Item B.1. Background information.

a. Full name of Registrant	Victory Portfolios II
b. Investment Company Act file number ( e.g., 811-)	811-22696
c. CIK	0001547580
d. LEI	5493002SUQLUY3T5P040

Item B.2. Address and telephone number of Registrant.

a. Street 1	4900 Tiedeman Road
Street 2	4th Floor
b. City	Brooklyn
c. State, if applicable	OHIO
d. Foreign country, if applicable	UNITED STATES OF AMERICA
e. Zip code and zip code extension, or foreign postal code	44144
f. Telephone number (including country code if foreign)	800-539-3863
g. Public Website, if any	www.vcm.com

Item B.3. Location of books and records.

Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section.

Location books Record: 1
a. Name of person (e.g., a custodian of records)	Citi Fund Services Ohio, Inc.
b. Street 1	4400 Easton Commons
Street 2	Suite 200
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	614-470-8000
h. Briefly describe the books and records kept at this location:	Records relating to its functions as sub-administrator and sub-fund accountant.
Location books Record: 2
a. Name of person (e.g., a custodian of records)	Citibank N.A.
b. Street 1	388 Greenwich St.
Street 2
c. City	New York
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	10013
g. Telephone number (including country code if foreign)	813-604-4707
h. Briefly describe the books and records kept at this location:	Records relating to its function as custodian and transfer agent for certain funds.
Location books Record: 3
a. Name of person (e.g., a custodian of records)	FIS Investor Services LLC
b. Street 1	4249 Easton Way
Street 2	Suite 400
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	800-237-4851
h. Briefly describe the books and records kept at this location:	Records relating to its functions as transfer agent and dividend disbursing agent for certain funds.
Location books Record: 4
a. Name of person (e.g., a custodian of records)	Victory Capital Services, Inc.
b. Street 1	4900 Tiedeman Road
Street 2	4th Floor
c. City	Brooklyn
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	44144
g. Telephone number (including country code if foreign)	216-898-2400
h. Briefly describe the books and records kept at this location:	Records relating to its function as distributor for certain funds.
Location books Record: 5
a. Name of person (e.g., a custodian of records)	Foreside Fund Services, LLC
b. Street 1	Three Canal Plaza
Street 2	Suite 100
c. City	Portland
d. State, if applicable	MAINE
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	04101
g. Telephone number (including country code if foreign)	866-251-6920
h. Briefly describe the books and records kept at this location:	Records relating to function as distributor for certain funds.
Location books Record: 6
a. Name of person (e.g., a custodian of records)	Victory Capital Transfer Agency, Inc.
b. Street 1	15935 La Cantera Parkway
Street 2	Building Two
c. City	San Antonio
d. State, if applicable	TEXAS
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	78256
g. Telephone number (including country code if foreign)	877-660-4400
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-transfer agent for Member Class shares.
Location books Record: 7
a. Name of person (e.g., a custodian of records)	Victory Capital Management Inc.
b. Street 1	15935 La Cantera Parkway
Street 2	Building Two
c. City	San Antonio
d. State, if applicable	TEXAS
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	78256
g. Telephone number (including country code if foreign)	800-539-3863
h. Briefly describe the books and records kept at this location:	Records relating to its functions as investment adviser and administrator.

Item B.4. Initial of final filings.

Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form.

a. Is this the first filing on this form by the Registrant?	Yes No
b. Is this the last filing on this form by the Registrant?	Yes No

Item B.5. Family of investment companies.

Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically.

Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar.

a. Is the Registrant part of a family of investment companies?

Yes No

i. Full name of family of investment companies

Victory Portfolios

Item B.6. Organization.

Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act).

Indicate the classification of the Registrant by checking the applicable item below.

 a. Open-end management investment company registered under the Act on Form N-1A 
 b. Closed-end management investment company registered under the Act on Form N-2  
 c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3 
 d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4 
 e. Small business investment company registered under the Act on Form N-5 
 f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6 
 g. Unit investment trust registered under the Act on Form N-8B-2 

i. Total number of Series of the Registrant

29

Item B.7. Securities Act registration.

Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")?

Yes No

Item B.8. Directors.

Provide the information requested below about each person serving as director of the Registrant (management investment companies only):

Director Record: 1
a. Full Name	Leigh Wilson
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-04852
File Number Record: 2
File Number Record:	811-08979
Director Record: 2
a. Full Name	John Kelly
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-04852
Director Record: 3
a. Full Name	David Meyer
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-04852
Director Record: 4
a. Full Name	David Adcock
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-04852
File Number Record: 2
File Number Record:	811-08979
Director Record: 5
a. Full Name	Timothy Pettee
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-04852
Director Record: 6
a. Full Name	Nigel Andrews
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-04852
File Number Record: 2
File Number Record:	811-08979
Director Record: 7
a. Full Name	E. Lee Beard
b. CRD number, if any	002230265
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-04852
File Number Record: 2
File Number Record:	811-08979
Director Record: 8
a. Full Name	David Brown
b. CRD number, if any	004104294
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-07852
File Number Record: 2
File Number Record:	811-08979
File Number Record: 3
File Number Record:	811-04852
Director Record: 9
a. Full Name	Gloria Nelund
b. CRD number, if any	002192452
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-04852
File Number Record: 2
File Number Record:	811-08979

Item B.9. Chief compliance officer.

Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1):

Chief compliance officer Record: 1
a. Full Name	Sean Fox
b. CRD Number, if any	003131615
c. Street Address 1	4900 Tiedeman Road
Street Address 2	4th Floor
d. City	Brooklyn
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Zip code and zip code extension, or foreign postal code	44144
h. Telephone number (including country code if foreign)	XXXXXX
i. Has the chief compliance officer changed since the last filing?	Yes No

If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide:

CCO employer Record: 1
i. Name of the person	N/A
ii. Person's IRS Employer Identification Number	00-0000000

Item B.10. Matters for security holder vote.

Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters.

Were any matters submitted by the Registrant for its security holders' vote during the reporting period?

Yes No

Item B.11. Legal proceeding.

Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities.

a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period?

Yes No

b. Has any proceeding previously reported been terminated?

Yes No

Item B.12. Fidelity bond and insurance (management investment companies only).

a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period?	Yes No

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else?	Yes No
i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?	Yes No

Item B.14. Provision of financial support.

Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio.

Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period?

Yes No

Item B.15. Exemptive orders.

a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act?	Yes No
Release number Record: 1
i. If yes, provide below the release number for each order	IC-33371
Release number Record: 2
i. If yes, provide below the release number for each order	IC-31444
Release number Record: 3
i. If yes, provide below the release number for each order	IC-32519

Item B.16. Principal underwriters.

a. Provide the information requested below about each principal underwriter:

Principal underwriter Record: 1
i. Full name	Victory Capital Services, Inc.
ii. SEC file number (e.g., 8-)	008-047577
iii. CRD number	000037059
iv. LEI, if any	5493007YCZV03392KX12
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?	Yes No
Principal underwriter Record: 2
i. Full name	Foreside Fund Services, LLC
ii. SEC file number (e.g., 8-)	008-51293
iii. CRD number	000046106
iv. LEI, if any	N/A
v. State, if applicable	MAINE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?	Yes No
b. Have any principal underwriters been hired or terminated during the reporting period?	Yes No

Item B.17. Independent public accountant.

Provide the following information about eachthe independent public accountant:

Public accountant Record: 1
a. Full Name	Cohen & Company, Ltd.
b. PCAOB Number	925
c. LEI, if any	N/A
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA

f. Has the independent public accountant changed since the last filing?

Yes No

Item B.18. Report on internal control (management investment companies only).

Instruction. Small business investment companies are not required to respond to this item.

For the reporting period, did an independent public accountant's report on internal control note any material weaknesses?

Yes No

Item B.19. Audit opinion.

For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements?

Yes No

Item B.20. Change in valuation methods.

Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category.

Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period?

Yes No

Item B.21. Change in accounting principles and practices.

Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported?

Yes No

Item B.22. Net asset value error corrections (open-end management investment companies only).

a. During the reporting period, were any payments made to shareholders or shareholder accounts reprocessed as a result of an error in calculating the Registrant's net asset value (or net asset value per share)?

Yes No

Item B.23. Rule 19a-1 notice (management investment companies only).

During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)?

Yes No

General Instruction. Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below.

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Dividend Accelerator ETF
b. Series identication number, if any	S000056886
c. LEI	5493006Y0YRJCU9TI370
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Dividend Accelerator ETF
ii. Class identification number, if any	C000180597
iii. Ticker symbol, if any	VSDA

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.00000000  2. After Fund fees and expenses (i.e., net asset value): -0.37000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.06632043  2. After Fund fees and expenses (i.e., net asset value): 0.06706414   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	373,647
g. Provide the net income from securities lending activities	38.05

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	70,837.53000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,187.32000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20,999.34000000
Brokers Record: 4
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3.02000000
Brokers Record: 5
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	46.37000000
Brokers Record: 6
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	95.22000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	97,168.80000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	176,000,796.54000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	120,000.00000000
Principal Transactions Record: 3
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	38,720,584.68000000
Principal Transactions Record: 4
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,255,358.76000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

222,096,739.98000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	250,282,970.94000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 2

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares International High Div Volatility Wtd ETF
b. Series identication number, if any	S000049909
c. LEI	5493001P5SPTEKIULJ27
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	International High Div Volatility WTD ETF
ii. Class identification number, if any	C000157590
iii. Ticker symbol, if any	CID

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.11000000  2. After Fund fees and expenses (i.e., net asset value): -0.38000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.23732172  2. After Fund fees and expenses (i.e., net asset value): 0.23941929   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	490,335
g. Provide the net income from securities lending activities	6,671.16

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank, N.A., Auckland Branch
ii. LEI, if any	5493000AI27HXLDYHX23
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Citibank Europe PLC (Sweden Branch)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank, N.A., Israel Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Citibank Europe plc, Greece Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citigroup Pty Limited
ii. LEI, if any	54930079JKFNSDPRU313
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank Europe PLC (Finland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank, N.A., Singapore Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank Europe plc, Dublin (Spain)
ii. LEI, if any	5967007LIEEXZXA40G44
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank Europe PLC (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank Korea Inc.
ii. LEI, if any	DYDGRK7GSRNXQ5UFWV53
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Euroclear
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank N.A. Tokyo Branch
ii. LEI, if any	DCQFH37O1JGEEWG3HN05
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank Europe plc, Dublin
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Citibank, N.A., Hong Kong Branch
ii. LEI, if any	5493007CS9V3PVQK1115
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	157.96000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	118.43000000
Brokers Record: 3
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,491.16000000
Brokers Record: 4
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	110.66000000
Brokers Record: 5
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	28.98000000
Brokers Record: 6
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16.02000000
Brokers Record: 7
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,509.42000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	24,432.63000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,006,046.93000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	56,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

3,062,046.93000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	18,204,900.71000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 3

