Inc., 3.30%, 6/1/20, Callable 5/1/20 @ 100		780		782
DCP Midstream Operating, LP, 3.88%, 3/15/23, Callable 12/15/22 @ 100		2,000		2,053
Enable Midstream Partners LP, 3.90%, 5/15/24, Callable 2/15/24 @ 100		1,000		1,024
Energy Transfer Operating LP, 7.50%, 10/15/20		1,285		1,336
EQM Midstream Partners LP, 4.00%, 8/1/24, Callable 5/1/24 @ 100		1,000		970
IFM US Colonial Pipeline LLC, 6.45%, 5/1/21 (a)		1,595		1,666
Midwest Connector Capital Co. LLC, 3.63%, 4/1/22, Callable 3/1/22 @ 100 (a)		1,000		1,027
MPLX LP, 2.99% (LIBOR03M+110bps), 9/9/22, Callable 9/9/20 @ 100 (b)		2,000		2,006
NGPL PipeCo LLC, 4.38%, 8/15/22, Callable 5/15/22 @ 100 (a)		1,370		1,423
Nustar Logistics LP, 4.80%, 9/1/20		2,000		2,026
Occidental Petroleum Corp., 3.36%(LIBOR03M+145bps), 8/15/22, Callable 8/15/20 @ 100 (b)		2,000		2,013
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100		970		978
Rockies Express Pipeline LLC, 5.63%, 4/15/20 (a)		2,000		2,015
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.25%, 5/1/23, Callable 2/13/20 @ 100.88		1,140		1,152
Western Midstream Operating LP, 4.00%, 7/1/22, Callable 4/1/22 @ 100		2,045		2,103
				26,368
Financials (16.4%):
AIG Global Funding, 2.60%(LIBOR03M+65bps), 1/22/21 (a) (b)		467		470
Ally Financial, Inc., 4.63%, 5/19/22		1,000		1,049
Ares Capital Corp., 3.50%, 2/10/23, Callable 1/10/23 @ 100		2,000		2,038
Assurant, Inc., 3.20%(LIBOR03M+125bps), 3/26/21, Callable 1/29/20 @ 100 (b)		500		500
Athene Global Funding, 3.00%, 7/1/22 (a)		1,000		1,018
Bank of America Corp., 2.68%(LIBOR03M+79bps), 3/5/24, Callable 3/5/23 @ 100 (b)		2,000		2,009
BBVA USA, 2.62%(LIBOR03M+73bps), 6/11/21, Callable 5/11/21 @ 100 (b)		825		825
BMW US Capital LLC, 2.53%(LIBOR03M+53bps), 4/14/22 (a) (b)		1,000		1,002
Cantor Fitzgerald LP, 4.88%, 5/1/24, Callable 4/1/24 @ 100 (a)		1,000		1,067
Capital One NA, 2.72%(LIBOR03M+82bps), 8/8/22, Callable 7/8/22 @ 100 (b)		2,800		2,819
Citibank NA, 2.50%(LIBOR03M+60bps), 5/20/22, Callable 5/20/21 @ 100 (b)		1,500		1,505
Citigroup, Inc., 2.63%(LIBOR03M+69bps), 10/27/22, Callable 9/27/22 @ 100 (b)		885		891

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Citizens Bank NA, 2.20%, 5/26/20, Callable 4/26/20 @ 100	$	2,000	$	2,001
DAE Funding LLC 4.50%, 8/1/22, Callable 2/13/20 @ 102.25 (a)		1,000		1,020
5.75%, 11/15/23, Callable 11/15/20 @ 102.88 (a)		1,000		1,050
Ford Motor Credit Co. LLC 2.33% (LIBOR03M+43bps), 11/2/20 (b)		500		499
2.88% (LIBOR03M+88bps), 10/12/21 (b)		930		923
3.10%, 5/4/23		1,000		998
FS KKR Capital Corp., 4.13%, 2/1/25, Callable 1/1/25 @ 100		1,000		1,015
Hyundai Capital America, 2.75%, 9/18/20 (a)		2,000		2,007
Jackson National Life Global Funding, 2.60%, 12/9/20 (a)		1,350		1,357
JPMorgan Chase & Co., 2.59% (LIBOR03M+68bps), 6/1/21, Callable 6/1/20 @ 100 (b)		2,000		2,004
Main Street Capital Corp. 4.50%, 12/1/22		1,000		1,048
5.20%, 5/1/24		1,000		1,078
Manufactures & Traders Trust Co., 2.55% (LIBOR03M+64bps), 12/1/21, Callable 2/13/20 @ 100 (b)		3,000		3,000
Metropolitan Life Global Funding, 3.45%, 10/9/21 (a)		1,000		1,027
Mobr-04 LLC(LOC — Compass Bank), 2.96%, 9/1/24 (i)		3,350		3,349
Morgan Stanley, 2.45% (LIBOR03M+55bps), 2/10/21, Callable 2/10/20 @ 100 (b)		2,000		2,001
Protective Life Global Funding 2.70%, 11/25/20 (a)		535		538
2.48% (LIBOR03M+52bps), 6/28/21 (a) (b)		1,000		1,005
Regions Bank, 2.48% (LIBOR03M+38bps), 4/1/21, Callable 3/1/21 @ 100 (b)		1,240		1,240
SunTrust Bank, 2.49% (LIBOR03M+59bps), 5/17/22, Callable 4/17/22 @ 100 (b)		1,000		1,002
Synchrony Bank, 2.59% (LIBOR03M+63bps), 3/30/20 (b)		700		701
The Goldman Sachs Group, Inc., 2.71% (LIBOR03M+78bps), 10/31/22, Callable 10/31/21 @ 100 (b)		1,000		1,007
The Huntington National Bank, 2.40%, 4/1/20, Callable 3/1/20 @ 100		740		740
Wells Fargo Bank NA, 2.54% (LIBOR03M+66bps), 9/9/22, Callable 9/9/21 @ 100 (b)		2,000		2,011
				47,814
Health Care (1.5%):
Amgen, Inc., 3.45%, 10/1/20		2,000		2,022
Centene Corp., 4.75%, 5/15/22, Callable 2/13/20 @ 102.38		1,000		1,022
Fresenius US Finance II, Inc., 4.50%, 1/15/23, Callable 10/17/22 @ 100 (a)		1,303		1,372
				4,416
Industrials (4.0%):
American Airlines Pass Through Trust 5.63%, 7/15/22 (a)		1,089		1,101
4.38%, 12/15/25 (a)		1,095		1,125
Arconic, Inc., 5.40%, 4/15/21, Callable 1/15/21 @ 100		1,000		1,030
BAE Systems Holdings, Inc., 2.85%, 12/15/20, Callable 11/15/20 @ 100 (a)		1,000		1,006
Continental Airlines Pass Through Trust, 6.25%, 4/11/20		734		740
Penske Truck Leasing Co. LP/PTL Finance Corp., 3.20%, 7/15/20, Callable 6/15/20 @ 100 (a)		640		643
Ryder System, Inc., 2.50%, 5/11/20, MTN, Callable 4/11/20 @ 100		1,000		1,001

