UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington

, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:           811-04852

Victory Portfolios

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices)       (Zip code)

Citi Fund Services Ohio, Inc.,

4400 Easton Commons, Suite 200, Columbus, OH 43219

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2023

Item 1.  Reports to Stockholders.

December

31,

2023

Annual

Report

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Victory

RS

Investors

Fund

Victory

Global

Energy

Transition

Fund

vcm.com

News,

Information

And

Education

24

Hours

A

Day,

7

Days

A

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

a

convenient

way

to

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

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prices

The

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news

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a

better

investor

A

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investment

professionals

Whether

you’re

a

potential

investor

searching

for

the

fund

that

matches

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investment

philosophy,

a

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investor

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ed

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planning

tools,

or

an

investment

professional,

vcm.com

has

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seek.

Visit

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anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Portfolios

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

/

Investment

Overview

(Unaudited)

5

Investment

Objectives

and

Portfolio

Holdings

(Unaudited)

15

Schedules

of

Portfolio

Investments

Victory

RS

Partners

Fund

20

Victory

RS

Value

Fund

23

Victory

RS

Large

Cap

Alpha

Fund

25

Victory

RS

Investors

Fund

27

Victory

Global

Energy

Transition

Fund

29

Financial

Statements

Statements

of

Assets

and

Liabilities

31

Statements

of

Operations

33

Statements

of

Changes

in

Net

Assets

35

Financial

Highlights

40

Notes

to

Financial

Statements

61

Report

of

Independent

Registered

Public

Accounting

Firm

72

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

73

Proxy

Voting

and

Portfolio

Holdings

Information 

75

Expense

Examples

75

Additional

Federal

Income

Tax

Information

77

Advisory

Contract

Approval

78

Privacy

Policy

82

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

Visit

our

website

at:

vcm.com

IRA

DISTRIBUTION

WITHHOLDING

DISCLOSURE

We

generally

must

withhold

federal

income

tax

at

a

rate

of

10%

of

the

taxable

portion

of

your

distribution

and,

if

you

live

in

a

state

that

requires

state

income

tax

withholding,

at

your

state’s

tax

rate.

However,

you

may

elect

not

to

have

withholding

apply

or

to

have

income

tax

withheld

at

a

higher

rate.

Any

withholding

election

that

you

make

will

apply

to

any

subsequent

distribution

unless

and

until

you

change

or

revoke

the

election.

If

you

wish

to

make

a

withholding

election,

or

change

or

revoke

a

prior

withholding

election,

call

800-539-3863

(800-235-8396

for

Member

Class)

and

form

W-4P

(OMB

No.

1545-0074

withholding

certificate

for

pension

or

annuity

payments)

will

be

electronically

sent.

If

you

do

not

have

a

withholding

election

in

place

by

the

date

of

a

distribution,

federal

income

tax

will

be

withheld

from

the

taxable

portion

of

your

distribution

at

a

rate

of

10%.

If

you

must

pay

estimated

taxes,

you

may

be

subject

to

estimated

tax

penalties

if

your

estimated

tax

payments

are

not

sufficient

and

sufficient

tax

is

not

withheld

from

your

distribution.

For

more

specific

information,

please

consult

your

tax

adviser.

The

Funds

are

distributed

by

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

is

the

investment

adviser

to

the

Funds

and

receives

fees

from

the

Funds

for

performing

services

for

the

Funds.

This

report

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

a

current

prospectus

of

the

Victory

Funds.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

at

vcm.com

or

call

800-539-3863

(800-235-8396

for

Member

Class).

Read

it

carefully

before

you

invest

or

send

money.

The

information

in

this

report

is

based

on

data

obtained

from

recognized

services

and

sources

and

is

believed

to

be

reliable.

Any

opinions,

projections,

or

recommendations

in

this

report

are

subject

to

change

without

notice

and

are

not

intended

as

individual

investment

advice.

Past

investment

performance

of

the

Funds,

markets

or

securities

mentioned

herein

should

not

be

considered

to

be

indicative

of

future

results.

NOT

FDIC

INSURED

NO

BANK

GUARANTEE

MAY

LOSE

VALUE

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863

(800-235-8396

for

Member

Class) or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

Partners

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

As

the

year

drew

to

a

close,

financial

markets

celebrated,

and

investors

cheered

what

may

yet

be

known

as

the

“immaculate

disinflation.”

After

all

the

peculiarities

of

the

pandemic

and

the

subsequent

monetary

and

fiscal

stimuli,

is

the

economy

normalizing

and

are

we

really

on

track

for

that

proverbial

soft

landing?

That’s

what

we

believe

the

financial

market

seemed

to

be

suggesting

during

the

fourth

quarter.

The

benchmark

10-year

U.S.

Treasury,

which

rose

as

high

as

4.99%

early

in

the

fourth

quarter,

fell

to

as

low

as

3.79%

toward

the

end

of

the

year,

as

inflation

continued

to

abate,

the

labor

market

showed

signs

of

normalizing,

and

the

consumer

remained

surprisingly

resilient.

Markets

rallied

sharply,

led

by

sectors

that

had

been

most

adversely

impacted

by

higher

interest

rates

and

a

weakening

economic

environment,

such

as

financial

services

and

real

estate.

Earlier

in

the

fourth

quarter,

however,

the

picture

wasn’t

quite

so

rosy.

The

quarter

began

with

small-cap

stocks,

as

defined

by

the

Russell

2000

®

Index,

declining

6.82%

in

the

month

of

October.

Large-cap

stocks,

as

measured

by

the

Russell

1000

®

Index,

also

fell

for

the

third

consecutive

month,

declining

2.42%

in

October.

While

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

concerns

over

rising

interest

rates

overwhelmed

fundamentals

and

weighed

heavily

on

the

market.

Fortunately,

as

the

quarter

progressed,

equity

markets

flipped,

and

there

was

a

significant

move

higher

across

most

styles

beginning

in

late

October.

The

rally

was

triggered

by

growing

optimism

that

inflation

was

being

contained,

thus

giving

the

U.S.

Federal

Reserve

the

freedom

to

end

its

aggressive

interest

rate

hikes.

Yields

on

2-year

and

10-year

Treasurys

fell

88

and

120

basis

points,

respectively,

intra-quarter.

(A

basis

point

is

1/100

th

of

a

percentage

point.)

In

terms

of

the

overall

numbers

for

our

area

of

focus—domestic

value-oriented

strategies—the

Russell

3000

®

Value

Index

returned

9.83%

during

the

fourth

quarter,

bringing

the

full

year

return

to

11.66%.

In

terms

of

market

capitalizations,

small-cap

value

stocks,

as

represented

by

the

Russell

2000

®

Value

Index

(the

“Index”),

returned

15.26%

for

the

quarter.

The

Russell

Midcap

®

Value

Index

returned

12.11%

for

the

fourth

quarter,

while

large-cap

stocks,

as

represented

by

the

Russell

1000

®

Value

Index

returned

9.50%

during

the

quarter.

Indeed,

let’s

celebrate

the

good

news

and

recent

rally.

Yet

we

should

also

acknowledge

that

after

an

extended

period

of

exceedingly

low

interest

rates,

fiscal

tailwinds,

and

easy

access

to

cheap

capital,

we

are

firmly

in

a

new

regime.

This

reality

has

been

difficult

for

the

market

to

digest,

and

we’ve

seen

that

manifest

in

periods

of

volatility

and

uncertainty.

Naturally,

this

often

causes

prices

to

dislocate

from

fundamentals,

thus

creating

an

environment

that

we

believe

should

benefit

active

managers.

How

did

Victory

RS

Partners

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

15.66%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

14.65%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

outperformed

the

Index

primarily

through

stock

selection

in

the

financials

and

energy

sectors.

Our

focus

on

businesses

that

have

the

potential

for

long-term

value

creation

while

limiting

our

downside

paid

off

during

2023.

For

the

year,

the

stocks

that

provided

positive

contribution

tended

to

be

undergoing

a

unique

structural

change,

but

also

holding

a

competitive

advantage.

Within

the

financials

sector,

Primerica

Inc.

and

First

Bancorp

were

significant

positive

contributors

to

performance.

The

energy

sector

provided

other

names

that

benefitted

the

portfolio.

Gulfport

Energy

Corp.

and

Plains

GP

Holdings

LP,

Class

A

led

performance.

Where

we

struggled

was

in

the

technology

sector.

Verint

Systems,

Inc.

saw

its

share

price

fall

over

an

elongated

sales

cycle,

and

challenges

were

exacerbated

by

the

uncertainty

surrounding

the

impact

of

artificial

intelligence

technology

on

its

overall

business.

Additionally,

our

underexposure

to

more

cyclical

semiconductor

and

related

businesses

negatively

impacted

performance.

Nevertheless,

we

managed

to

outperform

the

Index

in

2023,

and

we

remain

confident

that

our

investment

philosophy

and

vetted

process,

will

help

us

deliver

longer-term

investment

results

that

will

benefit

our

investors

over

time.

Moreover,

we

continue

to

believe

that

the

current

environment

is

creating

many

potential

pockets

of

opportunities

for

astute,

long-term

investors.

Our

experience

has

taught

us

that

patience,

sticking

to

a

process,

and

maintaining

valuation

discipline

are

key

advantages

for

active

managers,

particularly

in

volatile

markets.

Our

team

continues

to

seek

and

identify

companies

that

share

two

vital

traits:

a

trend

of

improving

their

return

on

invested

capital,

and

stock

prices

trading

at

what

we

perceive

as

a

deep

discount

to

intrinsic

value.

We

believe

that

allocating

to

these

types

of

companies

is

a

means

to

generate

attractive

risk-adjusted

returns

over

longer

time

periods,

and

this

continues

to

be

a

primary

focus

for

us.

6

Victory

RS

Partners

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Net

Asset

Value

("NAV") does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Partners

Fund —

Growth

of

$10,000

1

The

unmanaged Russell

2000

®

Value

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

those

companies

in

the

Russell

2000

®

Index

with

lower

price-to-book

ratios

and

lower

forecasted

growth

values.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index. 

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

R

Class

R6

Class

Y

Member

Class

INCEPTION

DATE

7/12/95

10/13/06

6/1/23

5/1/07

11/2/20

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Russell

2000

®

Value

Index

1

One

Year

15.66%

8.99%

15.19%

N/A

16.07%

15.90%

14.65%

Five

Year

13.44%

12.10%

13.03%

N/A

13.82%

N/A

10.00%

Ten

Year

7.22%

6.59%

6.83%

N/A

7.58%

N/A

6.76%

Since

Inception

N/A

N/A

N/A

16.00%

N/A

20.50%

N/A

7

Victory

RS

Value

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

As

the

year

drew

to

a

close,

financial

markets

celebrated,

and

investors

cheered

what

may

yet

be

known

as

the

“immaculate

disinflation.”

After

all

the

peculiarities

of

the

pandemic

and

the

subsequent

monetary

and

fiscal

stimuli,

is

the

economy

normalizing

and

are

we

really

on

track

for

that

proverbial

soft

landing?

That’s

what

we

believe

the

financial

market

seemed

to

be

suggesting

during

the

fourth

quarter.

The

benchmark

10-year

U.S.

Treasury,

which

rose

as

high

as

4.99%

early

in

the

fourth

quarter,

fell

to

as

low

as

3.79%

toward

the

end

of

the

year,

as

inflation

continued

to

abate,

the

labor

market

showed

signs

of

normalizing,

and

the

consumer

remained

surprisingly

resilient.

Markets

rallied

sharply,

led

by

sectors

that

had

been

most

adversely

impacted

by

higher

interest

rates

and

a

weakening

economic

environment,

such

as

financial

services

and

real

estate.

Earlier

in

the

fourth

quarter,

however,

the

picture

wasn’t

quite

so

rosy.

The

quarter

began

with

small-cap

stocks,

as

defined

by

the

Russell

2000

®

Index,

declining

6.82%

in

the

month

of

October.

Large-cap

stocks,

as

measured

by

the

Russell

1000

®

Index,

also

fell

for

the

third

consecutive

month,

declining

2.42%

in

October.

While

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

concerns

over

rising

interest

rates

overwhelmed

fundamentals

and

weighed

heavily

on

the

market.

Fortunately,

as

the

quarter

progressed,

equity

markets

flipped,

and

there

was

a

significant

move

higher

across

most

styles

beginning

in

late

October.

The

rally

was

triggered

by

growing

optimism

that

inflation

was

being

contained,

thus

giving

the

U.S.

Federal

Reserve

the

freedom

to

end

its

aggressive

interest

rate

hikes.

Yields

on

2-year

and

10-year

Treasurys

fell

88

and

120

basis

points,

respectively,

intra-quarter.

(A

basis

point

is

1/100

th

of

a

percentage

point.)

In

terms

of

the

overall

numbers

for

our

area

of

focus—domestic

value-oriented

strategies—the

Russell

3000

®

Value

Index

returned

9.83%

during

the

fourth

quarter,

bringing

the

full

year

return

to

11.66%.