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Small Mid Cap Value Momentum ETF
b. Series identication number, if any	S000065161
c. LEI	549300DR31EXT2WMIN31
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares US Small Mid Cap Value Momentum ETF
ii. Class identification number, if any	C000210930
iii. Ticker symbol, if any	USVM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 5.39000000  2. After Fund fees and expenses (i.e., net asset value): 5.10000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 3.92475813  2. After Fund fees and expenses (i.e., net asset value): 3.92588150   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,471,930
g. Provide the net income from securities lending activities	34,635.21

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,175.78000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	422,020.39000000
Brokers Record: 3
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	57.72000000
Brokers Record: 4
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	260.82000000
Brokers Record: 5
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20.15000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	423,534.86000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,812,207.52000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	204,983,796.91000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

208,796,004.43000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	223,347,778.56000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 4

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Core Plus Intermediate Bond ETF
b. Series identication number, if any	S000073698
c. LEI	549300H4LTQRRZ6YWC27
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Core Plus Intermediate Bond ETF
ii. Class identification number, if any	C000230774
iii. Ticker symbol, if any	UBND

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,203,294
g. Provide the net income from securities lending activities	10,690.12

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Euroclear
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,522.94000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,522.94000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	71,625,112.40000000
Principal Transactions Record: 2
i. Full name of dealer	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,060,574.75000000
Principal Transactions Record: 3
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	60,429,700.46000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	216,195,631.13000000
Principal Transactions Record: 5
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	77,724,368.00000000
Principal Transactions Record: 6
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	144,961,292.37000000
Principal Transactions Record: 7
i. Full name of dealer	MUFG Securities Americas Inc.
ii. SEC file number	008-43026
iii. CRD number	000019685
iv. LEI, if any	K5HU16E3LMSVCCJJJ255
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	87,208,331.23000000
Principal Transactions Record: 8
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	41,573,419.37000000
Principal Transactions Record: 9
i. Full name of dealer	Mizuho Securities USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	88,389,057.04000000
Principal Transactions Record: 10
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	74,320,876.22000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,007,758,182.51000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	267,561,948.45000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 5

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Short-Term Bond ETF
b. Series identication number, if any	S000065159
c. LEI	549300I98QP59UGN5H87
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Short-Term Bond ETF
ii. Class identification number, if any	C000210928
iii. Ticker symbol, if any	USTB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,195,532
g. Provide the net income from securities lending activities	17,592.43

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Mizuho Securities USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	294,866,767.04000000
Principal Transactions Record: 2
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	315,914,357.55000000
Principal Transactions Record: 3
i. Full name of dealer	MUFG Securities Americas Inc.
ii. SEC file number	008-43026
iii. CRD number	000019685
iv. LEI, if any	K5HU16E3LMSVCCJJJ255
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	343,831,836.47000000
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	525,033,679.68000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	301,810,600.35000000
Principal Transactions Record: 6
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	294,477,411.08000000
Principal Transactions Record: 7
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	172,405,411.45000000
Principal Transactions Record: 8
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	239,396,736.79000000
Principal Transactions Record: 9
i. Full name of dealer	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	215,614,546.41000000
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	609,214,169.37000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

3,543,681,117.45000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	565,208,072.28000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 6

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Small Cap Free Cash Flow ETF
b. Series identication number, if any	S000080690
c. LEI	254900PHKM6UI5AF4K73
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	1
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Small Cap Free Cash Flow ETF
ii. Class identification number, if any	C000243212
iii. Ticker symbol, if any	SFLO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	411,052
g. Provide the net income from securities lending activities	736.94

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	213.22000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	65,496.26000000
Brokers Record: 3
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	0.01000000
Brokers Record: 4
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	35.88000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	65,745.37000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	94,083,505.34000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,000.00000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,224,926.04000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

99,356,431.38000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	37,915,267.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 7

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US 500 Enhanced Volatility Wtd ETF
b. Series identication number, if any	S000044751
c. LEI	549300Q6CRVFDKHYIW55
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US 500 Enhanced Volatility WTD ETF
ii. Class identification number, if any	C000139053
iii. Ticker symbol, if any	CFO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.06000000  2. After Fund fees and expenses (i.e., net asset value): -0.43000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09596040  2. After Fund fees and expenses (i.e., net asset value): 0.10008196   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,078,770
g. Provide the net income from securities lending activities	9,804.44

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	285.41000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	243,150.45000000
Brokers Record: 3
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	0.09000000
Brokers Record: 4
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	47,194.47000000
Brokers Record: 5
i. Full name of broker	Citadel Securities LLC
ii. SEC file number	008-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	133,197.51000000
Brokers Record: 6
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	158,238.02000000
Brokers Record: 7
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	269.10000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	582,335.05000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	12,935,134.07000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	113,156,610.31000000
Principal Transactions Record: 3
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	90,259,583.77000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

216,351,328.15000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	519,003,652.81000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 8

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Small Cap High Div Volatility Wtd ETF
b. Series identication number, if any	S000049908
c. LEI	549300GMUN0Q3JBDN646
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Small Cap High Div Volatility WTD ETF
ii. Class identification number, if any	C000157589
iii. Ticker symbol, if any	CSB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.10000000  2. After Fund fees and expenses (i.e., net asset value): -0.48000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.12116270  2. After Fund fees and expenses (i.e., net asset value): 0.12232579   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	6,613,270
g. Provide the net income from securities lending activities	106,921.28