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Spirit Airlines Pass Through Trust, 4.45%, 10/1/25	$	1,785	$	1,844
United Airlines Pass Through Trust, 4.63%, 3/3/24		911		934
Wabtec Corp., 3.19% (LIBOR03M+105bps), 9/15/21, Callable 1/29/20 @ 100 (b)		2,083		2,083
				11,507
Information Technology (0.3%):
Broadcom, Inc., 3.13%, 4/15/21 (a)		1,000		1,012
Materials (1.0%):
Albemarle Corp., 2.50% (LIBOR03M+105bps), 11/15/22, Callable 11/15/20 @ 100 (a) (b)		636		639
Carpenter Technology Corp., 5.20%, 7/15/21, Callable 4/15/21 @ 100		1,500		1,542
NewMarket Corp., 4.10%, 12/15/22		857		899
				3,080
Real Estate (1.6%):
Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100		1,000		1,030
Office Properties Income Trust 3.60%, 2/1/20		2,000		2,001
4.15%, 2/1/22, Callable 12/1/21 @ 100		1,169		1,197
Senior Housing Properties Trust, 6.75%, 4/15/20, Callable 2/13/20 @ 100 (e)		500		501
				4,729
Utilities (1.4%):
Mississippi Power Co., 2.60% (LIBOR03M+65bps), 3/27/20, Callable 2/13/20 @ 100 (b)		1,071		1,068
SCANA Corp., 4.13%, 2/1/22, Callable 11/1/21 @ 100		1,444		1,482
Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100		1,500		1,509
				4,059
Total Corporate Bonds (Cost $116,407)				116,965
Yankee Dollars (26.5%)
Communication Services (0.6%):
Pearson Funding Four PLC, 3.75%, 5/8/22 (a)		1,622		1,633
Consumer Staples (0.7%):
Hutchison Whampoa International Ltd., 4.63%, 1/13/22 (a)		1,000		1,044
Reckitt Benckiser Treasury Services PLC, 2.49% (LIBOR03M+56bps), 6/24/22 (a) (b)		1,000		1,003
				2,047
Financials (19.0%):
ABN AMRO Bank NV, 2.38% (LIBOR03M+41bps), 1/19/21 (a) (b)		1,000		1,002
ANZ New Zealand International Ltd., 2.94% (LIBOR03M+101bps), 7/28/21 (a) (b)		800		809
Australia & New Zealand Banking Group Ltd., 2.36% (LIBOR03M+46bps), 5/17/21 (b)		1,250		1,255
Banco Santander SA 3.00% (LIBOR03M+109bps), 2/23/23 (b)		1,000		1,006
3.12% (LIBOR03M+112bps), 4/12/23 (b)		1,000		1,007
Barclays PLC, 3.34% (LIBOR03M+143bps), 2/15/23, Callable 2/15/22 @ 100 (b)		1,000		1,009