In

terms

of

market

capitalizations,

small-cap

value

stocks,

as

represented

by

the

Russell

2000

®

Value

Index

returned

15.26%

for

the

quarter.

The

Russell

Midcap

®

Value

Index

(the

“Index”)

returned

12.11%

for

the

fourth

quarter,

while

large-cap

stocks,

as

represented

by

the

Russell

1000

®

Value

Index

returned

9.50%

during

the

quarter.

Indeed,

let’s

celebrate

the

good

news

and

recent

rally.

Yet

we

should

also

acknowledge

that

after

an

extended

period

of

exceedingly

low

interest

rates,

fiscal

tailwinds,

and

easy

access

to

cheap

capital,

we

are

firmly

in

a

new

regime.

This

reality

has

been

difficult

for

the

market

to

digest,

and

we’ve

seen

that

manifest

in

periods

of

volatility

and

uncertainty.

Naturally,

this

often

causes

prices

to

dislocate

from

fundamentals,

thus

creating

an

environment

that

we

believe

should

benefit

active

managers.

How

did

Victory

RS

Value

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

7.52%

(Class

A

at

net

asset

value)

for

the

12-month

period

year

ended

December

31,

2023,

underperforming

the

Index,

which

returned

12.71%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund’s

underperformance

in

2023

was

the

result

of

our

holdings

in

the

technology

and

consumer

discretionary

sectors.

In

the

technology

sector,

Verint

Systems,

Inc.

saw

its

share

price

fall

over

an

elongated

sales

cycle,

and

the

challenges

were

exacerbated

by

the

uncertainty

surrounding

the

impact

of

artificial

intelligence

technology

on

its

overall

business.

Additionally,

under-

exposure

to

more

cyclical

semiconductor

and

related

businesses

negatively

impacted

performance.

In

consumer

discretionary,

stiff

competition

and

an

inability

to

meet

earnings

expectations

led

to

underperformance

at

The

Wendy’s

Co.

In

contrast,

the

Fund

benefitted

from

strong

performance

in

the

financials

and

utilities

sectors,

as

both

Fairfax

Financial

Holdings

Ltd.

and

Vistra

Corp.

continued

to

show

improving

returns

and

strong

free

cash

flow

generation.

At

the

end

of

the

day,

performance

was

disappointing

in

2023,

but

we

remain

confident

that

our

investment

philosophy

and

vetted

process

will

help

us

deliver

longer-term

investment

results

that

will

benefit

our

investors

over

time.

Moreover,

we

continue

to

believe

that

the

current

environment

is

creating

many

potential

pockets

of

opportunities

for

astute,

long-term

investors.

Our

experience

has

taught

us

that

patience,

sticking

to

a

process,

and

maintaining

valuation

discipline

are

key

advantages

for

active

managers,

particularly

in

volatile

markets.

Our

team

continues

to

seek

and

identify

companies

that

share

two

vital

traits:

a

trend

of

improving

their

return

on

invested

capital,

and

stock

prices

trading

at

what

we

perceive

as

a

deep

discount

to

intrinsic

value.

We

believe

that

allocating

to

these

types

of

companies

is

a

means

to

generate

attractive

risk-adjusted

returns

over

longer

time

periods,

and

this

continues

to

be

a

primary

focus

for

us.

8

Victory

RS

Value

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Value

Fund —

Growth

of

$10,000

1

The

unmanaged

Russell

Midcap

®

Value

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

Midcap

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth.

This

Index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

6/30/93

5/1/07

12/4/06

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Russell

Midcap

®

Value

Index

1

One

Year

7.52%

1.33%

6.76%

5.76%

7.14%

7.75%

12.71%

Five

Year

11.19%

9.88%

10.33%

10.33%

10.76%

11.45%

11.16%

Ten

Year

7.54%

6.90%

6.87%

6.87%

7.11%

7.78%

8.26%

9

Victory

RS

Large

Cap

Alpha

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

As

the

year

drew

to

a

close,

financial

markets

celebrated,

and

investors

cheered

what

may

yet

be

known

as

the

“immaculate

disinflation.”

After

all

the

peculiarities

of

the

pandemic

and

the

subsequent

monetary

and

fiscal

stimuli,

is

the

economy

normalizing

and

are

we

really

on

track

for

that

proverbial

soft

landing?

That’s

what

we

believe

the

financial

market

seemed

to

be

suggesting

during

the

fourth

quarter.

The

benchmark

10-year

U.S.

Treasury,

which

rose

as

high

as

4.99%

early

in

the

fourth

quarter,

fell

to

as

low

as

3.79%

toward

the

end

of

the

year,

as

inflation

continued

to

abate,

the

labor

market

showed

signs

of

normalizing,

and

the

consumer

remained

surprisingly

resilient.

Markets

rallied

sharply,

led

by

sectors

that

had

been

most

adversely

impacted

by

higher

interest

rates

and

a

weakening

economic

environment,

such

as

financial

services

and

real

estate.

Earlier

in

the

fourth

quarter,

however,

the

picture

wasn’t

quite

so

rosy.

The

quarter

began

with

small-cap

stocks,

as

defined

by

the

Russell

2000

®

Index,

declining

6.82%

in

the

month

of

October.

Large-cap

stocks,

as

measured

by

the

Russell

1000

®

Index,

also

fell

for

the

third

consecutive

month,

declining

2.42%

in

October.

While

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

concerns

over

rising

interest

rates

overwhelmed

fundamentals

and

weighed

heavily

on

the

market.

Fortunately,

as

the

quarter

progressed,

equity

markets

flipped,

and

there

was

a

significant

move

higher

across

most

styles

beginning

in

late

October.

The

rally

was

triggered

by

growing

optimism

that

inflation

was

being

contained,

thus

giving

the

U.S.

Federal

Reserve

the

freedom

to

end

its

aggressive

interest

rate

hikes.

Yields

on

2-year

and

10-year

Treasurys

fell

88

and

120

basis

points,

respectively,

intra-quarter.

(A

basis

point

is

1/100

th

of

a

percentage

point.)

In

terms

of

the

overall

numbers

for

our

area

of

focus—domestic

value-oriented

strategies—the

Russell

3000

®

Value

Index

returned

9.83%

during

the

fourth

quarter,

bringing

the

full

year

return

to

11.66%.

In

terms

of

market

capitalizations,

small-cap

value

stocks,

as

represented

by

the

Russell

2000

®

Value

Index

returned

15.26%

for

the

quarter.

The

Russell

Midcap

®

Value

Index

returned

12.11%

for

the

fourth

quarter,

while

large-cap

stocks,

as

represented

by

the

Russell

1000

®

Value

Index

(the

“Index”)

returned

9.50%

during

the

quarter.

Indeed,

let’s

celebrate

the

good

news

and

recent

rally.

Yet

we

should

also

acknowledge

that

after

an

extended

period

of

exceedingly

low

interest

rates,

fiscal

tailwinds,

and

easy

access

to

cheap

capital,

we

are

firmly

in

a

new

regime.

This

reality

has

been

difficult

for

the

market

to

digest,

and

we’ve

seen

that

manifest

in

periods

of

volatility

and

uncertainty.

Naturally,

this

often

causes

prices

to

dislocate

from

fundamentals,

thus

creating

an

environment

that

we

believe

should

benefit

active

managers.

How

did

Victory

RS

Large

Cap

Alpha

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

13.25%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

11.46%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

outperformed

the

Index

primarily

through

stock

selection

in

the

financials

and

utilities

sectors.

Our

focus

on

businesses

that

have

the

potential

for

long-term

value

creation

while

limiting

our

downside

paid

off

during

2023.

For

the

year,

the

stocks

that

provided

positive

contribution

tended

to

be

undergoing

a

unique

structural

change,

but

also

holding

a

competitive

advantage.

Within

the

financials

sector,

Fairfax

Financial

Holdings

Ltd.

and

Cboe

Global

Markets

Inc.

were

significant

positive

contributors

to

performance.

The

utilities

sector

provided

other

names

that

benefitted

the

portfolio.

Specifically,

Vistra

Corp.

was

a

positive

contributor

as

a

result

of

improving

cash

flows.

Where

we

struggled

was

in

the

communication

services

and

energy

sectors.

Despite

solid

stock

selection,

our

underweight

to

this

sector

negatively

impacted

performance.

Within

energy,

falling

oil

and

gas

prices

negatively

impacted

cashflows

and

performance

of

several

of

our

holdings.

At

the

end

of

the

day,

however,

we

managed

to

outperform

the

Index

in

2023,

and

we

remain

confident

that

our

investment

philosophy

and

vetted

process

will

enable

us

to

deliver

longer-term

investment

results

that

will

benefit

our

investors

over

time.

Moreover,

we

continue

to

believe

that

the

current

environment

is

creating

many

potential

pockets

of

opportunities

for

astute,

long-term

investors.

Our

experience

has

taught

us

that

patience,

sticking

to

a

process,

and

maintaining

valuation

discipline

are

key

advantages

for

active

managers,

particularly

in

volatile

markets.

Our

team

continues

to

seek

and

identify

companies

that

share

two

vital

traits:

a

trend

of

improving

their

return

on

invested

capital,

and

stock

prices

trading

at

what

we

perceive

as

a

deep

discount

to

intrinsic

value.

We

believe

that

allocating

to

these

types

of

companies

is

a

means

to

generate

attractive

risk-adjusted

returns

over

longer

time

periods,

and

this

continues

to

be

a

primary

focus

for

us.

10

Victory

RS

Large

Cap

Alpha

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Large

Cap

Alpha

Fund —

Growth

of

$10,000

1

The

unmanaged

Russell

1000

®

Value

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

1000

®

Index

companies

with

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

2

The

unmanaged S&P

500

® 

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

common

stocks

of

500

leading

U.S.

companies. This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

6/1/72

8/7/00

5/15/01

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Russell

1000

®

Value

Index

1

S&P

500

®

Index

2

One

Year

13.25%

6.75%

12.37%

11.37%

12.85%

13.51%

11.46%

26.29%

Five

Year

11.44%

10.13%

10.56%

10.56%

11.03%

11.68%

10.91%

15.69%

Ten

Year

8.30%

7.67%

7.61%

7.61%

7.91%

8.53%

8.40%

12.03%

11

Victory

RS

Investors

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

As

the

year

drew

to

a

close,

financial

markets

celebrated,

and

investors

cheered

what

may

yet

be

known

as

the

“immaculate

disinflation.”

After

all

the

peculiarities

of

the

pandemic

and

the

subsequent

monetary

and

fiscal

stimuli,

is

the

economy

normalizing

and

are

we

really

on

track

for

that

proverbial

soft

landing?

That’s

what

we

believe

the

financial

market

seemed

to

be

suggesting

during

the

fourth

quarter.

The

benchmark

10-year

U.S.

Treasury,

which

rose

as

high

as

4.99%

early

in

the

fourth

quarter,

fell

to

as

low

as

3.79%

toward

the

end

of

the

year,

as

inflation

continued

to

abate,

the

labor

market

showed

signs

of

normalizing,

and

the

consumer

remained

surprisingly

resilient.

Markets

rallied

sharply,

led

by

sectors

that

had

been

most

adversely

impacted

by

higher

interest

rates

and

a

weakening

economic

environment,

such

as

financial

services

and

real

estate.

Earlier

in

the

fourth

quarter,

however,

the

picture

wasn’t

quite

so

rosy.

The

quarter

began

with

small-cap

stocks,

as

defined

by

the

Russell

2000

®

Index,

declining

6.82%

in

the

month

of

October.

Large-cap

stocks,

as

measured

by

the

Russell

1000

®

Index,

also

fell

for

the

third

consecutive

month,

declining

2.42%

in

October.

While

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

concerns

over

rising

interest

rates

overwhelmed

fundamentals

and

weighed

heavily

on

the

market.

Fortunately,

as

the

quarter

progressed,

equity

markets

flipped,

and

there

was

a

significant

move

higher

across

most

styles

beginning

in

late

October.

The

rally

was

triggered

by

growing

optimism

that

inflation

was

being

contained,

thus

giving

the

U.S.

Federal

Reserve

the

freedom

to

end

its

aggressive

interest

rate

hikes.

Yields

on

2-year

and

10-year

Treasurys

fell

88

and

120

basis

points,

respectively,

intra-quarter.

(A

basis

point

is

1/100th

of

a

percentage

point.)

In

terms

of

the

overall

numbers

for

our

area

of

focus—domestic

value-oriented

strategies—the

Russell

3000

®

Value

Index

(the

“Index”)

returned

9.83%

during

the

fourth

quarter,

bringing

the

full

year

return

to

11.66%.

In

terms

of

market

capitalizations,

small-cap

value

stocks,

as

represented

by

the

Russell

2000

®

Value

Index

returned

15.26%

for

the

quarter.