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	815.16000000
Brokers Record: 2
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,494.27000000
Brokers Record: 3
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	818.43000000
Brokers Record: 4
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,110.98000000
Brokers Record: 5
i. Full name of broker	State Street Global Markets, LLC
ii. SEC file number	008-69862
iii. CRD number	000285852
iv. LEI, if any	549300FDEDF5ORXCMQ56
v. State, if applicable	MASSACHUSETTS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	721.02000000
Brokers Record: 6
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	549.24000000
Brokers Record: 7
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17.47000000
Brokers Record: 8
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,148.16000000
Brokers Record: 9
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	459,945.31000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	467,620.04000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	350,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	302,245,025.58000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,634,890.44000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

305,229,916.02000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	334,091,349.42000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 9

Item C.1. Background information.

a. Full Name of the Fund	Victory US 500 Enhanced Volatility Wtd Index Fund
b. Series identication number, if any	S000037778
c. LEI	54930013A2RMMP8V1Y31
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	3
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Class I
ii. Class identification number, if any	C000116527
iii. Ticker symbol, if any	CUHIX
Shares Outstanding Record: 2
i. Full name of Class	Class C
ii. Class identification number, if any	C000116526
iii. Ticker symbol, if any	CUHCX
Shares Outstanding Record: 3
i. Full name of Class	Class A
ii. Class identification number, if any	C000116524
iii. Ticker symbol, if any	CUHAX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.07000000  2. After Fund fees and expenses (i.e., net asset value): -1.12000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.69094746  2. After Fund fees and expenses (i.e., net asset value): 0.68877427   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,078,770
g. Provide the net income from securities lending activities	507.26

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	50.11

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	93.84000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,218.85000000
Brokers Record: 3
i. Full name of broker	Citadel Securities LLC
ii. SEC file number	008-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	19,168.24000000
Brokers Record: 4
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,334.11000000
Brokers Record: 5
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	272.68000000
Brokers Record: 6
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	150.36000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	40,238.08000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	84,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

84,000.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	34,495,566.21000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 10

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares WestEnd U.S. Sector ETF
b. Series identication number, if any	S000077771
c. LEI	549300BTZUOYLIN1TC42
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	WestEnd U.S. Sector ETF
ii. Class identification number, if any	C000238316
iii. Ticker symbol, if any	MODL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	53,114
g. Provide the net income from securities lending activities	1,720.33

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,519.73000000
Brokers Record: 2
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	274.40000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	175.26000000
Brokers Record: 4
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	41,902.13000000
Brokers Record: 5
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	808.97000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	54,680.49000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,614,995.79000000
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	63,617,645.70000000
Principal Transactions Record: 3
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	110,005,529.37000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

178,238,170.86000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	271,735,252.88000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 11

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Free Cash Flow ETF
b. Series identication number, if any	S000080688
c. LEI	5493000FVGQ9SU6HI752
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Free Cash Flow ETF
ii. Class identification number, if any	C000243210
iii. Ticker symbol, if any	VFLO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.13000000  2. After Fund fees and expenses (i.e., net asset value): -0.61000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.08006247  2. After Fund fees and expenses (i.e., net asset value): 0.08040149   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	558,298
g. Provide the net income from securities lending activities	0

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	164,939.29000000
Brokers Record: 2
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	125.58000000
Brokers Record: 3
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	24.48000000
Brokers Record: 4
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	0.32000000
Brokers Record: 5
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1.56000000
Brokers Record: 6
i. Full name of broker	State Street Global Markets, LLC
ii. SEC file number	008-69862
iii. CRD number	000285852
iv. LEI, if any	549300FDEDF5ORXCMQ56
v. State, if applicable	MASSACHUSETTS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	185.68000000
Brokers Record: 7
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1.50000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	165,278.41000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	94,805,207.72000000
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	51,532,907.35000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,186,358.70000000
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	566,573,486.22000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

716,097,959.99000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	175,923,018.78000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 12

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Corporate Bond ETF
b. Series identication number, if any	S000073697
c. LEI	549300KWMTK88G1WP504
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Corporate Bond ETF
ii. Class identification number, if any	C000230773
iii. Ticker symbol, if any	UCRD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,033,048
g. Provide the net income from securities lending activities	10,895.26

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Euroclear
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,613,402.96000000
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	26,962,325.60000000
Principal Transactions Record: 3
i. Full name of dealer	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	83,221,050.76000000
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	54,371,582.21000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	22,249,907.27000000
Principal Transactions Record: 6
i. Full name of dealer	MUFG Securities Americas Inc.
ii. SEC file number	008-43026
iii. CRD number	000019685
iv. LEI, if any	K5HU16E3LMSVCCJJJ255
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	43,502,198.81000000
Principal Transactions Record: 7
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,274,055.97000000
Principal Transactions Record: 8
i. Full name of dealer	Mizuho Securities USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	12,335,086.95000000
Principal Transactions Record: 9
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	23,577,071.49000000
Principal Transactions Record: 10
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,458,204.57000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

371,098,992.32000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	117,724,882.11000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 13

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares International Value Momentum ETF
b. Series identication number, if any	S000065157
c. LEI	54930087CRYWYWVYGD14
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares International Value Momentum ETF
ii. Class identification number, if any	C000210926
iii. Ticker symbol, if any	UIVM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 3.30000000  2. After Fund fees and expenses (i.e., net asset value): 2.91000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 10.27481855  2. After Fund fees and expenses (i.e., net asset value): 10.27914424   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	6,211,798
g. Provide the net income from securities lending activities	60,643.75