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
BBVA Bancomer SA 7.25%, 4/22/20 (a)	$	1,000	$	1,014
6.50%, 3/10/21 (a)		2,149		2,243
BNP Paribas SA, 3.50%, 3/1/23 (a)		1,100		1,139
Canadian Imperial Bank of Commerce, 2.22% (LIBOR03M+32bps), 2/2/21 (b)		1,000		1,002
Commonwealth Bank of Australia, 2.72% (LIBOR03M+83bps), 9/6/21 (a) (b)		2,000		2,019
Cooperatieve Rabobank UA, 2.49% (LIBOR03M+48bps), 1/10/23 (b)		2,500		2,500
Credit Agricole SA, 2.96% (LIBOR03M+102bps), 4/24/23 (a) (b)		2,000		2,021
Credit Suisse Group Funding Guernsey Ltd., 4.29% (LIBOR03M+229bps), 4/16/21 (b)		700		717
Deutsche Bank AG, 2.97% (LIBOR03M+97bps), 7/13/20 (b)		3,000		2,998
HSBC Holdings PLC, 2.50% (LIBOR03M+60bps), 5/18/21, Callable 5/18/20 @ 100 (b)		2,000		2,002
ING Bank NV, 2.79% (LIBOR03M+88bps), 8/15/21 (a) (b)		2,000		2,019
Lloyds Bank PLC 3.30%, 5/7/21		1,000		1,018
2.38% (LIBOR03M+49bps), 5/7/21 (b)		525		526
Mitsubishi UFJ Financial Group, Inc., 2.59% (LIBOR03M+65bps), 7/26/21 (b)		1,000		1,005
National Australia Bank Ltd. 2.61% (LIBOR03M+71bps), 11/4/21 (a) (b)		1,000		1,008
2.60% (LIBOR03M+60bps), 4/12/23 (a) (b)		1,000		1,006
Nordea Bank Abp 4.88%, 5/13/21 (a)		450		465
2.85% (LIBOR03M+94bps), 8/30/23 (a) (b)		1,000		997
Park Aerospace Holdings Ltd., 5.25%, 8/15/22, Callable 7/15/22 @ 100 (a)		2,000		2,134
Royal Bank of Canada, 1.88%, 2/5/20		3,000		2,999
Royal Bank of Scotland Group PLC, 6.13%, 12/15/22		2,000		2,189
Santander UK PLC, 2.53% (LIBOR03M+62bps), 6/1/21 (b)		2,000		2,007
Skandinaviska Enskilda Banken AB, 2.52% (LIBOR03M+65bps), 12/12/22 (a) (b)		2,000		2,010
Standard Chartered PLC 3.05%, 1/15/21 (a)		1,000		1,009
3.12% (LIBOR03M+115bps), 1/20/23, Callable 1/20/22 @ 100 (a) (b)		2,000		2,013
Sumitomo Mitsui Financial Group, Inc., 2.78% (LIBOR03M+78bps), 7/12/22 (b)		1,000		1,005
Suncorp-Metway Ltd., 2.38%, 11/9/20 (a) (e)		1,000		1,003
Svenska Handelsbanken AB, 3.11% (LIBOR03M+115bps), 3/30/21 (b)		1,500		1,518
Swedbank AB, 2.59% (LIBOR03M+70bps), 3/14/22 (a) (b)		500		500
The Toronto-Dominion Bank, 2.25%, 3/15/21 (a)		2,000		2,010
UBS Group Funding Switzerland AG, 2.86% (LIBOR03M+95bps), 8/15/23, Callable 8/15/22 @ 100 (a) (b)		2,000		2,015
Westpac Banking Corp., 2.75% (LIBOR03M+85bps), 8/19/21 (b)		1,000		1,009
				55,208
Industrials (3.0%):
Aercap Ireland Capital DAC/Aercap Global Aviation Trust 5.00%, 10/1/21		1,000		1,047
4.45%, 12/16/21, Callable 11/16/21 @ 100		1,000		1,041
Air Canada Pass Through Trust, 5.38%, 11/15/22 (a)		2,714		2,783
Aircastle Ltd., 4.40%, 9/25/23, Callable 8/25/23 @ 100		2,000		2,119
CK Hutchison International Ltd., 2.25%, 9/29/20 (a)		2,000		2,000
				8,990

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Materials (1.9%):
Braskem Netherlands Finance BV, 3.50%, 1/10/23 (a)	$	1,000	$	1,016
Methanex Corp., 5.25%, 3/1/22		1,085		1,138
Syngenta Finance NV, 3.70%, 4/24/20 (a)		2,000		2,006
Teck Resources, Ltd., 4.50%, 1/15/21, Callable 10/15/20 @ 100		1,424		1,444
				5,604
Real Estate (0.3%):
Scentre Group Trust 1/Scentre Group Trust 2, 2.38%, 4/28/21, Callable 3/29/21 @ 100 (a)		1,000		1,001
Utilities (1.0%):
PPL WEM Ltd./Western Power Distribution Ltd., 5.38%, 5/1/21, Callable 2/1/21 @ 100 (a)		2,582		2,659
Total Yankee Dollars (Cost $76,482)				77,142
Municipal Bonds (2.8%)
Arizona (0.4%):
City of Phoenix Civic Improvement Corp., 2.20%, 7/1/23		1,000		1,002
Michigan (0.3%):
Michigan Finance Authority, 2.14%, 12/1/22		1,000		1,000
New Jersey (0.9%):
Economic Development Authority, 3.80%, 6/15/20		500		503
New Jersey Economic Development Authority 2.61%, 6/15/22		500		501
2.78%, 6/15/23		408		409
Series NNN, 2.88%, 6/15/24		322		323
New Jersey Transportation Trust Fund Authority, 2.55%, 6/15/23		850		854
				2,590
Ohio (0.3%):
American Municipal Power, Inc., 2.22%, 2/15/23		1,000		1,000
Pennsylvania (0.2%):
State Public School Building Authority, 2.62%, 4/1/23		450		450
South Dakota (0.4%):
South Dakota Health & Educational Facilities Authority, 2.18%, 7/1/21		1,000		1,001
Wisconsin (0.3%):
Public Finance Authority(LOC-Citizens Financial Group), 2.75%, 6/1/20, Continuously Callable @100		1,000		1,000
Total Municipal Bonds (Cost $8,030)				8,043
U.S. Treasury Obligations (0.9%)
U.S. Treasury Bills 0.95%, 1/7/20 (f)		500		500
1.32%, 1/21/20 (f)		1,000		999
U.S. Treasury Notes, 2.25%, 4/30/21		1,000		1,009
Total U.S. Treasury Obligations (Cost $2,507)				2,508

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Commercial Paper (1.6%)
Caterpillar Financial Services Corp., 1.60%, 1/2/20 (f)	$	2,000	$	2,000
McCormick & Co., Inc., 1.79%, 1/2/20 (f)		1,600		1,599
Stanley Black & Decker, Inc., 1.79%, 1/6/20 (f)		1,000		1,000
Total Commercial Paper (Cost $4,600)				4,599
Collateral for Securities Loaned (0.0%)^(g)
HSBC U.S. Government Money Market Fund, I Shares, 1.53% (h)		77,970		78
Total Collateral for Securities Loaned (Cost $78)				78
Total Investments (Cost $288,291) — 99.4%				289,771
Other assets in excess of liabilities — 0.6%				1,757
NET ASSETS — 100.00%			$	291,528

^ Purchased with cash collateral from securities on loan.