The

Russell

Midcap

®

Value

Index

returned

12.11%

for

the

fourth

quarter,

while

large-cap

stocks,

as

represented

by

the

Russell

1000

®

Value

Index

returned

9.50%

during

the

quarter.

Indeed,

let’s

celebrate

the

good

news

and

recent

rally.

Yet

we

should

also

acknowledge

that

after

an

extended

period

of

exceedingly

low

interest

rates,

fiscal

tailwinds,

and

easy

access

to

cheap

capital,

we

are

firmly

in

a

new

regime.

This

reality

has

been

difficult

for

the

market

to

digest,

and

we’ve

seen

that

manifest

in

periods

of

volatility

and

uncertainty.

Naturally,

this

often

causes

prices

to

dislocate

from

fundamentals,

thus

creating

an

environment

that

we

believe

should

benefit

active

managers.

How

did

Victory

RS

Investors

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

13.17%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

11.66%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

outperformed

the

Index

primarily

through

stock

selection

in

the

financials

and

utilities

sectors.

Our

focus

on

businesses

that

have

the

potential

for

long-term

value

creation

while

limiting

our

downside

paid

off

during

2023.

For

the

year,

the

stocks

that

provided

positive

contribution

tended

to

be

undergoing

a

unique

structural

change,

but

also

holding

a

competitive

advantage.

Within

the

financials

sector,

Fairfax

Financial

Holdings

Ltd.

and

Cboe

Global

Markets

Inc.

were

significant

positive

contributors

to

performance.

The

utilities

sector

provided

other

names

that

benefitted

the

portfolio.

Specifically,

Vistra

Corp.

was

a

positive

contributor

as

a

result

of

improving

cash

flows.

Where

we

struggled

was

in

the

technology

sector.

Verint

Systems,

Inc.

saw

its

share

price

fall

over

an

elongated

sales

cycle,

and

the

challenges

were

exacerbated

by

the

uncertainty

surrounding

the

impact

of

artificial

intelligence

technology

on

its

overall

business.

Additionally,

under

exposure

to

more

cyclical

semiconductor

and

related

businesses

negatively

impacted

performance.

At

the

end

of

the

day,

we

managed

to

outperform

the

Index

in

2023,

and

we

remain

confident

that

our

investment

philosophy

and

process

will

help

us

deliver

longer-term

investment

results

that

will

benefit

our

investors

over

time.

Moreover,

we

continue

to

believe

that

the

current

environment

is

creating

many

potential

pockets

of

opportunities

for

astute,

long-term

investors.

Our

experience

has

taught

us

that

patience,

sticking

to

a

process,

and

maintaining

valuation

discipline

are

key

advantages

for

active

managers,

particularly

in

volatile

markets.

Our

team

continues

to

seek

and

identify

companies

that

share

two

vital

traits:

a

trend

of

improving

their

return

on

invested

capital,

and

stock

prices

trading

at

what

we

perceive

as

a

deep

discount

to

intrinsic

value.

We

believe

that

allocating

to

these

types

of

companies

is

a

means

to

generate

attractive

risk-adjusted

returns

over

longer

time

periods,

and

this

continues

to

be

a

primary

focus

for

us.

12

Victory

RS

Investors

Fund

Investment

Overview

(Unaudited)

`

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Investors

Fund —

Growth

of

$10,000

1

The

unmanaged

Russell

3000

®

Value

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

those

companies

in

the

Russell

3000

®

index

with

lower

price-to-book

ratios

and

lower

forecasted

growth

values.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

11/15/05

7/24/07

1/3/07

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Russell

3000

®

Value

Index

1

One

Year

13.17%

6.66%

12.38%

11.38%

12.45%

13.52%

11.66%

Five

Year

11.91%

10.59%

11.09%

11.09%

11.21%

12.22%

10.84%

Ten

Year

7.36%

6.73%

6.73%

6.73%

6.73%

7.67%

8.28%

13

Victory

Global

Energy

Transistion

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Inflation

fell

after

spiking

in

2022,

leading

the

U.S.

Federal

Reserve

to

signal

an

end

to

rate

hikes

with

potential

cuts

in

2024.

Broad

equity

markets

rallied,

led

by

tech.

Commodity

prices

declined

with

the

S&P

GSCI

®

price

index

falling

12.2%.

Lithium

and

Nickel,

which

saw

some

of

the

highest

gains

in

2022,

fell

80.4%

and

45.0%

respectively,

a

reminder

of

the

cyclical

and

volatile

nature

of

commodity

prices.

How

did

Victory

Global

Energy

Transition

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

-8.68%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

MSCI

World

Commodity

Producers

Index,

which

returned

1.61%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

We

stuck

to

our

longstanding

process

during

the

reporting

period.

We

seek

to

identify

companies

that,

over

a

market

cycle

for

commodity

prices,

have

the

potential

to

compound

net

asset

value

(“NAV”)

and

as

a

result,

generate

excess

returns

relative

to

simply

owning

the

commodity

itself.

Our

focus

is

on

industries

that

will

be

required

for

the

Energy

Transition,

which

we

define

as

the

global

effort

to

simultaneously

decarbonize

energy

systems

and

expand

access

to

affordable,

sustainable

energy

services

around

the

world.

We

seek

exposure

to

“advantaged

producers”

of

those

natural

resources

who

are

favorably

positioned

on

the

supply

cost

curve

and

can

generate

an

intrinsic

rate

of

return

in

excess

of

the

underlying

commodity.

We

asses

our

investment

universe

at

the

asset

level

based

on

proved

reserves

and

conservative

commodity

price

assumptions.

We

seek

to

own

securities

trading

at

a

discount

to

our

assessment

of

current

NAV.

We

view

this

process

and

the

intrinsic

return

generated

by

structurally

advantaged

producers

as

the

primary

driver

of

returns

for

our

portfolio.

While

we

believe

decarbonization

efforts

are

adding

inflationary

pressures

to

many

supply-constrained

commodities,

we

do

not

attempt

to

forecast

commodity

price

or

demand

increases

and

view

these

catalysts

as

additional

upside

potential

for

the

investors

in

our

strategy.

We

believe

our

longstanding

process

allows

us

to

look

past

the

inherent

price

swings

in

commodity

markets

and

provides

a

framework

for

adjusting

exposures

when

advantaged

producer

equites

are

trading

at

a

discount

or

premium

to

our

assessment

of

net

asset

value.

The

last

half

of

2023

provided

a

fertile

ground

for

value

investing,

and

we

believe

the

Fund

is

well

positioned

and

trading

at

a

steep

discount

to

NAV.

14

Victory

Global

Energy

Transition

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

Global

Energy

Transition

Fund —

Growth

of

$10,000

fun

1

The

unmanaged

MSCI

World

Commodity

Producers

Index

captures

the

global

opportunity

set

of

commodity

producers

in

the

energy,

metal

and

agricultural

sectors.

Constituents

are

selected

from

the

equity

universe

of

MSCI

World,

the

parent

index,

which

covers

large-

and

mid-cap

securities

across

developed

markets.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

2

The

unmanaged

S&P

North

American

Natural

Resources

Sector

Index is

a

modified

cap-weighted

index

designed

as

a

benchmark

for

U.S.-traded

securities

in

the

natural

resources

sector.

The

index

includes

companies

involved

in

the

following

categories:

extractive

industries,

energy

companies,

owners

and

operations

or

timber

tracts,

forestry

services,

producers

of

pulp

and

paper,

and

owners

of

plantations.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index. 

3

The

unmanaged

S&P

500

® 

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

common

stocks

of

500

leading

U.S.

companies.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

11/15/95

5/1/07

12/4/06

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

MSCI

World

Commodity

Producers

Index

1

S&P

North

American

Natural

Resources

Sector

Index

2

S&P

500

®

Index

3

One

Year

-8.68%

-13.93%

-9.42%

-10.32%

-9.03%

-8.37%

1.61%

3.66%

26.29%

Five

Year

16.76%

15.39%

15.82%

15.82%

16.31%

17.14%

10.89%

13.13%

15.69%

Ten

Year

-1.41%

-1.99%

-2.03%

-2.03%

-1.77%

-1.08%

3.26%

2.85%

12.03%

15

Victory

Portfolios

Victory

RS

Partners

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Northern

Oil

and

Gas,

Inc.

2.6%

Nomad

Foods

Ltd.

2.5%

White

Mountains

Insurance

Group

Ltd.

2.4%

Globe

Life,

Inc.

2.4%

Howard

Hughes

Holdings,

Inc.

2.4%

Granite

Construction,

Inc.

2.4%

U.S.

Foods

Holding

Corp.

2.3%

Fidelis

Insurance

Holdings

Ltd.

2.3%

First

Bancorp

2.3%

Plains

GP

Holdings

LP,

Class

A

2.2%

Financials

26.9%

Industrials

15.3%

Health

Care

9.1%

Energy

8.9%

Materials

7.2%

Consumer

Discretionary

7.1%

Real

Estate

6.8%

Information

Technology

6.5%

Consumer

Staples

4.8%

Utilities

2.9%

16

Victory

Portfolios

Victory

RS

Value

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Vistra

Corp.

3.1%

The

Progressive

Corp.

3.0%

Fairfax

Financial

Holdings

Ltd.

2.7%

Nomad

Foods

Ltd.

2.5%

TKO

Group

Holdings,

Inc.

2.5%

Leidos

Holdings,

Inc.

2.5%

U.S.

Foods

Holding

Corp.

2.5%

Globe

Life,

Inc.

2.4%

Keurig

Dr

Pepper,

Inc.

2.4%

Sealed

Air

Corp.

2.3%

Industrials

19.3%

Financials

17.0%

Real

Estate

9.1%

Health

Care

8.6%

Information

Technology

7.8%

Utilities

7.6%

Consumer

Staples

7.3%

Materials

6.8%

Consumer

Discretionary

5.9%

Energy

5.2%

17

Victory

Portfolios

Victory

RS

Large

Cap

Alpha

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Fairfax

Financial

Holdings

Ltd.

4.2%

The

Progressive

Corp.

3.8%

Alphabet,

Inc.,

Class

A

3.4%

Vistra

Corp.

3.3%

Keurig

Dr

Pepper,

Inc.

3.1%

The

Goldman

Sachs

Group,

Inc.

3.0%

Merck

&

Co.,

Inc.

2.7%

Leidos

Holdings,

Inc.

2.6%

JPMorgan

Chase

&

Co.

2.5%

The

Cigna

Group

2.5%

Financials

21.9%

Health

Care

16.4%

Industrials

14.1%

Information

Technology

7.7%

Energy

7.6%

Consumer

Staples

7.6%

Utilities

6.1%

Communication

Services

5.4%

Materials

3.5%

Consumer

Discretionary

3.5%

18

Victory

Portfolios

Victory

RS

Investors

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

The

Progressive

Corp.

5.4%

Fairfax

Financial

Holdings

Ltd.

4.8%

White

Mountains

Insurance

Group

Ltd.

4.8%

Vistra

Corp.

4.5%

Keurig

Dr

Pepper,

Inc.

4.0%

Alphabet,

Inc.,

Class

A

4.0%

Nomad

Foods

Ltd.

3.9%

TKO

Group

Holdings,

Inc.

3.7%

Plains

GP

Holdings

LP,

Class

A

3.5%

Verint

Systems,

Inc.

3.4%

Financials

19.9%

Health

Care

14.3%

Industrials

11.4%

Consumer

Staples

10.9%

Energy

9.0%

Communication

Services

7.6%

Materials

6.2%

Real

Estate

5.8%

Utilities

4.5%

Information

Technology

3.4%

19

Victory

Portfolios

Victory

Global

Energy

Transition

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

First

Quantum

Minerals

Ltd.

9.9%

Ivanhoe

Electric,

Inc.

9.6%

Whitecap

Resources,

Inc.

8.0%

Enterprise

Products

Partners

LP

6.3%

Metals

Acquisition

Ltd.,

Class

A

6.0%

Range

Resources

Corp.

4.8%

Antero

Resources

Corp.

4.7%

Linde

PLC

4.7%

Iluka

Resources

Ltd.

4.6%

Newmont

Corp.

4.6%

Materials

50.0%

Energy

36.8%

Industrials

5.8%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Partners

Fund

20

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(96.8%)

Banks

(14.4%):

Ameris

Bancorp

........................................................

166,920

$

8,855,106

First

Bancorp

..........................................................

607,700

9,996,665

Old

National

Bancorp

....................................................

564,450

9,533,560

Pinnacle

Financial

Partners,

Inc.

............................................

102,060

8,901,673

Prosperity

Bancshares,

Inc.

................................................

134,990

9,142,873

SouthState

Corp.

.......................................................

108,270

9,143,402

The

Bank

of

NT

Butterfield

&

Son

Ltd.

.......................................

60,140

1,925,081

UMB

Financial

Corp.

....................................................

71,194

5,948,259

63,446,619

Capital

Markets

(1.6%):

PJT

Partners,

Inc.

,

Class

A

................................................