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank Korea Inc. (Korea (South))
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank Canada (Canada)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Citibank Europe PLC (Finland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Citibank Europe plc, Sweden Branch (Sweden)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank Europe plc, Dublin (Italy)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank, N.A., Hong Kong Branch (Hong Kong)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank Europe plc, Dublin (Spain)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Clearstream
ii. LEI, if any	2221002FP8B6YLW3VJ71
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citigroup Pty Limited (Australia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank Europe plc, Greece Branch (Greece)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank, N.A., Singapore Branch (Singapore)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank, N.A., Israel Branch (Israel)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Citibank, N.A., Auckland Branch (New Zealand)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank N.A. Tokyo Branch (Japan)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank Europe plc.(Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Euroclear
ii. LEI, if any	549300CBNW05DILT6870
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 27
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	423.66000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	59,932.63000000
Brokers Record: 3
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	90,935.37000000
Brokers Record: 4
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	523.11000000
Brokers Record: 5
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	465.51000000
Brokers Record: 6
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	205,588.52000000
Brokers Record: 7
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,599.13000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	359,467.93000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,625,672.22000000
Principal Transactions Record: 2
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	19,097,302.59000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,794,793.16000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,095,040.64000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

50,612,808.61000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	235,963,018.02000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 14

Item C.1. Background information.

a. Full Name of the Fund	Victory Market Neutral Income Fund
b. Series identication number, if any	S000037769
c. LEI	549300K0CUZCEEMBX789
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Class A
ii. Class identification number, if any	C000116490
iii. Ticker symbol, if any	CBHAX
Shares Outstanding Record: 2
i. Full name of Class	Class I
ii. Class identification number, if any	C000116493
iii. Ticker symbol, if any	CBHIX
Shares Outstanding Record: 3
i. Full name of Class	Class C
ii. Class identification number, if any	C000116492
iii. Ticker symbol, if any	CBHCX
Shares Outstanding Record: 4
i. Full name of Class	Member
ii. Class identification number, if any	C000219860
iii. Ticker symbol, if any	CBHMX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	18,076,383
g. Provide the net income from securities lending activities	270,669.2

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	549300YNO08S1SH3I683
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citigroup Pty Limited (Australia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank Taiwan Limited (Taiwan)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	TAIWAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank, N.A., Sao Paolo Branch (Brazil)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Middle East Limited (Qatar)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	QATAR
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank Europe plc, Dublin (Spain)
ii. LEI, if any	5967007LIEEXZXA40G44
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Banco de Chile
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CHILE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank, N.A., Hong Kong Branch (CHINA)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CHINA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank Europe plc Hungarian Branch Office
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	HUNGARY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank Europe plc, Sweden Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank, N.A., Auckland Branch (New Zealand)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank, N.A., Singapore Branch (Singapore)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank Korea Inc.(Korea (South))
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., Jakarta Branch (Indonesia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	INDONESIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank Europe PLC (Finland)
ii. LEI, if any	6SCPQ280AIY8EP3XFW53
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Europe plc, organizacni slozka (Czech Republic)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CZECHIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank del Peru S.A.(Peru)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PERU
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Citibank Europe plc, Dublin
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank NA UAE (NASDAQ Dubai)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank, N.A., Bangkok Branch (Thailand)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Citibank, N.A., Hong Kong Branch (Hong Kong)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Citibank NA UAE (Abu Dhabi(ADX))
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 27
i. Full name	Citibank, A.S. (Turkey)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	TURKEY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 28
i. Full name	Citibank, N.A., Mumbai Branch (India)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 29
i. Full name	Citibank, N.A., Cairo Branch (Egypt)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	EGYPT
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 30
i. Full name	Citibank, N.A., Israel Branch (Israel)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 31
i. Full name	Bank Handlowy w Warszawie SA
ii. LEI, if any	XLEZHWWOI4HFQDGL4793
iii. State, if applicable
iv. Foreign country, if applicable	POLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 32
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 33
i. Full name	Citibank Europe plc, Greece Branch (Greece)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 34
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 35
i. Full name	Citibank N.A. Tokyo Branch (Japan)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 36
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 37
i. Full name	Citibank Berhad (Malaysia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	MALAYSIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 38
i. Full name	Citibank N.A. South Africa
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 39
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 40
i. Full name	Cititrust Colombia S.A. Sociedad Fiduciaria (Colombia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	COLOMBIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 41
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 42
i. Full name	Citibank, N.A., Manila Branch (Philippines)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PHILIPPINES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 43
i. Full name	Banco Nacional de Mexico, S.A
ii. LEI, if any	2SFFM4FUIE05S37WFU55
iii. State, if applicable
iv. Foreign country, if applicable	MEXICO
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 44
i. Full name	Euroclear (Euroclear)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 45
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 46
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 47
i. Full name	AO Citibank (Russia)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	RUSSIAN FEDERATION
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 48
i. Full name	Citibank Europe PLC (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 49
i. Full name	Citibank NA UAE (Dubai (DFM))
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	5,588.30

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	325,817.82000000
Brokers Record: 2
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	517,008.25000000
Brokers Record: 3
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	449,545.74000000
Brokers Record: 4
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	641,786.96000000
Brokers Record: 5
i. Full name of broker	Citadel Securities LLC
ii. SEC file number	008-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	418,917.63000000
Brokers Record: 6
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	102,486.48000000
Brokers Record: 7
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	126,629.97000000
Brokers Record: 8
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	412,483.93000000
Brokers Record: 9
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	347,133.51000000
Brokers Record: 10
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	810,963.61000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,357,184.80000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	923,000,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	0.82000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