(a) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $143,238 thousands and amounted to 49.1% of net assets.

(b) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

(c) The rate for certain asset-backed and mortgage backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at December 31, 2019.

(d) Interest only security.

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

(f) Rate represents the effective yield at December 31, 2019.

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

(h) Rate disclosed is the daily yield on December 31, 2019.

(i) 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.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR01W — 1 Week US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

See notes to financial statements.

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund

Schedule of Portfolio Investments — continued
December 31, 2019

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LOC Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Assets and Liabilities
December 31, 2019

(Amounts in Thousands, Except Per Share Amounts)

	USAA Ultra Short-Term Bond Fund
Assets:
Investments, at value (Cost $288,291)	$	289,771	(a)
Cash and cash equivalents		83
Receivables:
Interest and dividends		1,659
Capital shares issued		445
Investments sold		8
From Adviser		7
Prepaid expenses		11
Total assets		291,984
Liabilities:
Payables:
Collateral received on loaned securities		78
Distributions payable		19
Capital shares redeemed		151
Accrued expenses and other payables:
Investment advisory fees		59
Administration fees		36
Custodian fees		30
Transfer agent fees		29
Chief Compliance Officer fees		—	(b)
Trustees' fees		2
Other accrued expenses		52
Total liabilities		456
Net Assets:
Capital		292,788
Total distributable earnings/(loss)		(1,260	)
Net assets	$	291,528
Net Assets
Fund Shares	$	275,168
Institutional Shares		9,842
R6 Shares		6,518
Total	$	291,528
Shares (unlimited number of shares authorized with no par value):
Fund Shares		27,381
Institutional Shares		979
R6 Shares		650
Total		29,010
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	10.05
Institutional Shares		10.05
R6 Shares		10.05

(a) Includes $75 of securities on loan.

(b) Rounds to less than $1.

See notes to financial statements.

USAA Mutual Funds Trust

Statement of Operations
For the Year Ended December 31, 2019

(Amounts in Thousands)

	USAA Ultra Short-Term Bond Fund
Investment Income:
Dividends	$	133
Interest		9,702
Securities lending (net of fees)		3
Foreign tax withholding		(3	)
Total Income		9,835
Expenses:
Investment advisory fees		715
Administration fees — Fund Shares		420
Administration fees — Institutional Shares		12
Administration fees — R6 Shares		3
Sub-Administration fees		10
Professional fees		1
Custodian fees		89
Transfer agent fees — Fund Shares		284
Transfer agent fees — Institutional Shares		12
Transfer agent fees — R6 Shares		1
Trustees' fees		41
Compliance fees		1
Legal and audit fees		102
State registration and filing fees		64
Other expenses		100
Total Expenses		1,855
Expenses waived/reimbursed by Adviser		(27	)
Expenses waived/reimbursed by AMCO		(24	)
Net Expenses		1,804
Net Investment Income (Loss)		8,031
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from securities transactions		1,015
Net change in unrealized appreciation/depreciation on securities transactions		3,778
Net realized/unrealized gains (losses) on investments		4,793
Change in net assets resulting from operations	$	12,824

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Ultra Short-Term Bond Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018
From Investments:
Operations:
Net investment income (loss)	$	8,031		$	6,839
Net realized gains (losses) from investments		1,015			72
Net change in unrealized appreciation/depreciation on investments		3,778			(2,666	)
Change in net assets resulting from operations		12,824			4,245
Distributions to Shareholders:
Fund Shares		(7,510	)		(6,578	)
Institutional Shares		(341	)		(141	)
R6 Shares		(153	)		(120	)
Change in net assets resulting from distributions to shareholders		(8,004	)		(6,839	)
Change in net assets resulting from capital transactions		(10,474	)		(42,872	)
Change in net assets		(5,654	)		(45,466	)
Net Assets:
Beginning of period		297,182			342,648
End of period	$	291,528		$	297,182
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	83,733		$	104,043
Distributions reinvested		7,296			6,397
Cost of shares redeemed		(104,187	)		(154,616	)
Total Fund Shares	$	(13,158	)	$	(44,176	)
Institutional Shares
Proceeds from shares issued	$	15,518		$	10,468
Distributions reinvested		334			129
Cost of shares redeemed		(14,624	)		(9,223	)
Total Institutional Shares	$	1,228		$	1,374
R6 Shares
Proceeds from shares issued	$	2,228		$	13
Distributions reinvested		8			1
Cost of shares redeemed		(780	)		(84	)
Total R6 Shares	$	1,456		$	(70	)
Change in net assets resulting from capital transactions	$	(10,474	)	$	(42,872	)

(continues on next page)

See notes to financial statements.

USAA Mutual Funds Trust

Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Ultra Short-Term Bond Fund
	Year Ended December 31, 2019			Year Ended December 31, 2018
Share Transactions:
Fund Shares
Issued		8,379			10,484
Reinvested		729			644
Redeemed		(10,424	)		(15,577	)
Total Fund Shares		(1,316	)		(4,449	)
Institutional Shares
Issued		1,554			1,055
Reinvested		33			14
Redeemed		(1,461	)		(929	)
Total Institutional Shares		126			140
R6 Shares
Issued		223			1
Reinvested		1			—	(a)
Redeemed		(78	)		(8	)
Total R6 Shares		146			(7	)
Change in Shares		(1,044	)		(4,316	)

(a) Amount is less than 500 shares.