69,880

7,118,676

Communication

Services

(1.5%):

Madison

Square

Garden

Sports

Corp.

(a)

.......................................

36,600

6,654,978

Consumer

Discretionary

(7.1%):

Brunswick

Corp.

.......................................................

34,680

3,355,290

Garrett

Motion,

Inc.

(a)

...................................................

485,150

4,691,400

Light

&

Wonder,

Inc.

(a)

..................................................

34,900

2,865,639

Modine

Manufacturing

Co.

(a)

..............................................

73,880

4,410,636

Taylor

Morrison

Home

Corp.

(a)

............................................

97,200

5,185,620

The

Wendy's

Co.

.......................................................

247,610

4,823,443

Under

Armour,

Inc.

,

Class

C

(a)

.............................................

731,480

6,107,858

31,439,886

Consumer

Staples

(4.8%):

Nomad

Foods

Ltd.

(a)

....................................................

644,720

10,928,004

U.S.

Foods

Holding

Corp.

(a)

...............................................

227,290

10,321,239

21,249,243

Energy

(8.9%):

California

Resources

Corp.

................................................

111,300

6,085,884

Gulfport

Energy

Corp.

(a)

.................................................

50,650

6,746,580

Liberty

Energy,

Inc.

.....................................................

296,660

5,381,412

Northern

Oil

and

Gas,

Inc.

................................................

307,400

11,395,318

Plains

GP

Holdings

LP

,

Class

A

.............................................

616,310

9,830,145

39,439,339

Health

Care

(9.1%):

Bausch

+

Lomb

Corp.

(a)

(b)

...............................................

234,420

3,999,205

Encompass

Health

Corp.

..................................................

138,310

9,228,043

Fortrea

Holdings,

Inc.

(a)

..................................................

251,830

8,788,867

Integer

Holdings

Corp.

(a)

.................................................

88,960

8,814,157

The

Ensign

Group,

Inc.

...................................................

81,660

9,163,069

39,993,341

Industrials

(15.3%):

Applied

Industrial

Technologies,

Inc.

.........................................

18,520

3,198,219

ArcBest

Corp.

.........................................................

46,310

5,566,925

Atkore,

Inc.

(a)

.........................................................

14,770

2,363,200

Finning

International,

Inc.

.................................................

137,130

3,966,202

Fluor

Corp.

(a)

.........................................................

215,400

8,437,218

Gates

Industrial

Corp.

PLC

(a)

..............................................

410,940

5,514,815

Granite

Construction,

Inc.

.................................................

204,260

10,388,664

Hayward

Holdings,

Inc.

(a)

................................................

332,880

4,527,168

ICF

International,

Inc.

...................................................

30,560

4,097,790

Janus

International

Group,

Inc.

(a)

...........................................

156,930

2,047,937

Mueller

Water

Products,

Inc.

,

Class

A

........................................

337,000

4,852,800

The

Timken

Co.

........................................................

56,080

4,494,812

Titan

Machinery,

Inc.

(a)

..................................................

143,000

4,129,840

Victory

Portfolios

Victory

RS

Partners

Fund

21

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Werner

Enterprises,

Inc.

..................................................

97,150

$

4,116,245

67,701,835

Information

Technology

(6.3%):

ACI

Worldwide,

Inc.

(a)

..................................................

147,210

4,504,626

Belden,

Inc.

...........................................................

56,800

4,387,800

CommVault

Systems,

Inc.

(a)

...............................................

77,600

6,196,360

Crane

NXT

Co.

........................................................

58,270

3,313,815

Verint

Systems,

Inc.

(a)

...................................................

342,910

9,268,857

27,671,458

Insurance

(10.9%):

Fidelis

Insurance

Holdings

Ltd.

(a)

...........................................

813,870

10,311,733

Globe

Life,

Inc.

........................................................

86,720

10,555,558

Kemper

Corp.

.........................................................

169,200

8,234,964

Primerica,

Inc.

.........................................................

40,153

8,261,881

White

Mountains

Insurance

Group

Ltd.

.......................................

7,100

10,685,571

48,049,707

Materials

(7.2%):

Axalta

Coating

Systems

Ltd.

(a)

.............................................

149,670

5,084,290

Constellium

SE

(a)

......................................................

350,040

6,986,798

Ecovyst,

Inc.

(a)

........................................................

621,540

6,072,446

Graphic

Packaging

Holding

Co.

............................................

326,350

8,044,528

Olin

Corp.

............................................................

105,490

5,691,185

31,879,247

Real

Estate

(6.8%):

COPT

Defense

Properties

.................................................

293,610

7,525,224

Equity

Commonwealth

...................................................

213,140

4,092,288

Four

Corners

Property

Trust,

Inc.

............................................

304,000

7,691,200

Howard

Hughes

Holdings,

Inc.

(a)

...........................................

122,930

10,516,662

29,825,374

Utilities

(2.9%):

ALLETE,

Inc.

.........................................................

70,380

4,304,441

Black

Hills

Corp.

.......................................................

90,495

4,882,205

ONE

Gas,

Inc.

.........................................................

56,450

3,596,994

12,783,640

Total

Common

Stocks

(Cost

$340,640,105)

427,253,343

Preferred

Stocks

(0.2%)

Information

Technology

(0.2%):

WellDoc,

Inc.

(a)

(c)

......................................................

1,587,483

587,369

Total

Preferred

Stocks

(Cost

$1,942,921)

587,369

Collateral

for

Securities

Loaned

(0.2%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(d)

........

246,770

246,770

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(d)

............

246,770

246,770

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(d)

...............

246,770

246,770

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(d)

.

246,770

246,770

Total

Collateral

for

Securities

Loaned

(Cost

$987,080)

987,080

Total

Investments

(Cost

$343,570,106)

—

97.2%

428,827,792

Other

assets

in

excess

of

liabilities

—

2.8%

12,408,336

NET

ASSETS

-

100.00%

$

441,236,128

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

12.0%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

Victory

Portfolios

Victory

RS

Partners

Fund

22

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

0.1%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(d)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Value

Fund

23

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.7%)

Communication

Services

(3.1%):

Endeavor

Group

Holdings,

Inc.

,

Class

A

.......................................

76,430

$

1,813,684

TKO

Group

Holdings,

Inc.

................................................

83,310

6,796,430

8,610,114

Consumer

Discretionary

(5.9%):

LKQ

Corp.

...........................................................

121,040

5,784,502

Mattel,

Inc.

(a)

.........................................................

202,630

3,825,654

PVH

Corp.

...........................................................

22,500

2,747,700

The

Wendy's

Co.

.......................................................

99,230

1,933,000

Toll

Brothers,

Inc.

......................................................

18,340

1,885,169

16,176,025

Consumer

Staples

(7.3%):

Keurig

Dr

Pepper,

Inc.

...................................................

197,855

6,592,529

Nomad

Foods

Ltd.

(a)

....................................................

404,710

6,859,834

U.S.

Foods

Holding

Corp.

(a)

...............................................

148,430

6,740,206

20,192,569

Energy

(5.2%):

Baker

Hughes

Co.

......................................................

97,260

3,324,347

Chesapeake

Energy

Corp.

.................................................

35,830

2,756,760

Marathon

Oil

Corp.

.....................................................

214,130

5,173,381

The

Williams

Cos.,

Inc.

..................................................

85,780

2,987,717

14,242,205

Financials

(17.0%):

Cboe

Global

Markets,

Inc.

................................................

22,940

4,096,167

Everest

Group

Ltd.

......................................................

10,290

3,638,338

Fairfax

Financial

Holdings

Ltd.

.............................................

7,930

7,317,159

Fiserv,

Inc.

(a)

..........................................................

35,380

4,699,879

Globe

Life,

Inc.

........................................................

55,240

6,723,813

Prosperity

Bancshares,

Inc.

................................................

69,740

4,723,490

The

Progressive

Corp.

...................................................

51,250

8,163,100

White

Mountains

Insurance

Group

Ltd.

.......................................

3,610

5,433,086

Wintrust

Financial

Corp.

..................................................

20,910

1,939,403

46,734,435

Health

Care

(8.6%):

Bausch

+

Lomb

Corp.

(a)

(b)

...............................................

142,800

2,436,168

Bio-Rad

Laboratories,

Inc.

,

Class

A

(a)

........................................

9,390

3,031,937

Encompass

Health

Corp.

..................................................

81,810

5,458,363

Henry

Schein,

Inc.

(a)

....................................................

52,250

3,955,848

Humana,

Inc.

..........................................................

8,480

3,882,229

Zimmer

Biomet

Holdings,

Inc.

.............................................

39,070

4,754,819

23,519,364

Industrials

(19.3%):

AGCO

Corp.

..........................................................

43,540

5,286,191

API

Group

Corp.

(a)

.....................................................

111,560

3,859,976

Curtiss-Wright

Corp.

....................................................

21,730

4,841,227

Fluor

Corp.

(a)

.........................................................

139,130

5,449,722

L3Harris

Technologies,

Inc.

...............................................

25,360

5,341,323

Leidos

Holdings,

Inc.

....................................................

62,320

6,745,517

Parker-Hannifin

Corp.

...................................................

7,300

3,363,110

Regal

Rexnord

Corp.

....................................................

11,580

1,714,072

Sensata

Technologies

Holding

PLC

..........................................

118,430

4,449,415

TFI

International,

Inc.

....................................................

46,560

6,331,229

The

Timken

Co.

........................................................

45,850

3,674,877

WESCO

International,

Inc.

................................................

11,470

1,994,404

53,051,063

Information

Technology

(7.8%):

Lam

Research

Corp.

.....................................................

3,650

2,858,899

Victory

Portfolios

Victory

RS

Value

Fund

24

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Littelfuse,

Inc.

.........................................................

14,660

$

3,922,430

Trimble,

Inc.

(a)

........................................................

82,920

4,411,344

Verint

Systems,

Inc.

(a)

...................................................

180,160

4,869,725

Zebra

Technologies

Corp.

(a)

...............................................

19,910

5,442,000

21,504,398

Materials

(6.8%):

Graphic

Packaging

Holding

Co.

............................................

208,700

5,144,455

Olin

Corp.

............................................................

67,850

3,660,507

Sealed

Air

Corp.

.......................................................

176,450

6,443,954

The

Chemours

Co.

......................................................

107,970

3,405,374

18,654,290

Real

Estate

(9.1%):

Alexandria

Real

Estate

Equities,

Inc.

.........................................

36,430

4,618,231

CubeSmart

...........................................................

101,510

4,704,989

Equity

Commonwealth

...................................................

214,730

4,122,816

Equity

LifeStyle

Properties,

Inc.

............................................

54,810

3,866,297

Invitation

Homes,

Inc.

...................................................

83,790

2,858,077

NNN

REIT,

Inc.

........................................................

114,870

4,950,897

25,121,307

Utilities

(7.6%):

CenterPoint

Energy,

Inc.

..................................................

96,930

2,769,290

FirstEnergy

Corp.

.......................................................

157,060

5,757,819

The

AES

Corp.

........................................................

199,820

3,846,535

Vistra

Corp.

...........................................................

219,890

8,470,163

20,843,807

Total

Common

Stocks

(Cost

$223,029,661)

268,649,577

Collateral

for

Securities

Loaned

(0.8%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

553,164

553,164

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

553,164

553,164

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

553,164

553,164

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

553,164

553,164

Total

Collateral

for

Securities

Loaned

(Cost

$2,212,656)

2,212,656

Total

Investments

(Cost

$225,242,317)

—

98.5%

270,862,233

Other

assets

in

excess

of

liabilities

—

1.5%

4,066,471

NET

ASSETS

-

100.00%

$

274,928,704

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

9.7%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

PLC

—

Public

Limited

Company

REIT

—

Real

Estate

Investment

Trust

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Large

Cap

Alpha

Fund

25

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.0%)

Communication

Services

(5.4%):

Alphabet,

Inc.

,

Class

A

(a)

.................................................

116,470

$

16,269,694

TKO

Group

Holdings,

Inc.

................................................

118,800

9,691,704

25,961,398

Consumer

Discretionary

(3.5%):

Amazon.com,

Inc.

(a)

....................................................

15,950

2,423,443

LKQ

Corp.

...........................................................

191,040

9,129,802

Mattel,

Inc.

(a)

.........................................................

275,120

5,194,265

16,747,510

Consumer

Staples

(7.6%):

Keurig

Dr

Pepper,

Inc.

...................................................

442,130

14,731,772

Mondelez

International,

Inc.

,

Class

A

.........................................

149,880

10,855,808

U.S.

Foods

Holding

Corp.

(a)

...............................................

239,410

10,871,608

36,459,188

Energy

(7.6%):

Chevron

Corp.

.........................................................

48,200

7,189,512

Enterprise

Products

Partners

LP

.............................................

350,040

9,223,554

Exxon

Mobil

Corp.

.....................................................

102,470

10,244,951

Marathon

Oil

Corp.

.....................................................