923,000,000.82000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,956,519,643.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	15,183,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	5,175,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	9,803,000
ii. What was the number of days that the interfund loan was outstanding?	1

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 15

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Multi-Factor Minimum Volatility ETF
b. Series identication number, if any	S000056883
c. LEI	5493004HRSYZ4WW5CD82
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Mult-Factor Minimum Volatility ETF
ii. Class identification number, if any	C000180594
iii. Ticker symbol, if any	VSMV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.00000000  2. After Fund fees and expenses (i.e., net asset value): -0.40000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.06292853  2. After Fund fees and expenses (i.e., net asset value): 0.06488451   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0
g. Provide the net income from securities lending activities	0

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,791.82000000
Brokers Record: 2
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	60.72000000
Brokers Record: 3
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,207.85000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	25,060.39000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	102,591,974.91000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,187,367.26000000
Principal Transactions Record: 3
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	31,496,787.36000000
Principal Transactions Record: 4
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,928,052.52000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

153,204,182.05000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	130,666,489.16000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 16

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US 500 Volatility Wtd ETF
b. Series identication number, if any	S000044749
c. LEI	549300N0220QBME2UW10
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US 500 Volatility WTD ETF
ii. Class identification number, if any	C000139051
iii. Ticker symbol, if any	CFA

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.00000000  2. After Fund fees and expenses (i.e., net asset value): -0.39999999  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.04989989  2. After Fund fees and expenses (i.e., net asset value): 0.05484888   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	984,595
g. Provide the net income from securities lending activities	8,324.8

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	190.44000000
Brokers Record: 2
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	100,619.48000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2.53000000
Brokers Record: 4
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20.50000000
Brokers Record: 5
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	0.75000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	100,833.70000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,172,319.18000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	154,238,026.39000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,772,898.67000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,692,163.11000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

187,875,407.35000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	524,147,466.00000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 17

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares WestEnd Economic Cycle Bond ETF
b. Series identication number, if any	S000085472
c. LEI	254900AF21V3T9RMTG12
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	1
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares WestEnd Economic Cycle Bond ETF
ii. Class identification number, if any	C000250755
iii. Ticker symbol, if any	BMDL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0
g. Provide the net income from securities lending activities	0

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,265,508.60000000
Principal Transactions Record: 2
i. Full name of dealer	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,263,091.41000000
Principal Transactions Record: 3
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,663,503.13000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,057,916.80000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,235,449.11000000
Principal Transactions Record: 6
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	197,914.06000000
Principal Transactions Record: 7
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,678.70000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

54,713,061.81000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	4,249,248.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 18

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares International Volatility Wtd ETF
b. Series identication number, if any	S000049905
c. LEI	549300PQPRGG1DP3EJ39
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	International Volatility WTD ETF
ii. Class identification number, if any	C000157586
iii. Ticker symbol, if any	CIL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.16000000  2. After Fund fees and expenses (i.e., net asset value): -0.33000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.22323171  2. After Fund fees and expenses (i.e., net asset value): 0.22111083   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,244,964
g. Provide the net income from securities lending activities	16,022.91

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank, N.A., Auckland Branch
ii. LEI, if any	5493000AI27HXLDYHX23
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank Europe plc, Dublin
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank, N.A., Israel Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank Europe plc, Greece Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank Europe plc, Sweden Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., Singapore Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank, N.A., Hong Kong Branch
ii. LEI, if any	5493007CS9V3PVQK1115
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citigroup Pty Limited
ii. LEI, if any	54930079JKFNSDPRU313
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank Europe plc (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank Europe plc, Dublin (Spain)
ii. LEI, if any	5967007LIEEXZXA40G44
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank Korea Inc.
ii. LEI, if any	DYDGRK7GSRNXQ5UFWV53
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Citibank Europe PLC (Finland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Euroclear
ii. LEI, if any	549300CBNW05DILT6870
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank N.A. Tokyo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 27
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	168.36000000
Brokers Record: 2
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21,739.44000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	359.23000000
Brokers Record: 4
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	26,305.56000000
Brokers Record: 5
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4.12000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	48,576.71000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	20,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

20,000.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	89,709,893.50000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 19

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Emerging Markets Value Momentum ETF
b. Series identication number, if any	S000065158
c. LEI	549300KFJKPEO1ORBS50
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Emerging Markets Value Momentum ETF
ii. Class identification number, if any	C000210927
iii. Ticker symbol, if any	UEVM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 7.67000000  2. After Fund fees and expenses (i.e., net asset value): 7.90000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 11.52276327  2. After Fund fees and expenses (i.e., net asset value): 11.52161664   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	530,544
g. Provide the net income from securities lending activities	18,200.31

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	124,359.92000000
Brokers Record: 2
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,190.02000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	33.58000000
Brokers Record: 4
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	85,641.03000000
Brokers Record: 5
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	780.42000000
Brokers Record: 6
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	938.40000000
Brokers Record: 7
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	272,496.47000000
Brokers Record: 8
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,318.97000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	486,758.81000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,088,521.58000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	850,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,938,521.58000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	175,977,968.41000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 20

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Nasdaq Next 50 ETF
b. Series identication number, if any	S000069387
c. LEI	5493001RP40JTP3LXW62
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Nasdaq Next 50 ETF
ii. Class identification number, if any	C000221407
iii. Ticker symbol, if any	QQQN

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.800000  2. After Fund fees and expenses (i.e., net asset value): 0.800000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.611855  2. After Fund fees and expenses (i.e., net asset value): 0.611855   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	5,187,461
g. Provide the net income from securities lending activities	62,031.47