See notes to financial statements.

USAA Mutual Funds Trust

Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Ultra Short-Term Bond Fund
Fund Shares
Year Ended December 31, 2019	$	9.89		0.27	(d)		0.16			0.43			(0.27	)		—
Year Ended December 31, 2018	$	9.97		0.22			(0.08	)		0.14			(0.22	)		—
Year Ended December 31, 2017	$	9.98		0.16			(0.01	)		0.15			(0.16	)		—
Year Ended December 31, 2016	$	9.94		0.13			0.04			0.17			(0.13	)		—	(f)
Year Ended December 31, 2015	$	10.07		0.13			(0.13	)		—	(f)		(0.13	)		—	(f)
Institutional Shares
Year Ended December 31, 2019	$	9.89		0.27	(d)		0.16			0.43			(0.27	)		—
Year Ended December 31, 2018	$	9.97		0.22			(0.08	)		0.14			(0.22	)		—
Year Ended December 31, 2017	$	9.98		0.15			(0.01	)		0.14			(0.15	)		—
Year Ended December 31, 2016	$	9.94		0.13			0.04			0.17			(0.13	)		—	(f)
Year Ended December 31, 2015	$	10.07		0.13			(0.13	)		—	(f)		(0.13	)		—	(f)
R6 Shares
Year Ended December 31, 2019	$	9.88		0.29	(d)		0.17			0.46			(0.29	)		—
Year Ended December 31, 2018	$	9.97		0.24			(0.09	)		0.15			(0.24	)		—
March 1, 2017 (h) through December 31, 2017	$	9.98		0.15			(0.01	)		0.14			(0.15	)		—

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

(b) Annualized for periods less than one year.

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

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

See notes to financial statements.

USAA Mutual Funds Trust

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(a)**			Net Expenses^(b)			Net Investment Income (Loss)(b)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(c)
USAA Ultra Short-Term Bond Fund
Fund Shares
Year Ended December 31, 2019		(0.27	)	$	10.05		4.37	%		0.61	%		2.69	%		0.61	%	$	275,168		59	%
Year Ended December 31, 2018		(0.22	)	$	9.89		1.40	%		0.60	%		2.19	%		0.60	%	$	283,769		48	%
Year Ended December 31, 2017		(0.16	)	$	9.97		1.51	%		0.58	%		1.60	%		0.58	%	$	330,442		58	%(e)
Year Ended December 31, 2016		(0.13	)	$	9.98		1.73	%		0.61	%		1.30	%		0.61	%	$	372,155		28	%
Year Ended December 31, 2015		(0.13	)	$	9.94		0.01	%		0.59	%		1.28	%		0.59	%	$	426,994		20	%
Institutional Shares
Year Ended December 31, 2019		(0.27	)	$	10.05		4.43	%		0.55	%		2.75	%		0.64	%	$	9,842		59	%
Year Ended December 31, 2018		(0.22	)	$	9.89		1.45	%		0.55	%		2.25	%		0.77	%	$	8,433		48	%
Year Ended December 31, 2017		(0.15	)	$	9.97		1.44	%		0.64	%(g)		1.51	%		0.75	%	$	7,115		58	%(e)
Year Ended December 31, 2016		(0.13	)	$	9.98		1.69	%		0.66	%		1.25	%		0.66	%	$	18,710		28	%
Year Ended December 31, 2015		(0.13	)	$	9.94		0.04	%		0.57	%		1.32	%		0.57	%	$	22,454		20	%
R6 Shares
Year Ended December 31, 2019		(0.29	)	$	10.05		4.70	%		0.39	%		2.92	%		0.80	%	$	6,518		59	%
Year Ended December 31, 2018		(0.24	)	$	9.88		1.51	%		0.39	%		2.41	%		0.69	%	$	4,980		48	%
March 1, 2017 (h) through December 31, 2017		(0.15	)	$	9.97		1.42	%		0.39	%		1.81	%		1.05	%	$	5,091		58	%(e)

(e) Reflects increased trading activity due to large shareholder outflows.

(f) Amount is less than $0.005.

(g) Effective May 1, 2017, AMCO voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.55% of the Institutional Shares' average daily net assets.

(h) Commencement of operations.

See notes to financial statements.

USAA Mutual Funds Trust

Notes to Financial Statements
December 31, 2019

1. Organization:

The accompanying financial statements are those of the USAA Ultra Short-Term Bond Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

2. Significant Accounting Policies:

Investment Valuation:

• 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.)

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

The Trust's Board of Trustees (the "Board") has established the Pricing and Liquidity Committee (the "Committee") and, subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

	Level 1		Level 2		Level 3		Total
Asset Backed Securities	$	—	$	42,652	$	—	$	42,652
Collateralized Mortgage Obligations		—		33,378		—		33,378
Preferred Stocks		—		1,020		—		1,020
Senior Secured Loans		—		3,386		—		3,386
Corporate Bonds		—		116,965		—		116,965
Yankee Dollars		—		77,142		—		77,142
Municipal Bonds		—		8,035		—		8,035
U.S. Treasury Obligations		—		2,508		—		2,508
Commercial Paper		—		4,599		—		4,599
Collateral for Securities Loaned		78		—		—		78
Total	$	78	$	289,685	$	—	$	289,763

For the year ended December 31, 2019, there were no transfers in or out of the Level 3 fair value hierarchy.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Real Estate Investment Trusts ("REITs"):

Investment Companies:

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

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"), 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.