408,500

9,869,360

36,527,377

Financials

(21.9%):

Brown

&

Brown,

Inc.

....................................................

88,640

6,303,190

Cboe

Global

Markets,

Inc.

................................................

40,130

7,165,613

Citigroup,

Inc.

.........................................................

187,920

9,666,605

Fairfax

Financial

Holdings

Ltd.

.............................................

22,040

20,336,720

FleetCor

Technologies,

Inc.

(a)

..............................................

30,650

8,661,997

JPMorgan

Chase

&

Co.

..................................................

71,210

12,112,821

The

Goldman

Sachs

Group,

Inc.

............................................

37,460

14,450,944

The

PNC

Financial

Services

Group,

Inc.

......................................

53,290

8,251,956

The

Progressive

Corp.

...................................................

114,150

18,181,812

105,131,658

Health

Care

(16.4%):

AbbVie,

Inc.

..........................................................

65,610

10,167,582

GE

HealthCare

Technologies,

Inc.

...........................................

69,810

5,397,709

Humana,

Inc.

..........................................................

10,430

4,774,958

Johnson

&

Johnson

.....................................................

47,780

7,489,037

McKesson

Corp.

.......................................................

14,040

6,500,239

Medtronic

PLC

........................................................

118,970

9,800,749

Merck

&

Co.,

Inc.

......................................................

119,170

12,991,914

The

Cigna

Group

.......................................................

40,020

11,983,989

UnitedHealth

Group,

Inc.

.................................................

18,485

9,731,798

78,837,975

Industrials

(14.1%):

Eaton

Corp.

PLC

.......................................................

19,960

4,806,767

FedEx

Corp.

..........................................................

30,390

7,687,758

General

Dynamics

Corp.

..................................................

32,710

8,493,806

Johnson

Controls

International

PLC

..........................................

110,030

6,342,129

Leidos

Holdings,

Inc.

....................................................

115,940

12,549,345

PACCAR,

Inc.

.........................................................

61,795

6,034,282

Parker-Hannifin

Corp.

...................................................

13,440

6,191,808

RTX

Corp.

............................................................

88,662

7,460,021

Sensata

Technologies

Holding

PLC

..........................................

221,970

8,339,413

67,905,329

Information

Technology

(7.7%):

Amphenol

Corp.

,

Class

A

.................................................

85,310

8,456,780

Analog

Devices,

Inc.

....................................................

29,220

5,801,923

Applied

Materials,

Inc.

...................................................

53,560

8,680,469

Victory

Portfolios

Victory

RS

Large

Cap

Alpha

Fund

26

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Salesforce,

Inc.

(a)

......................................................

24,780

$

6,520,609

Zebra

Technologies

Corp.

(a)

...............................................

27,350

7,475,576

36,935,357

Materials

(3.5%):

PPG

Industries,

Inc.

.....................................................

53,950

8,068,223

Sealed

Air

Corp.

.......................................................

248,612

9,079,310

17,147,533

Real

Estate

(3.2%):

Equity

LifeStyle

Properties,

Inc.

............................................

114,510

8,077,536

Invitation

Homes,

Inc.

...................................................

210,620

7,184,248

15,261,784

Utilities

(6.1%):

Constellation

Energy

Corp.

................................................

38,603

4,512,305

Exelon

Corp.

..........................................................

241,740

8,678,466

Vistra

Corp.

...........................................................

414,460

15,964,999

29,155,770

Total

Common

Stocks

(Cost

$364,373,600)

466,070,879

Total

Investments

(Cost

$364,373,600)

—

97.0%

466,070,879

Other

assets

in

excess

of

liabilities

—

3.0%

14,170,932

NET

ASSETS

-

100.00%

$

480,241,811

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

6.3%

of

net

assets.

(a)

Non-income

producing

security.

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Investors

Fund

27

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(96.1%)

Communication

Services

(7.6%):

Alphabet,

Inc.

,

Class

A

(a)

.................................................

10,590

$

1,479,317

TKO

Group

Holdings,

Inc.

................................................

16,720

1,364,018

2,843,335

Consumer

Discretionary

(3.1%):

LKQ

Corp.

...........................................................

23,750

1,135,013

Consumer

Staples

(10.9%):

Keurig

Dr

Pepper,

Inc.

...................................................

44,730

1,490,404

Nomad

Foods

Ltd.

(a)

....................................................

86,620

1,468,209

U.S.

Foods

Holding

Corp.

(a)

...............................................

24,490

1,112,091

4,070,704

Energy

(9.0%):

Exxon

Mobil

Corp.

.....................................................

9,020

901,820

Northern

Oil

and

Gas,

Inc.

................................................

30,750

1,139,902

Plains

GP

Holdings

LP

,

Class

A

.............................................

81,100

1,293,545

3,335,267

Financials

(19.9%):

Brown

&

Brown,

Inc.

....................................................

14,310

1,017,584

Fairfax

Financial

Holdings

Ltd.

.............................................

1,950

1,799,301

The

Goldman

Sachs

Group,

Inc.

............................................

2,060

794,686

The

Progressive

Corp.

...................................................

12,620

2,010,114

White

Mountains

Insurance

Group

Ltd.

.......................................

1,180

1,775,912

7,397,597

Health

Care

(14.3%):

Encompass

Health

Corp.

..................................................

18,680

1,246,330

Fortrea

Holdings,

Inc.

(a)

..................................................

35,000

1,221,500

Humana,

Inc.

..........................................................

1,940

888,151

Merck

&

Co.,

Inc.

......................................................

9,230

1,006,255

Zimmer

Biomet

Holdings,

Inc.

.............................................

7,800

949,260

5,311,496

Industrials

(11.4%):

Fluor

Corp.

(a)

.........................................................

24,240

949,481

Granite

Construction,

Inc.

.................................................

22,090

1,123,497

Leidos

Holdings,

Inc.

....................................................

8,840

956,841

Sensata

Technologies

Holding

PLC

..........................................

31,980

1,201,489

4,231,308

Information

Technology

(3.4%):

Verint

Systems,

Inc.

(a)

...................................................

47,080

1,272,572

Materials

(6.2%):

Graphic

Packaging

Holding

Co.

............................................

47,300

1,165,945

Olin

Corp.

............................................................

20,960

1,130,792

2,296,737

Real

Estate

(5.8%):

Equity

Commonwealth

...................................................

59,660

1,145,472

Four

Corners

Property

Trust,

Inc.

............................................

39,340

995,302

2,140,774

Utilities

(4.5%):

Vistra

Corp.

...........................................................

43,460

1,674,079

Total

Common

Stocks

(Cost

$28,839,202)

35,708,882

Total

Investments

(Cost

$28,839,202)

—

96.1%

35,708,882

Other

assets

in

excess

of

liabilities

—

3.9%

1,462,127

NET

ASSETS

-

100.00%

$

37,171,009

Victory

Portfolios

Victory

RS

Investors

Fund

28

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

8.8%

of

net

assets.

(a)

Non-income

producing

security.

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

Global

Energy

Transition

Fund

29

See

notes

to

financial

statements.

Security

Name

Acquisition

Date

Cost

Metals

Acquisition

Ltd.,

Class

A

.................................

4/14/2023

$

–

Metals

Acquisition

Ltd.,

Class

A

(PIPE)

............................

10/12/2023

1,092,498

Security

Description

Shares

Value

Common

Stocks

(92.6%)

Chemicals

(6.7%):

Linde

PLC

............................................................

33,985

$

13,957,979

Nutrien

Ltd.

...........................................................

107,935

6,079,978

20,037,957

Industrials

(5.8%):

Energy

Vault

Holdings,

Inc.(a)(b)

...........................................

4,726,252

11,012,167

NuScale

Power

Corp.(a)(b)

................................................

1,952,293

6,423,044

17,435,211

Metals

&

Mining

(43.3%):

First

Quantum

Minerals

Ltd.

...............................................

3,637,298

29,786,915

Iluka

Resources

Ltd.

.....................................................

3,063,570

13,775,608

Ivanhoe

Electric,

Inc.(a)

..................................................

960,821

9,685,076

Ivanhoe

Electric,

Inc.(a)(b)

................................................

2,861,266

28,841,561

Metals

Acquisition

Ltd.,

Class

A(a)(c)

........................................

63,231

761,997

Metals

Acquisition

Ltd.,

Class

A(a)(b)

........................................

1,459,205

18,035,774

Metals

Acquisition

Ltd.,

Class

A

(PIPE)(a)(c)(d)

.................................

99,318

1,196,881

Newmont

Corp.

........................................................

330,490

13,678,981

Norsk

Hydro

ASA

......................................................

1,789,103

12,049,967

Sunrise

Energy

Metals

Ltd.(a)(b)(e)

..........................................

5,786,876

1,793,885

129,606,645

Oil,

Gas

&

Consumable

Fuels

(36.8%):

Antero

Resources

Corp.(a)

................................................

620,551

14,074,097

Cameco

Corp.

.........................................................

315,739

13,614,740

Cheniere

Energy,

Inc.

....................................................

17,800

3,038,638

Enterprise

Products

Partners

LP

.............................................

711,929

18,759,329

Peyto

Exploration

&

Development

Corp.

......................................

1,039,648

9,447,779

Range

Resources

Corp.

...................................................

469,008

14,276,604

Tourmaline

Oil

Corp.

....................................................

287,515

12,931,556

Whitecap

Resources,

Inc.

.................................................

3,579,485

23,964,097

110,106,840

Total

Common

Stocks

(Cost

$260,527,970)

277,186,653

Collateral

for

Securities

Loaned

(4.0%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares,

5.25%(f)

........

3,025,307

3,025,307

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares,

5.30%(f)

............

3,025,307

3,025,307

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares,

5.28%(f)

................

3,025,307

3,025,307

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares,

5.26%(f)

.

3,025,307

3,025,307

Total

Collateral

for

Securities

Loaned

(Cost

$12,101,228)

12,101,228

Total

Investments

(Cost

$272,629,198)

—

96.6%

289,287,881

Other

assets

in

excess

of

liabilities

—

3.4%

10,221,245

NET

ASSETS

-

100.00%

$

299,509,126

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

57.3%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

The

following

table

details

the

earliest

acquisition

date

and

cost

of

the

Fund's

restricted

securities

at

December

31,

2023.

(d)

Restricted

security

that

is

not

registered

under

the

Securities

Act

of

1933.

(e)

Affiliated

security.

(See

Note

9

in

the

Notes

to

Financial

Statements)

(f)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

Victory

Portfolios

Victory

Global

Energy

Transition

Fund

30

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

LP

—

Limited

Partnership

PIPE

—

Private

Investment

in

Public

Equity

PLC

—

Public

Limited

Company

Statements

of

Assets

and

Liabilities

December

31,

2023

31

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Assets:

Investments,

at

value

(Cost

$343,570,106,

$225,242,317

and

$364,373,600)

$

428,827,792‌(a)

$

270,862,233‌(b)

$

466,070,879‌

Cash

12,798,693‌

7,416,756‌

14,236,987‌

Receivables:

Interest

and

dividends

546,228‌

245,003‌

704,089‌

Capital

shares

issued

550,415‌

24,040‌

191,696‌

Investments

sold

—‌

612,624‌

—‌

From

Adviser

79,806‌

18,552‌

32,430‌

Prepaid

expenses

41,815‌

13,845‌

17,547‌

Total

Assets

442,844,749‌

279,193,053‌

481,253,628‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

987,080‌

2,212,656‌

—‌

Investments

purchased

—‌

568,828‌

271,412‌

Capital

shares

redeemed

158,724‌

1,180,647‌

399,034‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

302,050‌

196,893‌

201,192‌

Administration

fees

19,526‌

12,359‌

21,520‌

Custodian

fees

3,255‌

2,328‌

3,878‌

Transfer

agent

fees

5,036‌

4,995‌

29,600‌

Sub-Transfer

agent

fees

85,203‌

50,678‌

37,398‌

Compliance

fees

324‌

210‌

363‌

Trustees'

fees

153‌

142‌

156‌

12b-1

fees

6,466‌

5,870‌

15,981‌

Other

accrued

expenses

40,804‌

28,743‌

31,283‌

Total

Liabilities

1,608,621‌

4,264,349‌

1,011,817‌

Commitments

and

contingencies

(Note

5

)

Net

Assets:

Capital

360,890,452‌

225,511,593‌

353,682,978‌

Total

accumulated

earnings/(loss)

80,345,676‌

49,417,111‌

126,558,833‌

Net

Assets

$

441,236,128‌

$

274,928,704‌

$

480,241,811‌

Net

Assets

Class

A

$

183,203,442‌

$

163,769,127‌

$

449,496,565‌

Class

C

—‌

1,228,489‌

1,587,193‌

Class

R

2,197,784‌

697,002‌

5,252,694‌

Class

R6

2,243,638‌

—‌

—‌

Class

Y

248,103,419‌

109,234,086‌

23,905,359‌

Member

Class

5,487,845‌

—‌

—‌

Total

$

441,236,128‌

$

274,928,704‌

$

480,241,811‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

7,120,437‌

6,753,519‌

8,376,394‌

Class

C

—‌

61,196‌

37,449‌

Class

R

100,391‌

31,203‌

98,732‌

Class

R6

79,754‌

—‌

—‌

Class

Y

8,735,696‌

4,332,402‌

447,782‌

Member

Class

212,773‌

—‌

—‌

Total

16,249,051‌

11,178,320‌

8,960,357‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

25.73‌

$

24.25‌

$

53.66‌

Class

C(c)

—‌

20.07‌

42.38‌

Class

R

21.89‌

22.34‌

53.20‌

Class

R6

28.13‌

—‌

—‌

Class

Y

28.40‌

25.21‌

53.39‌

Member

Class

25.79‌

—‌

—‌

Maximum

Sales

Charge

—

Class

A

5.75%

5.75%

5.75%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

27.30‌

$

25.73‌

$

56.93‌

(a)

Includes

$976,207

of

securities

on

loan.