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	93.01000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	22.41000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12.42000000
Brokers Record: 4
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	25,839.37000000
Brokers Record: 5
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	989.00000000
Brokers Record: 6
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	19,976.60000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	46,932.81000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,825,320.99000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	80,307,292.11000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	197,000.00000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	665,854.50000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

90,995,467.60000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	61,030,690.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 21

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Core Intermediate Bond ETF
b. Series identication number, if any	S000065160
c. LEI	549300E79RSORMCGYT11
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares Core Intermediate Bond ETF
ii. Class identification number, if any	C000210929
iii. Ticker symbol, if any	UITB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	7,570,958
g. Provide the net income from securities lending activities	78,233.27

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	260,486,175.42000000
Principal Transactions Record: 2
i. Full name of dealer	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	655,947,477.42000000
Principal Transactions Record: 3
i. Full name of dealer	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	207,105,431.72000000
Principal Transactions Record: 4
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	617,390,867.18000000
Principal Transactions Record: 5
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	508,770,438.04000000
Principal Transactions Record: 6
i. Full name of dealer	MUFG Securities Americas Inc.
ii. SEC file number	008-43026
iii. CRD number	000019685
iv. LEI, if any	K5HU16E3LMSVCCJJJ255
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	374,393,650.32000000
Principal Transactions Record: 7
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	195,624,037.75000000
Principal Transactions Record: 8
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	492,808,069.06000000
Principal Transactions Record: 9
i. Full name of dealer	Mizuho Securities USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	238,436,818.84000000
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	237,957,178.36000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,294,826,307.62000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,762,490,426.33000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 22

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Small Cap Volatility Wtd ETF
b. Series identication number, if any	S000049904
c. LEI	549300RO4RNI6E2H8O37
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Small Cap Volatility WTD ETF
ii. Class identification number, if any	C000157585
iii. Ticker symbol, if any	CSA

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.10999999  2. After Fund fees and expenses (i.e., net asset value): -0.50000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09746589  2. After Fund fees and expenses (i.e., net asset value): 0.09863873   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	202,057
g. Provide the net income from securities lending activities	3,217.98

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2.07000000
Brokers Record: 2
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	29.62000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	34.50000000
Brokers Record: 4
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	27,272.48000000
Brokers Record: 5
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	240.72000000
Brokers Record: 6
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	83.12000000
Brokers Record: 7
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21.96000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	27,684.47000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	190,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	31,635,467.19000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

31,825,467.19000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	28,866,296.40000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 23

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Large Cap High Div Volatility Wtd ETF
b. Series identication number, if any	S000049907
c. LEI	549300RS1Y46ILB96P77
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Large Cap High Div Volatility WTD ETF
ii. Class identification number, if any	C000157588
iii. Ticker symbol, if any	CDL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.02000000  2. After Fund fees and expenses (i.e., net asset value): -0.41000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.10125018  2. After Fund fees and expenses (i.e., net asset value): 0.09968751   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,279,968
g. Provide the net income from securities lending activities	14,103.16

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	164,883.81000000
Brokers Record: 2
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,177.79000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	238.74000000
Brokers Record: 4
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,617.78000000
Brokers Record: 5
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	567.03000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	168,485.15000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	450,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	135,005,175.82000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,938,218.32000000
Principal Transactions Record: 4
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,199,095.56000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

152,592,489.70000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	347,727,560.57000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 24

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Value Momentum ETF
b. Series identication number, if any	S000065156
c. LEI	5493006WYTPO22TMZG75
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares US Value Momentum ETF
ii. Class identification number, if any	C000210925
iii. Ticker symbol, if any	ULVM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -5.56000000  2. After Fund fees and expenses (i.e., net asset value): -5.80000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 10.75789959  2. After Fund fees and expenses (i.e., net asset value): 10.75620297   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	3,773,893
g. Provide the net income from securities lending activities	829.01

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	106,550.82000000
Brokers Record: 2
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	36,299.34000000
Brokers Record: 3
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	203.49000000
Brokers Record: 4
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	28.78000000
Brokers Record: 5
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	59.04000000
Brokers Record: 6
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	60.72000000
Brokers Record: 7
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16.41000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	143,218.60000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	150,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	59,886,253.93000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,438,218.98000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

67,474,472.91000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	162,062,882.84000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 25

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US EQ Income Enhanced Volatility Wtd ETF
b. Series identication number, if any	S000044753
c. LEI	549300DSJ7VCXV0QYG22
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Eq Income Enhanced Volatility WTD ETF
ii. Class identification number, if any	C000139055
iii. Ticker symbol, if any	CDC

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.16000000  2. After Fund fees and expenses (i.e., net asset value): -0.53000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.15998624  2. After Fund fees and expenses (i.e., net asset value): 0.16112107   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,474,824
g. Provide the net income from securities lending activities	9,729.25

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	485.76000000
Brokers Record: 2
i. Full name of broker	Citadel Securities LLC
ii. SEC file number	008-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	204,717.30000000
Brokers Record: 3
i. Full name of broker	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,582.61000000
Brokers Record: 4
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	929.37000000
Brokers Record: 5
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,257.67000000
Brokers Record: 6
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	631,047.84000000
Brokers Record: 7
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,144,311.30000000
Brokers Record: 8
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	432.63000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,987,764.48000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	263,820,650.76000000
Principal Transactions Record: 2
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	158,628,347.88000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,741,206.38000000
Principal Transactions Record: 4
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	35,539,289.30000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