Investment Transactions and Related Income:

Securities Lending:

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

income retained by Citibank. Borrowers are required to 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 cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by SEC guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's 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 Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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 Statement 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. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and 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 Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy borrower default. Cash collateral is listed in the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included. The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2019:

Value of Securities on Loan				Non-Cash Collateral				Cash Collateral
$	75			$	—			$	78

Federal Income Taxes:

Allocations:

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are 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

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended December 31, 2019, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases				Sales				Net Realized Gains (Losses)
$	2,004			$	1,561			$	—

3. Purchases and Sales:

Purchases (excluding U.S. Government Securities)				Sales (excluding U.S. Government Securities)				Purchases of U.S. Government Securities				Sales of U.S. Government Securities
$	175,279			$	170,332			$	1,009			$	—

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory and Management Fees:

Effective with the Transaction on July 1, 2019, investment advisory services are provided to the Fund by the Adviser, a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.24% of average daily net assets. The amount incurred and paid to VCM from July 1, 2019 through December 31, 2019, was $358 thousand and is reflected on the Statement of Operations as Investment Advisory fees.

Prior to the Transaction on July 1, 2019, AMCO provided investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, AMCO was responsible for managing the business and affairs of the Fund, and for directly managing day-to-day investment of the Fund's assets, subject to the authority of and supervision by the Board. The investment management fee for the Fund was comprised of a base fee and a performance adjustment. The Fund's base fee was accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets.

Effective with the Transaction on July 1, 2019, no performance adjustments will be made for periods beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter will be utilized in calculating future performance adjustments.

Prior to the Transaction on July 1, 2019, the performance adjustment for each share class was calculated monthly by comparing the Fund's performance to that of the Lipper Ultra Short Obligations Funds Index. The Lipper Ultra Short Obligations Funds Index, which measures the performance of funds tracked by Lipper that invest at least 65% of their assets in investment grade debt issues, or better, and maintain a portfolio dollar-weighted average maturity between 91 days and 365 days.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index (in basis points)(a)				Annual Adjustment Rate (in basis points)(a)
+/- 20 to 50				+/- 4
+/- 51 to 100				+/- 5
+/- 101 and greater				+/- 6

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Ultra Short Obligations Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period January 1, 2019 through June 30, 2019, performance adjustments for Fund Shares, Institutional Shares, and R6 Shares were $55, $1, and $1 thousand, respectively. Base fees incurred and paid to AMCO from January 1, 2019 through June 30, 2019 were $357 thousand and are reflected on the Statement of Operations as Investment Advisory fees.

Administration and Servicing Fees:

Effective with the Transaction on July 1, 2019, VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% of average daily net assets for the Fund Shares, 0.10% of average daily net assets of the Institutional Shares, and 0.05% of average daily net assets of the R6 Shares. Amounts incurred from July 1, 2019 through December 31, 2019, were $209, $6, and $2 thousand for Fund Shares, Institutional Shares, and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

Prior to the Transaction on July 1, 2019, AMCO provided certain administration and servicing functions for the Fund. For such services, AMCO received a fee accrued daily and paid monthly at an annualized rate of 0.15% of average daily net assets for the Fund Shares, 0.10% of average daily net assets of the Institutional Shares, and 0.05% of average daily net assets of the R6 Shares, respectively. Amounts incurred from January 1, 2019 through June 30, 2019, were $211, $6 and $1 thousand for Fund Shares, Institutional Shares, and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Administration fees.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Effective with the Transaction on July 1, 2019, the Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensates the Adviser for these services. The amount incurred during the period from July 1, 2019 to December 31, 2019 is reflected on the Statement of Operations as Compliance fees.

Effective with the Transaction on July 1, 2019, Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund under the Fund Administration, Servicing, and Accounting Agreement.

Transfer Agency Fees:

Effective with the Transaction on July 1, 2019, Victory Capital Transfer Agency, Inc. ("VCTA"), (formerly, USAA Shareholder Account Services ("SAS")), provides transfer agency services to the Fund. VCTA, an affiliate of the Adviser, provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for Institutional Shares and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.01% of average daily net assets, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA from July 1, 2019 through December 31, 2019 were $213, $6, and $1 thousand for Fund Shares, Institutional Shares, and R6 Shares, respectively. Amounts incurred and paid to SAS from January 1, 2019 through June 30, 2019 were $71, $6 thousand, and less than $500 for Fund Shares, Institutional Shares, and R6 Shares, respectively. These amounts are reflected on the Statement of Operations as Transfer Agent fees.

Distributor/Underwriting Services:

Prior to the Transaction on July 1, 2019, USAA Investment Management Company provided exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis.

Other Fees:

Prior to the Transaction on July 1, 2019, State Street Bank and Trust Company served as the Fund's accounting agent and custodian.

Effective August 5, 2019, Citibank, N.A., serves as the Fund's custodian.

K&L Gates LLP provides legal services to the Trust.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

Effective with the Transaction on July 1, 2019, the Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. Effective July 1, 2019 through December 31, 2019, the expense limits (excluding voluntary waivers) were 0.60%, 0.55%, and 0.39% for Fund Shares, Institutional Shares, and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which 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 December 31, 2019, the following amounts are available to be repaid to the Adviser (amounts in thousands). The amount repaid to the Adviser during the year ended December 31, 2019 is reflected on the Statement of Operations as "Expenses waived/reimbursed by Adviser."