(b)

Includes

$2,188,286

of

securities

on

loan.

(c)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Assets

and

Liabilities

December

31,

2023

32

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Investors

Fund

Victory

Global

Energy

Transition

Fund

Assets:

Affiliated

investments,

at

value

(Cost

$—

and

$9,152,667)

$

—‌

$

1,793,885‌(a)

Unaffiliated

investments,

at

value

(Cost

$28,839,202

and

$263,476,531)

35,708,882‌

287,493,996‌(b)

Foreign

currency,

at

value

(Cost

$—

and

$49,259)

—‌

49,259‌

Cash

1,622,432‌

12,381,856‌

Receivables:

Interest

and

dividends

52,164‌

735,560‌

Capital

shares

issued

2,555‌

423,280‌

Investments

sold

—‌

9,870,853‌

From

Adviser

26,459‌

76,361‌

Prepaid

expenses

12,564‌

18,483‌

Total

Assets

37,425,056‌

312,843,533‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

—‌

12,101,228‌

Investments

purchased

121,892‌

599,140‌

Capital

shares

redeemed

75,270‌

226,295‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

30,951‌

268,755‌

Administration

fees

1,652‌

14,042‌

Custodian

fees

693‌

5,005‌

Transfer

agent

fees

1,191‌

4,925‌

Sub-Transfer

agent

fees

8,297‌

78,890‌

Compliance

fees

28‌

254‌

Trustees'

fees

127‌

138‌

12b-1

fees

798‌

2,421‌

Other

accrued

expenses

13,148‌

33,314‌

Total

Liabilities

254,047‌

13,334,407‌

Commitments

and

contingencies

(Note

5

)

Net

Assets:

Capital

28,590,496‌

2,038,194,612‌

Total

accumulated

earnings/(loss)

8,580,513‌

(1,738,685,486‌)

Net

Assets

$

37,171,009‌

$

299,509,126‌

Net

Assets

Class

A

$

15,514,595‌

$

62,032,847‌

Class

C

1,474,175‌

1,354,991‌

Class

R

921,523‌

1,360,371‌

Class

Y

19,260,716‌

234,760,917‌

Total

$

37,171,009‌

$

299,509,126‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

1,054,719‌

2,294,906‌

Class

C

120,893‌

56,762‌

Class

R

73,707‌

53,893‌

Class

Y

1,259,902‌

8,305,980‌

Total

2,509,221‌

10,711,541‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

14.71‌

$

27.03‌

Class

C(c)

12.19‌

23.87‌

Class

R

12.50‌

25.24‌

Class

Y

15.29‌

28.26‌

Maximum

Sales

Charge

—

Class

A

5.75%

5.75%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

15.61‌

$

28.68‌

(a)

Includes

$251,056

of

securities

on

loan.

(b)

Includes

$10,615,730

of

securities

on

loan.

(c)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

33

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Investment

Income:

Dividends

$

6,249,455

$

4,291,114

$

7,940,866

Interest

365,469

207,770

367,630

Securities

lending

(net

of

fees)

52,881

44,887

5,135

Foreign

tax

withholding

(57,266)

(34,492)

(63,480)

Total

Income

6,610,539

4,509,279

8,250,151

Expenses:

Investment

advisory

fees

3,599,936

2,395,512

2,332,121

Administration

fees

222,001

155,939

258,134

Sub-Administration

fees

17,000

17,000

13,500

12b-1

fees

—

Class

A

439,571

416,878

1,092,385

12b-1

fees

—

Class

C

—

13,593

22,964

12b-1

fees

—

Class

R

9,626

3,305

27,080

Custodian

fees

20,351

14,923

23,218

Transfer

agent

fees

—

Class

A

16,187

27,627

182,157

Transfer

agent

fees

—

Class

C

—

316

628

Transfer

agent

fees

—

Class

R

1,097

699

1,066

Transfer

agent

fees

—

Class

R6(a)

357

—

—

Transfer

agent

fees

—

Class

Y

1,428

1,915

664

Transfer

agent

fees

—

Member

Class

10,225

—

—

Sub-Transfer

agent

fees

—

Class

A

211,265

175,002

172,619

Sub-Transfer

agent

fees

—

Class

C

—

1,240

406

Sub-Transfer

agent

fees

—

Class

R

2,570

960

8,218

Sub-Transfer

agent

fees

—

Class

Y

233,494

116,085

15,386

Trustees'

fees

27,306

20,818

32,442

Compliance

fees

3,624

2,598

4,266

Legal

and

audit

fees

54,139

29,046

43,014

State

registration

and

filing

fees

110,846

59,779

60,694

Other

expenses

81,655

50,103

42,206

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

2,861

2,520

—

Total

Expenses

5,065,539

3,505,858

4,333,168

Expenses

waived/reimbursed

by

Adviser

(349,690)

(101,013)

(189,056)

Net

Expenses

4,715,849

3,404,845

4,144,112

Net

Investment

Income

(Loss)

1,894,690

1,104,434

4,106,039

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

19,331,597

19,797,324

21,495,329

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

37,331,993

(544,004)

32,497,987

Net

realized/unrealized

gains

(losses)

on

investments

56,663,590

19,253,320

53,993,316

Change

in

net

assets

resulting

from

operations

$

58,558,280

$

20,357,754

$

58,099,355

(a)

Victory

RS

Partners

Fund

Class

R6

commenced

operations

on

June

2,

2023.

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

34

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Investors

Fund

Victory

Global

Energy

Transition

Fund

Investment

Income:

Dividends

$

509,193

$

9,983,202

Interest

47,666

1,550,531

Securities

lending

(net

of

fees)

9,270

561,655

Foreign

tax

withholding

(5,430)

(1,066,320)

Total

Income

560,699

11,029,068

Expenses:

Investment

advisory

fees

416,071

3,922,242

Administration

fees

23,017

216,963

Sub-Administration

fees

13,500

14,625

12b-1

fees

—

Class

A

38,470

209,151

12b-1

fees

—

Class

C

9,994

21,281

12b-1

fees

—

Class

R

4,231

8,700

Custodian

fees

4,288

27,516

Transfer

agent

fees

—

Class

A

5,530

22,043

Transfer

agent

fees

—

Class

C

332

519

Transfer

agent

fees

—

Class

R

292

690

Transfer

agent

fees

—

Class

Y

668

4,601

Sub-Transfer

agent

fees

—

Class

A

11,132

112,501

Sub-Transfer

agent

fees

—

Class

C

258

1,795

Sub-Transfer

agent

fees

—

Class

R

1,260

1,939

Sub-Transfer

agent

fees

—

Class

Y

30,524

288,713

Trustees'

fees

4,720

28,342

Compliance

fees

384

3,639

Legal

and

audit

fees

11,552

70,987

State

registration

and

filing

fees

54,164

74,599

Interfund

lending

1,149

—

Other

expenses

18,260

64,653

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

—

442

Total

Expenses

649,796

5,095,941

Expenses

waived/reimbursed

by

Adviser

(151,084)

(276,677)

Net

Expenses

498,712

4,819,264

Net

Investment

Income

(Loss)

61,987

6,209,804

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

unaffiliated

investment

securities

and

foreign

currency

transactions

2,091,858

11,430,632

Net

change

in

unrealized

appreciation/depreciation

on

affiliated

investment

securities

—

(5,769,217)

Net

change

in

unrealized

appreciation/depreciation

on

unaffiliated

investment

securities

and

foreign

currency

translations

2,875,617

(43,933,051)

Net

realized/unrealized

gains

(losses)

on

investments

4,967,475

(38,271,636)

Change

in

net

assets

resulting

from

operations

$

5,029,462

$

(32,061,832)

35

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

1,894,690

$

1,822,953

$

1,104,434

$

678,266

$

4,106,039

$

3,733,310

Net

realized

gains

(losses)

19,331,597

20,984,463

19,797,324

8,930,820

21,495,329

20,320,447

Net

change

in

unrealized

appreciation/depreciation

37,331,993

(

41,210,672

)

(

544,004

)

(

19,220,752

)

32,497,987

(

48,052,387

)

Change

in

net

assets

resulting

from

operations

58,558,280

(

18,403,256

)

20,357,754

(

9,611,666

)

58,099,355

(

23,998,630

)

Distributions

to

Shareholders:

Class

A

(

9,964,856

)

(

14,065,471

)

(

10,159,173

)

(

10,380,392

)

(

5,028,347

)

(

40,238,962

)

Class

C

—

—

(

82,656

)

(

78,057

)

(

10,311

)

(

381,095

)

Class

R

(

136,041

)

(

139,039

)

(

44,199

)

(

39,545

)

(

39,700

)

(

512,985

)

Class

R6(a)

(

128,690

)

—

—

—

—

—

Class

Y

(

12,760,130

)

(

13,746,011

)

(

6,771,375

)

(

7,328,104

)

(

316,540

)

(

2,018,146

)

Member

Class

(

304,173

)

(

395,123

)

—

—

—

—

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

23,293,890

)

(

28,345,644

)

(

17,057,403

)

(

17,826,098

)

(

5,394,898

)

(

43,151,188

)

Change

in

net

assets

resulting

from

capital

transactions

57,259,261

18,483,829

(

23,290,723

)

(

12,342,276

)

(

40,747,144

)

6,717,073

Change

in

net

assets

92,523,651

(

28,265,071

)

(

19,990,372

)

(

39,780,040

)

11,957,313

(

60,432,745

)

Net

Assets:

Beginning

of

period

348,712,477

376,977,548

294,919,076

334,699,116

468,284,498

528,717,243

End

of

period

$

441,236,128

$

348,712,477

$

274,928,704

$

294,919,076

$

480,241,811

$

468,284,498

36

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

17,130,949

$

12,294,532

$

7,005,706

$

8,885,625

$

13,551,154

$

11,263,699

Distributions

reinvested

9,769,608

13,743,907

9,950,865

10,159,035

4,897,677

39,263,142

Cost

of

shares

redeemed

(

29,212,273

)

(

28,715,098

)

(

27,270,420

)

(

19,542,267

)

(

56,185,236

)

(

45,886,188

)

Total

Class

A

$

(

2,311,716

)

$

(

2,676,659

)

$

(

10,313,849

)

$

(

497,607

)

$

(

37,736,405

)

$

4,640,653

Class

C

Proceeds

from

shares

issued

$

—

$

—

$

573,522

$

440,819

$

85,433

$

502,720

Distributions

reinvested

—

—

82,656

78,057

9,380

366,127

Cost

of

shares

redeemed

—

—

(

698,627

)

(

506,372

)

(

2,325,865

)

(

2,850,908

)

Total

Class

C

$

—

$

—

$

(

42,449

)

$

12,504

$

(

2,231,052

)

$

(

1,982,061

)

Class

R

Proceeds

from

shares

issued

$

631,762

$

133,590

$

62,253

$

84,996

$

454,858

$

516,818

Distributions

reinvested

136,041

139,039

43,403

38,186

39,601

511,021

Cost

of

shares

redeemed

(

236,331

)

(

187,821

)

(

57,012

)

(

53,416

)

(

1,601,104

)

(

851,859

)

Total

Class

R

$

531,472

$

84,808

$

48,644

$

69,766

$

(

1,106,645

)

$

175,980

Class

R6(a)

Proceeds

from

shares

issued

$

2,406,780

$

—

$

—

$

—

$

—

$

—

Distributions

reinvested

128,690

—

—

—

—

—

Cost

of

shares

redeemed

(

253,573

)

—

—

—

—

—

Total

Class

R6

$

2,281,897

$

—

$

—

$

—

$

—

$

—

Class

Y

Proceeds

from

shares

issued

$

119,421,565

$

67,817,832

$

4,249,251

$

8,544,926

$

4,774,028

$

5,469,114

Distributions

reinvested

12,735,002

13,720,213

6,693,898

7,239,739

311,865

1,977,089

Cost

of

shares

redeemed

(

75,718,023

)

(

62,763,872

)