474,729,494.32000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,090,355,835.48000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 26

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares THB Mid Cap ETF
b. Series identication number, if any	S000073699
c. LEI	549300TW9LLJVVBXPW32
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares THB Mid Cap ETF
ii. Class identification number, if any	C000230775
iii. Ticker symbol, if any	MDCP

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0
g. Provide the net income from securities lending activities	0

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEVADA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	81.39000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16.20000000
Brokers Record: 3
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	191.52000000
Brokers Record: 4
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	10.74000000
Brokers Record: 5
i. Full name of broker	Compass Point Research & Trading, LLC
ii. SEC file number	008-65866
iii. CRD number	000126258
iv. LEI, if any	254900VW04UOPUJ5PX70
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	226.48000000
Brokers Record: 6
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	46.26000000
Brokers Record: 7
i. Full name of broker	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,263.27000000
Brokers Record: 8
i. Full name of broker	William Blair & Company, L.L.C.
ii. SEC file number	008-02698
iii. CRD number	000001252
iv. LEI, if any	549300J0P7XYE8BMZ775
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,613.05000000
Brokers Record: 9
i. Full name of broker	Credit Suisse Securities (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7.60000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,456.51000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,201,269.82000000
Principal Transactions Record: 2
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	96,467,987.06000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

102,669,256.88000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	41,003,165.07000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 27

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares Developed Enhanced Volatility Wtd ETF
b. Series identication number, if any	S000044752
c. LEI	549300MNJFKN4HXY1215
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Developed Enhanced Volatility WTD ETF
ii. Class identification number, if any	C000139054
iii. Ticker symbol, if any	CIZ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.43000000  2. After Fund fees and expenses (i.e., net asset value): -0.89000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.41450162  2. After Fund fees and expenses (i.e., net asset value): 0.41215967   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	418,051
g. Provide the net income from securities lending activities	4,605.12

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NIGER
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank N.A. Tokyo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank, N.A., Hong Kong Branch
ii. LEI, if any	5493007CS9V3PVQK1115
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank Europe PLC (Finland)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citigroup Pty Limited
ii. LEI, if any	54930079JKFNSDPRU313
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank Europe PLC (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Europe plc, Greece Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank Europe plc (Sweden Branch)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank, N.A., Auckland Branch
ii. LEI, if any	5493000AI27HXLDYHX23
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Euroclear
ii. LEI, if any	549300CBNW05DILT6870
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank Korea Inc.
ii. LEI, if any	DYDGRK7GSRNXQ5UFWV53
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank, N.A., Singapore Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank Europe plc, Dublin
ii. LEI, if any	HHY6OGOQAUUT1FUCOL70
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Citibank Europe plc, Dublin
ii. LEI, if any	HHY6OGOQAUUT1FUCOL70
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	43,362.73000000
Brokers Record: 2
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	132.94000000
Brokers Record: 3
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	68,003.57000000
Brokers Record: 4
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	91.08000000
Brokers Record: 5
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	433.36000000
Brokers Record: 6
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	231.43000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	112,255.11000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	85,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,986,839.96000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,982,252.88000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

10,054,092.84000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	40,315,834.59000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 28

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares US Discovery Enhanced Volatility Wtd ETF
b. Series identication number, if any	S000044750
c. LEI	5493009CD7TFDJU7BM08
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	US Discovery Enhanced Volatility WTD ETF
ii. Class identification number, if any	C000139052
iii. Ticker symbol, if any	CSF

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.27000000  2. After Fund fees and expenses (i.e., net asset value): -0.62000000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.16419500  2. After Fund fees and expenses (i.e., net asset value): 0.17362142   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	293,949
g. Provide the net income from securities lending activities	4,222.05

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	299.86000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	161.60000000
Brokers Record: 3
i. Full name of broker	Academy Securities Inc.
ii. SEC file number	008-351723
iii. CRD number	000017433
iv. LEI, if any	2549000QX6RLQOZ2XC11
v. State, if applicable	DELAWARE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	210.61000000
Brokers Record: 4
i. Full name of broker	Citadel Securities LLC
ii. SEC file number	008-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	86,810.99000000
Brokers Record: 5
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9.33000000
Brokers Record: 6
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	40.02000000
Brokers Record: 7
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	90,406.21000000
Brokers Record: 8
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	82.80000000
Brokers Record: 9
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	44.26000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	178,065.68000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,396,244.59000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	50,000.00000000
Principal Transactions Record: 3
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,617,067.21000000
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,169,116.10000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

25,232,427.90000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	56,578,755.43000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 29

Item C.1. Background information.

a. Full Name of the Fund	VictoryShares WestEnd Global Equity ETF
b. Series identication number, if any	S000085471
c. LEI	2549005Q06VLS7N9P697
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	1
b. How many new Classes of shares of the Fund were added during the reporting period?	1
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	VictoryShares WestEnd Global Equity ETF
ii. Class identification number, if any	C000250754
iii. Ticker symbol, if any	GLOW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0
g. Provide the net income from securities lending activities	0

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Citibank, N.A.
ii.SEC file number ( e.g., 84- or 85- )	N/A
iii. LEI, if any	E57ODZWZ7FF32TWEFA76
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	London Stock Exchange Group PLC
ii. LEI, if any, or provide and describe other identifying number	213800QAUUUP6I445N30
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	TEXAS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7.62000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	7.62000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	008-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,437,746.60000000
Principal Transactions Record: 2
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,720.72000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,454,467.32000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	192,411.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios
SEC File number( e.g., 811- )	811-04852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios III
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No