Expires 12/31/2022
$	27

Prior to the Transaction on July 1, 2019, AMCO agreed, through April 30, 2020, to limit the total annual operating expenses of the Institutional Shares and R6 Shares to 0.55% and 0.39%, respectively, of average daily net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Institutional Shares and R6 Share for all expenses in excess of those amounts. Effective with the Transaction on July 1, 2019, these expense limits are no longer in effect. For the period from January 1, 2019 through June 30, 2019, the Fund incurred reimbursements of $24 thousand. This amount is reflected on the Statement of Operations as "Expenses waived/reimbursed by AMCO."

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

5. Risks:

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

The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events.

The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for debt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; and conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.

The Fund is subject to legislative risk, which is the risk that changes in government policies may affect the value of the investments held by the Fund in ways we cannot anticipate, and that such policies could have an adverse impact on the value of the Fund's investments and the Fund's net asset value.

6. Borrowing and Interfund Lending:

Line of Credit:

The Fund had no borrowings under either agreement with Citibank or CAPCO during the year ended December 31, 2019.

Interfund Lending:

Effective with the Transaction on July 1, 2019, the Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund in the Victory Fund Complex 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. 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 the Fund during the period is presented on the Statement of Operations under Interest expense on Interfund lending. As a Lender, interest earned by the Fund during the period is reflected on the Statement of Operations under Income on Interfund lending.

The Fund did not utilize or participate in the Facility during the period from July 1, 2019 through December 31, 2019.

7. Federal Income Tax Information:

The Fund intends to declare daily and distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

USAA Mutual Funds Trust

Notes to Financial Statements — continued
December 31, 2019

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

As of December 31, 2019 on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

Year Ended December 31, 2019
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	7,285	$	—	$	7,285	$	7,285
Year Ended December 31, 2018
Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	6,839	$	—	$	6,839	$	6,839

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Distributions Payable				Accumulated Earnings				Accumulated Capital and Other Losses				Unrealized Appreciation (Depreciation)				Total Accumulated Earnings (Deficit)
$	749			$	—			$	(722	)		$	27			$	(2,767	)		$	1,480			$	(1,260	)

For the tax year ended December 31, 2019, the Fund utilized capital loss carryforwards of $1,015 thousand, to offset capital gains. At December 31, 2019, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). 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
$	2,069			$	698			$	2,767

Cost of Investments for Federal Tax Purposes				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation (Depreciation)
$	288,291			$	1,883			$	(403	)		$	1,480

8. Recent Accounting Prounouncements

In March 2017, the FASB issued ASU 2017-08, Premium Amortization of Purchased Callable Debt Securities. The amendments in the ASU shorten the premium amortization period on a purchased callable debt security from the security's contractual life to the earliest call date. ASU 2017-08 became effective for funds with fiscal years beginning after December 15, 2018. The Adviser has determined the adoption of this standard has no significant impact on the financial statements and reporting disclosures of the Fund.

USAA Mutual Funds Trust

Supplemental Information
December 31, 2019

(Unaudited)

Expense Example

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2019 through December 31, 2019.

	Beginning Account Value 7/1/19		Actual Ending Account Value 12/31/19		Hypothetical Ending Account Value 12/31/19		Actual Expenses Paid During Period 7/1/19- 12/31/19*		Hypothetical Expenses Paid During Period 7/1/19- 12/31/19*		Annualized Expense Ratio During Period 7/1/19- 12/31/19
Fund Shares	$	1,000.00	$	1,016.60	$	1,022.23	$	3.00	$	3.01		0.59	%
Institutional Shares		1,000.00		1,015.80		1,022.43		2.79		2.80		0.55	%
R6 Shares		1,000.00		1,017.70		1,023.24		1.98		1.99		0.39	%

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information relating to how the Fund 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:

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Trustee and Officer Information

Board of Trustees:

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Independent Trustees.

Jefferson C. Boyce,
Born September 1957

Lead Independent Trustee, and Vice Chairman

2013

Senior Managing Director, New York Life Investments, LLC (1992-2012)

Westhab, Inc

John C. Walters,
Born February 1962

Trustee

2019

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Robert L. Mason, Ph.D.,
Born July 1946

Trustee

1997

None

Dawn M. Hawley,
Born February 1954

Trustee

2014

None

Paul L. McNamara,
Born July 1948

Trustee

2012

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014) , which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Richard Y. Newton III,
Born January 1956

Trustee

2017

None

Barbara B. Ostdiek, Ph.D., Born March 1964

Trustee

2008

None

Michael F. Reimherr,
Born August 1945

Trustee

2000

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

None

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Interested Trustees.

David C. Brown, **
Born May 1972

Trustee

2019

Trustee, Victory Portfolios (42 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (9 series)

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Name and Date of Birth

Position
Held with
the Trust

Year
Commenced
Service

Principal Occupation
During Past 5 Years

Other
Directorships
Held During
Past 5 Years

Daniel S. McNamara, **
Born June 1966

Trustee and Chair of the Board of Trustees

2012

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (since 2013); Director, IMCO (September 2009-April 2014); President, AMCO (August, 2011-April 2013); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (since 2011) Director of USAA Investment Management Company (IMCO) (since 2009); Chairman of Board of IMCO (since 2013); Director of USAA Asset Management Company (AMCO), (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS)(October 2009-June 2019); Director and Vice Chairman of FPS (since 2013); President and Director of USAA Investment Corporation (ICORP) (since 2010); Chairman of Board of ICORP (since 2013);
Director of USAA Financial Advisors, Inc. (FAI) (since 2013); Chairman of Board of FAI (since 2015). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

None

** Mr. McNamara and Mr. Brown are "Interested Persons" by reason of their relationships with the Adviser.

USAA Mutual Funds Trust

Supplemental Information — continued
December 31, 2019

(Unaudited)

Officers:

Name and Date of Birth

Position with
the Trust

Year
Commenced
Service

Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer,
Born February 1962

President

2019

Director of Fund Administration, Victory Capital (2004-present)

Scott A Stahorsky,
Born July 1969

Vice President

2019

Manager, Fund Administration, Victory Capital (since 2015); Senior Analyst, Fund Administration, Victory Capital (prior to 2015)

James K. De Vries,
Born April 1969

Treasurer, Principal Financial Officer

2018

Allan Shaer,
Born March 1965

Assistant Treasurer

2019

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

Carol D. Trevino,
Born October 1965

Assistant Treasurer

2018

Erin G. Wagner,
Born February 1974

Secretary

2019

Deputy General Counsel, the Adviser (since 2013)

Charles Booth,
Born April 1960

Anti-Money Laundering Compliance Officer and Identity Theft Officer

2019

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

Amy Campos,
Born July 1976

Chief Compliance Officer

2019

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Item 2. Code of Ethics.

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

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; on July 1, 2019, the Board of Trustees of USAA Mutual Funds Trust approved a Code of Ethics (“Sarbanes Code”) applicable solely to its senior financial officers, including its principal executive officer (President), as defined under the Sarbanes-Oxley Act of 2002 and implementing regulations of the Securities and Exchange Commission. A copy of the Sarbanes Code is attached as an Exhibit to this Form N-CSR.

No waivers (explicit or implicit) have been granted from a provision of the Sarbanes Code.

Item 3. Audit Committee Financial Expert.

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

(a)(2) The audit committee financial experts are Dr. Barbara B. Ostdiek, Ph.D. and Dawn M. Hawley, who are “independent” for purposes of this Item 3 of Form N-CSR.

Dr. Ostdiek has served as an Associate Professor of Management at Rice University since 2001. Dr. Ostdiek also has served as an Academic Director at El Paso Corporation Finance Center since 2002. Ms. Hawley was Chief Financial Officer, Director of Financial Planning and Analysis for AIM Management Group Inc. from October 1987 through January 2006 and was Manager of Finance at Menil Foundation, Inc. from May 2007 through June 2011. Each of Dr. Ostdiek and Ms. Hawley is an independent trustee

who serves as a member of the Audit and Compliance Committee, Product Management and Distribution Committee, and the Corporate Governance Committee of the Board of Trustees of USAA Mutual Funds Trust.

Item 4. Principal Accountant Fees and Services.

	2019		2018
(a) Audit Fees (1)	$	286,000	$	387,090
(b) Audit-Related Fees (2)	—		—
(c) Tax Fees (3)	11,320		18,122
(d) All Other Fees (4)	—		—

(1) Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Ernst & Young LLP for statutory and regulatory filings.

(2) For the fiscal years ended December 31, 2019 and December 31, 2018, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

(3) Represents the aggregate tax fee billed for professional services rendered by Ernst & Young LLP for assistance with PFIC Analyzer Service and tax consulting services.

(4) For the fiscal years ended December 31, 2019 and December 31, 2018, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

(e)(1) All audit and non-audit services to be performed for the Registrant by Ernst & Young LLP must be pre-approved by the Audit and Compliance Committee. The Audit and Compliance Committee Charter also permits the Chair of the Audit and Compliance Committee to pre-approve any permissible non-audit service that must be commenced prior to a scheduled meeting of the Audit and Compliance Committee. All non-audit services were pre-approved by the Audit and Compliance Committee or its Chair, consistent with the Audit and Compliance Committee’s preapproval procedures.

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

(f) Not applicable.

(g) Aggregate non-audit fees for services rendered to the:

	Registrant		Adviser
2019	$	11,320	$	209,512
2018	$	18,122	$	150,993

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, USAA Asset Management Company (AMCO) and its affiliate, USAA Investment Management Company (IMCO); and the Funds' transfer agent, Victory Capital Transfer Agency Inc. and prior transfer agent, USAA Shareholder Account Services (SAS), which includes aggregate fees accrued or paid to Ernst & Young, LLP for professional services rendered related to the annual study of internal controls of the transfer agent for fiscal years listed above. All services were preapproved by the Audit Committee.

Effective July 1, 2019, AMCO, the prior investment adviser to the Funds, and SAS, the prior transfer agent to the Funds, were acquired by Victory Capital Holdings, Inc. Effective July 1, 2019, Victory Capital Management Inc. is the new investment adviser and administrator to the Funds; SAS was renamed Victory Capital Transfer Agency, Inc. and is the new transfer agent to the Funds.

Ernst & Young LLP provided non-audit services to AMCO and IMCO in 2019 and 2018 and also provided certain tax services to Victory Capital Holdings, Inc. in 2019 that were not required to be pre-approved by the Registrant's Audit and Compliance Committee because the services were not directly related to the operations of the Registrant's Funds. The Board of Trustees will consider Ernst & Young LLP's independence and will consider whether the provision of these non-audit services to AMCO is compatible with maintaining Ernst & Young LLP's independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by the Adviser or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate.

Item 11. Controls and Procedures.

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

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

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

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Not applicable.

Item 13. Exhibits.

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

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

(a)(3) Not applicable.

(a)(4) 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)		USAA Mutual Fund Trust

By (Signature and Title)*			/s/ James K. De Vries
			James K. De Vries, Principal Financial Officer


Date	March 4, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*		/s/ Christopher K. Dyer
		Christopher K. Dyer, Principal Executive Officer


Date	March 4, 2020

By (Signature and Title)*		/s/ James, K. De Vries
		James K. De Vries, Principal Financial Officer


Date	March 4, 2020

USAA Mutual Funds Trust - USAA 500 Index Fund (USSPX) N-CSRCertified annual shareholder report (management investment company)