(

23,926,218

)

(

27,711,604

)

(

4,758,935

)

(

3,563,702

)

Total

Class

Y

$

56,438,544

$

18,774,173

$

(

12,983,069

)

$

(

11,926,939

)

$

326,958

$

3,882,501

Member

Class

Proceeds

from

shares

issued

$

1,414,213

$

2,720,707

$

—

$

—

$

—

$

—

Distributions

reinvested

304,173

395,123

—

—

—

—

Cost

of

shares

redeemed

(

1,399,322

)

(

814,323

)

—

—

—

—

Total

Member

Class

$

319,064

$

2,301,507

$

—

$

—

$

—

$

—

Change

in

net

assets

resulting

from

capital

transactions

$

57,259,261

$

18,483,829

$

(

23,290,723

)

$

(

12,342,276

)

$

(

40,747,144

)

$

6,717,073

37

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Victory

RS

Value

Fund

Victory

RS

Large

Cap

Alpha

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Share

Transactions:

Class

A

Issued

699,587

481,262

287,132

355,513

269,113

211,002

Reinvested

386,948

571,496

415,010

416,820

92,123

801,682

Redeemed

(

1,172,494

)

(

1,118,378

)

(

1,121,456

)

(

773,903

)

(

1,122,052

)

(

864,956

)

Total

Class

A

(

85,959

)

(

65,620

)

(

419,314

)

(

1,570

)

(

760,816

)

147,728

Class

C

Issued

—

—

28,195

21,134

2,150

11,796

Reinvested

—

—

4,189

3,832

224

9,478

Redeemed

—

—

(

34,764

)

(

23,831

)

(

59,599

)

(

65,919

)

Total

Class

C

—

—

(

2,380

)

1,135

(

57,225

)

(

44,645

)

Class

R

Issued

30,202

6,032

2,700

3,628

9,260

9,762

Reinvested

6,339

6,728

1,970

1,694

752

10,550

Redeemed

(

11,126

)

(

8,341

)

(

2,528

)

(

2,254

)

(

32,631

)

(

16,389

)

Total

Class

R

25,415

4,419

2,142

3,068

(

22,619

)

3,923

Class

R6(a)

Issued

84,212

—

—

—

—

—

Reinvested

4,650

—

—

—

—

—

Redeemed

(

9,108

)

—

—

—

—

—

Total

Class

R6

79,754

—

—

—

—

—

Class

Y

Issued

4,379,533

2,441,288

168,526

329,333

96,421

101,669

Reinvested

455,922

519,303

268,149

286,099

5,895

40,522

Redeemed

(

2,791,941

)

(

2,338,046

)

(

942,249

)

(

1,057,340

)

(

96,503

)

(

67,594

)

Total

Class

Y

2,043,514

622,545

(

505,574

)

(

441,908

)

5,813

74,597

Member

Class

Issued

57,727

104,185

—

—

—

—

Reinvested

11,999

16,381

—

—

—

—

Redeemed

(

57,074

)

(

31,891

)

—

—

—

—

Total

Member

Class

12,652

88,675

—

—

—

—

Change

in

Shares

2,075,376

650,019

(

925,126

)

(

439,275

)

(

834,847

)

181,603

(a)

Victory

RS

Partners

Fund

Class

R6

commenced

operations

June

2,

2023.

38

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Victory

Global

Energy

Transition

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

61,987

$

26,339

$

6,209,804

$

4,560,713

Net

realized

gains

(losses)

2,091,858

1,702,383

11,430,632

134,414,758

Net

change

in

unrealized

appreciation/depreciation

2,875,617

(1,723,505)

(

49,702,268)

(39,895,610)

Change

in

net

assets

resulting

from

operations

5,029,462

5,217

(32,061,832)

99,079,861

Distributions

to

Shareholders:

Class

A

(119,708)

(593,474)

(1,438,450)

(714,418)

Class

C

(8,565)

(

41,908)

(21,861)

(189)

Class

R

(5,939)

(37,686)

(27,788)

(11,014)

Class

Y

(196,301)

(1,114,859)

(6,412,119)

(3,323,209)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(330,513)

(1,787,927)

(

7,900,218)

(4,048,830)

Change

in

net

assets

resulting

from

capital

transactions

(12,671,365)

15,802,450

(70,417,823)

21,689,145

Change

in

net

assets

(7,972,416)

14,019,740

(110,379,873)

116,720,176

Net

Assets:

Beginning

of

period

45,143,425

31,123,685

409,888,999

293,168,823

End

of

period

$

37,171,009

$

45,143,425

$

299,509,126

$

409,888,999

39

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Victory

Global

Energy

Transition

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

1,178,724

$

2,946,002

$

9,967,925

$

42,038,478

Distributions

reinvested

114,083

564,633

1,392,237

689,192

Cost

of

shares

redeemed

(2,818,366)

(2,406,749)

(33,372,460)

(55,481,662)

Total

Class

A

$

(1,525,559)

$

1,103,886

$

(22,012,298)

$

(12,753,992)

Class

C

Proceeds

from

shares

issued

$

993,590

$

120,210

$

303,598

$

242,268

Distributions

reinvested

8,565

41,908

21,274

189

Cost

of

shares

redeemed

(550,672)

(1,839,725)

(1,193,354)

(1,979,269)

Total

Class

C

$

451,483

$

(1,677,607)

$

(868,482)

$

(1,736,812)

Class

R

Proceeds

from

shares

issued

$

67,572

$

88,122

$

107,502

$

675,055

Distributions

reinvested

5,939

37,686

27,788

11,014

Cost

of

shares

redeemed

(87,657)

(32,776)

(488,369)

(167,974)

Total

Class

R

$

(14,146)

$

93,032

$

(353,079)

$

518,095

Class

Y

Proceeds

from

shares

issued

$

6,638,591

$

19,799,022

$

52,042,127

$

169,662,076

Distributions

reinvested

195,963

1,113,618

5,807,819

2,993,315

Cost

of

shares

redeemed

(18,417,697)

(4,629,501)

(105,033,910)

(136,993,537)

Total

Class

Y

$

(11,583,143)

$

16,283,139

$

(47,183,964)

$

35,661,854

Change

in

net

assets

resulting

from

capital

transactions

$

(12,671,365)

$

15,802,450

$

(70,417,823)

$

21,689,145

Share

Transactions:

Class

A

Issued

85,735

217,087

321,277

1,436,545

Reinvested

7,872

42,556

51,775

23,011

Redeemed

(202,941)

(177,774)

(1,098,410)

(1,901,168)

Total

Class

A

(109,334)

81,869

(725,358)

(441,612)

Class

C

Issued

85,330

10,737

11,152

9,549

Reinvested

716

3,786

895

7

Redeemed

(48,282)

(161,053)

(44,847)

(82,155)

Total

Class

C

37,764

(146,530)

(32,800)

(72,599)

Class

R

Issued

5,697

7,591

3,765

23,316

Reinvested

484

3,323

1,106

393

Redeemed

(7,668)

(2,781)

(16,762)

(6,335)

Total

Class

R

(1,487)

8,133

(11,891)

17,374

Class

Y

Issued

471,029

1,441,483

1,611,568

5,366,764

Reinvested

12,978

80,652

206,537

95,633

Redeemed

(1,291,372)

(327,694)

(3,427,770)

(4,455,045)

Total

Class

Y

(807,365)

1,194,441

(1,609,665)

1,007,352

Change

in

Shares

(880,422)

1,137,913

(2,379,714)

510,515

Victory

Portfolios

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

40

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$23.54

$26.82

$24.21

$24.47

$20.66

Investment

Activities:

Net

investment

income

(loss)(a)

0.07

0.08

(0.09)

0.04

0.12

Net

realized

and

unrealized

gains

(losses)

3.58

(1.26)

7.14

0.07

6.12

Total

from

Investment

Activities

3.65

(1.18)

7.05

0.11

6.24

Distributions

to

Shareholders

from:

Net

investment

income

(0.22)

(0.12)

—

—

(0.21)

Net

realized

gains

(1.24)

(1.98)

(4.44)

(0.37)

(2.22)

Total

Distributions

(1.46)

(2.10)

(4.44)

(0.37)

(2.43)

Net

Asset

Value,

End

of

Period

$25.73

$23.54

$26.82

$24.21

$24.47

Total

Return

(excludes

sales

charge)(b)

15.66%

(4.54)%

29.58%

0.46%

30.69%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.37%

1.45%

1.45%

1.45%

1.45%

Net

Investment

Income

(Loss)

0.29%

0.33%

(0.29)%

0.20%

0.49%

Gross

Expenses(c)

1.40%

1.49%

1.49%

1.53%

1.52%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$183,203

$169,628

$195,053

$156,629

$193,630

Portfolio

Turnover(d)

72%

98%

64%

108%(e)

57%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

41

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$20.25

$23.41

$21.65

$22.01

$18.79

Investment

Activities:

Net

investment

income

(loss)(a)

(0.03)(b)

(0.01)

(0.17)

(0.03)

0.03

Net

realized

and

unrealized

gains

(losses)

3.08

(1.10)

6.37

0.04

5.55

Total

from

Investment

Activities

3.05

(1.11)

6.20

0.01

5.58

Distributions

to

Shareholders

from:

Net

investment

income

(0.17)

(0.07)

—

—

(0.14)

Net

realized

gains

(1.24)

(1.98)

(4.44)

(0.37)

(2.22)

Total

Distributions

(1.41)

(2.05)

(4.44)

(0.37)

(2.36)

Net

Asset

Value,

End

of

Period

$21.89

$20.25

$23.41

$21.65

$22.01

Total

Return(c)

15.19%

(4.86)%

29.15%

0.06%

30.26%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.73%

1.81%

1.81%

1.81%

1.81%

Net

Investment

Income

(Loss)

(0.12)%

(0.03)%

(0.65)%

(0.15)%

0.12%

Gross

Expenses(d)

2.29%

2.54%

2.48%

2.87%

2.63%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,198

$1,519

$1,652

$1,421

$1,510

Portfolio

Turnover(e)

72%

98%

64%

108%(f)

57%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statements

of

Operations

for

the

period

due

to

the

class

level

expenses

recognized.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(f)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

42

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Class

R6

June

2,

2023(a)

through

December

31,

2023

Net

Asset

Value,

Beginning

of

Period

$25.62

Investment

Activities:

Net

investment

income

(loss)(b)

0.04

Net

realized

and

unrealized

gains

(losses)

4.02

Total

from

Investment

Activities

4.06

Distributions

to

Shareholders

from:

Net

investment

income

(0.31)

Net

realized

gains

(1.24)

Total

Distributions

(1.55)

Net

Asset

Value,

End

of

Period

$28.13

Total

Return(c)(d)

16.00%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

0.89%

Net

Investment

Income

(Loss)(e)

0.26%

Gross

Expenses(e)(f)

2.10%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,244

Portfolio

Turnover(c)(g)

72%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

43

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$25.83

$29.21

$25.99

$26.17

$21.94

Investment

Activities:

Net

investment

income

(loss)(a)

0.17

0.19

0.02

0.12

0.21

Net

realized

and

unrealized

gains

(losses)

3.94

(1.39)

7.69

0.07

6.52

Total

from

Investment

Activities

4.11

(1.20)

7.71

0.19

6.73

Distributions

to

Shareholders

from:

Net

investment

income

(0.30)

(0.20)

(0.05)

—

(0.28)

Net

realized

gains

(1.24)

(1.98)

(4.44)

(0.37)

(2.22)

Total

Distributions

(1.54)

(2.18)

(4.49)

(0.37)

(2.50)

Net

Asset

Value,

End

of

Period

$28.40

$25.83

$29.21

$25.99

$26.17

Total

Return(b)

16.07%

(4.23)%

30.03%

0.77%

31.18%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.01%

1.12%

1.12%

1.12%

1.12%

Net

Investment

Income

(Loss)

0.62%

0.67%

0.05%

0.54%

0.82%

Gross

Expenses(c)

1.13%

1.21%

1.19%

1.23%

1.21%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$248,103

$172,847

$177,278

$168,087

$232,432

Portfolio

Turnover(d)

72%

98%

64%

108%(e)

57%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

44

See

notes

to

financial

statements.

Victory

RS

Partners

Fund

Member

Class

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

November

3,

2020(a)

through

December

31,

2020

Net

Asset

Value,

Beginning

of

Period

$23.58

$26.87

$24.22

$19.64

Investment

Activities:

Net

investment

income

(loss)(b)

0.12

0.15

(0.04)

0.01

Net

realized

and

unrealized

gains

(losses)

3.59

(1.29)

7.17

4.94

Total

from

Investment

Activities

3.71

(1.14)

7.13

4.95

Distributions

to

Shareholders

from:

Net

investment

income

(0.26)

(0.17)

(0.04)

—

Net

realized

gains

(1.24)

(1.98)

(4.44)

(0.37)

Total

Distributions

(1.50)

(2.15)

(4.48)

(0.37)

Net

Asset

Value,

End

of

Period

$25.79

$23.58

$26.87

$24.22

Total

Return(c)(d)

15.90%

(4.36)%

29.90%

25.22%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

1.18%

1.25%

1.25%

1.25%

Net

Investment

Income

(Loss)(e)

0.48%

0.59%

(0.14)%

0.36%

Gross

Expenses(e)(f)

1.57%

1.78%

3.05%

33.63%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$5,488

$4,719

$2,994

$102

Portfolio

Turnover(c)(g)

72%

98%

64%

108%(h)

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(h)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

45

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Value

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$24.04

$26.33

$23.68

$24.79

$20.28

Investment

Activities:

Net

investment

income

(loss)(a)

0.07

0.03

0.03

0.03

0.07

Net

realized

and

unrealized

gains

(losses)

1.71

(0.80)

6.34

(0.68)

6.28

Total

from

Investment

Activities

1.78

(0.77)

6.37

(0.65)

6.35

Distributions

to

Shareholders

from:

Net

investment

income

(0.15)

(0.12)

(0.11)

—

(0.14)

Net

realized

gains

(1.42)

(1.40)

(3.61)

(0.46)

(1.70)

Total

Distributions

(1.57)

(1.52)

(3.72)

(0.46)

(1.84)

Net

Asset

Value,

End

of

Period

$24.25

$24.04

$26.33

$23.68

$24.79

Total

Return

(excludes

sales

charge)(b)

7.52%

(2.97)%

27.31%

(2.59)%

31.35%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.30%

1.30%

1.30%

1.30%

1.30%

Net

Investment

Income

(Loss)

0.30%

0.13%

0.12%

0.14%

0.28%

Gross

Expenses(c)

1.34%

1.32%

1.34%

1.37%

1.35%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$163,769

$172,406

$188,881

$162,145

$207,200

Portfolio

Turnover(d)

55%

71%

69%

73%

54%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

46

See

notes

to

financial

statements.

Victory

RS

Value

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$20.16

$22.38

$20.65

$21.85

$18.08

Investment

Activities:

Net

investment

income

(loss)(a)

(0.09)(b)

(0.14)

(0.16)

(0.11)

(0.11)

Net

realized

and

unrealized

gains

(losses)

1.42

(0.68)

5.50

(0.63)

5.58

Total

from

Investment

Activities

1.33

(0.82)

5.34

(0.74)

5.47

Distributions

to

Shareholders

from:

Net

realized

gains

(1.42)

(1.40)

(3.61)

(0.46)

(1.70)

Total

Distributions

(1.42)

(1.40)

(3.61)

(0.46)

(1.70)

Net

Asset

Value,

End

of

Period

$20.07

$20.16

$22.38

$20.65

$21.85

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

6.76%

(3.71)%

26.28%

(3.35)%

30.32%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.07%

2.07%

2.07%

2.07%

2.07%

Net

Investment

Income

(Loss)

(0.45)%

(0.65)%

(0.67)%

(0.62)%

(0.50)%

Gross

Expenses(d)

2.94%

3.00%

2.33%

2.60%

2.29%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,228

$1,282

$1,398

$2,618

$4,872

Portfolio

Turnover(e)

55%

71%

69%

73%

54%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statements

of

Operations

for

the

period

due

to

the

class

level

expenses

recognized.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

47

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Value

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$22.28

$24.54

$22.27

$23.44

$19.26

Investment

Activities:

Net

investment

income

(loss)(a)

(0.02)(b)

(0.06)

(0.07)

(0.05)

(0.03)

Net

realized

and

unrealized

gains

(losses)

1.59

(0.75)

5.95

(0.66)

5.95

Total

from

Investment

Activities

1.57

(0.81)

5.88

(0.71)

5.92

Distributions

to

Shareholders

from:

Net

investment

income

(0.09)

(0.05)

—(c)

—

(0.04)

Net

realized

gains

(1.42)

(1.40)

(3.61)

(0.46)

(1.70)

Total

Distributions

(1.51)

(1.45)

(3.61)

(0.46)

(1.74)

Net

Asset

Value,

End

of

Period

$22.34

$22.28

$24.54

$22.27

$23.44

Total

Return(d)

7.14%

(3.38)%

26.77%

(2.95)%

30.89%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)

1.69%

1.69%

1.69%

1.69%

1.69%

Net

Investment

Income

(Loss)

(0.11)%

(0.26)%

(0.27)%

(0.23)%

(0.13)%

Gross

Expenses(e)

3.47%

3.07%

1.80%

4.03%

3.47%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$697

$648

$638

$677

$1,022

Portfolio

Turnover(f)

55%

71%

69%

73%

54%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statements

of

Operations

for

the

period

due

to

the

class

level

expenses

recognized.

(c)

Amount

is

less

than

$0.005

per

share.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

48

See

notes

to

financial

statements.

Victory

RS

Value

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$24.92

$27.23

$24.38

$25.45

$20.77

Investment

Activities:

Net

investment

income

(loss)(a)

0.14

0.09

0.10

0.08

0.13

Net

realized

and

unrealized

gains

(losses)

1.78

(0.82)

6.53

(0.69)

6.44

Total

from

Investment

Activities

1.92

(0.73)

6.63

(0.61)

6.57

Distributions

to

Shareholders

from:

Net

investment

income

(0.21)

(0.18)

(0.17)

—

(0.19)

Net

realized

gains

(1.42)

(1.40)

(3.61)

(0.46)

(1.70)

Total

Distributions

(1.63)

(1.58)

(3.78)

(0.46)

(1.89)

Net

Asset

Value,

End

of

Period

$25.21

$24.92

$27.23

$24.38

$25.45

Total

Return(b)

7.75%

(2.71)%

27.57%

(2.37)%

31.69%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.06%

1.06%

1.06%

1.06%

1.06%

Net

Investment

Income

(Loss)

0.54%

0.36%

0.36%

0.38%

0.51%

Gross

Expenses(c)

1.07%

1.06%

1.06%

1.10%

1.07%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$109,234

$120,583

$143,783

$142,515

$176,749

Portfolio

Turnover(d)

55%

71%

69%

73%

54%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

49

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$47.92

$55.16

$50.59

$53.11

$42.20

Investment

Activities:

Net

investment

income

(loss)(a)

0.44

0.40

0.65

0.52

0.51

Net

realized

and

unrealized

gains

(losses)

5.90

(2.88)

10.81

(1.12)

12.44

Total

from

Investment

Activities

6.34

(2.48)

11.46

(0.60)

12.95

Distributions

to

Shareholders

from:

Net

investment

income

(0.33)

(0.43)

(0.57)

(0.15)

(0.37)

Net

realized

gains

(0.27)

(4.33)

(6.32)

(1.77)

(1.67)

Total

Distributions

(0.60)

(4.76)

(6.89)

(1.92)

(2.04)

Net

Asset

Value,

End

of

Period

$53.66

$47.92

$55.16

$50.59

$53.11

Total

Return

(excludes

sales

charge)(b)

13.25%

(4.62)%

23.00%

(1.03)%

30.73%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.89%

0.89%

0.89%

0.89%

0.89%

Net

Investment

Income

(Loss)

0.88%

0.76%

1.13%

1.13%

1.03%

Gross

Expenses(c)

0.93%

0.92%

0.93%

0.95%

0.95%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$449,497

$437,855

$495,890

$444,160

$520,159

Portfolio

Turnover(d)

39%

61%

52%

95%

51%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

50

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$37.97

$44.72

$42.07

$44.70

$35.78

Investment

Activities:

Net

investment

income

(loss)(a)

0.03

(0.03)

0.13

0.14

0.10

Net

realized

and

unrealized

gains

(losses)

4.65

(2.32)

8.97

(1.00)

10.50

Total

from

Investment

Activities

4.68

(2.35)

9.10

(0.86)

10.60

Distributions

to

Shareholders

from:

Net

investment

income

—

(0.07)

(0.13)

—

(0.01)

Net

realized

gains

(0.27)

(4.33)

(6.32)

(1.77)

(1.67)

Total

Distributions

(0.27)

(4.40)

(6.45)

(1.77)

(1.68)

Net

Asset

Value,

End

of

Period

$42.38

$37.97

$44.72

$42.07

$44.70

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

12.37%

(5.39)%

22.05%

(1.85)%

29.70%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.69%

1.69%

1.69%

1.69%

1.69%

Net

Investment

Income

(Loss)

0.07%

(0.07)%

0.27%

0.37%

0.24%

Gross

Expenses(c)

2.15%

1.92%

1.80%

1.79%

1.74%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,587

$3,595

$6,230

$11,326

$17,028

Portfolio

Turnover(d)

39%

61%

52%

95%

51%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

51

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$47.51

$54.74

$50.28

$52.83

$42.01

Investment

Activities:

Net

investment

income

(loss)(a)

0.25

0.21

0.43

0.35

0.32

Net

realized

and

unrealized

gains

(losses)

5.84

(2.86)

10.73

(1.13)

12.36

Total

from

Investment

Activities

6.09

(2.65)

11.16

(0.78)

12.68

Distributions

to

Shareholders

from:

Net

investment

income

(0.13)

(0.25)

(0.38)

—

(0.19)

Net

realized

gains

(0.27)

(4.33)

(6.32)

(1.77)

(1.67)

Total

Distributions

(0.40)

(4.58)

(6.70)

(1.77)

(1.86)

Net

Asset

Value,

End

of

Period

$53.20

$47.51

$54.74

$50.28

$52.83

Total

Return(b)

12.85%

(4.97)%

22.55%

(1.41)%

30.23%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.26%

1.26%

1.26%

1.26%

1.26%

Net

Investment

Income

(Loss)

0.51%

0.39%

0.75%

0.77%

0.66%

Gross

Expenses(c)

1.48%

1.44%

1.44%

1.50%

1.48%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$5,253

$5,765

$6,428

$6,066

$7,232

Portfolio

Turnover(d)

39%

61%

52%

95%

51%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

52

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$47.67

$54.90

$50.37

$52.87

$42.01

Investment

Activities:

Net

investment

income

(loss)(a)

0.54

0.52

0.78

0.62

0.61

Net

realized

and

unrealized

gains

(losses)

5.89

(2.89)

10.76

(1.10)

12.38

Total

from

Investment

Activities

6.43

(2.37)

11.54

(0.48)

12.99

Distributions

to

Shareholders

from:

Net

investment

income

(0.44)

(0.53)

(0.69)

(0.25)

(0.46)

Net

realized

gains

(0.27)

(4.33)

(6.32)

(1.77)

(1.67)

Total

Distributions

(0.71)

(4.86)

(7.01)

(2.02)

(2.13)

Net

Asset

Value,

End

of

Period

$53.39

$47.67

$54.90

$50.37

$52.87

Total

Return(b)

13.51%

(4.43)%

23.28%

(0.83)%

30.99%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.68%

0.68%

0.68%

0.68%

0.68%

Net

Investment

Income

(Loss)

1.09%

0.98%

1.35%

1.34%

1.24%

Gross

Expenses(c)

0.72%

0.71%

0.68%

0.82%

0.78%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$23,905

$21,070

$20,169

$16,011

$20,021

Portfolio

Turnover(d)

39%

61%

52%

95%

51%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

53

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$13.10

$13.90

$12.84

$13.10

$10.68

Investment

Activities:

Net

investment

income

(loss)(a)

—(b)

(0.01)

0.02

(0.01)

—(b)

Net

realized

and

unrealized

gains

(losses)

1.72

(0.26)

3.25

(0.21)

2.99

Total

from

Investment

Activities

1.72

(0.27)

3.27

(0.22)

2.99

Distributions

to

Shareholders

from:

Net

investment

income

(0.03)

(0.01)

—(b)

—

—

Net

realized

gains

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Total

Distributions

(0.11)

(0.53)

(2.21)

(0.04)

(0.57)

Net

Asset

Value,

End

of

Period

$14.71

$13.10

$13.90

$12.84

$13.10

Total

Return

(excludes

sales

charge)(c)

13.17%

(2.01)%

25.74%

(1.68)%

28.01%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.33%

1.33%

1.33%

1.33%

1.33%

Net

Investment

Income

(Loss)

0.01%

(0.05)%

0.13%

(0.08)%

0.03%

Gross

Expenses(d)

1.63%

1.64%

1.66%

1.71%

1.62%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$15,515

$15,250

$15,039

$12,663

$16,906

Portfolio

Turnover(e)

36%

69%

68%

66%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

54

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$10.93

$11.76

$11.22

$11.54

$9.53

Investment

Activities:

Net

investment

income

(loss)(a)

(0.08)(b)

(0.10)

(0.08)

(0.08)

(0.08)

Net

realized

and

unrealized

gains

(losses)

1.42

(0.21)

2.83

(0.20)

2.66

Total

from

Investment

Activities

1.34

(0.31)

2.75

(0.28)

2.58

Distributions

to

Shareholders

from:

Net

realized

gains

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Total

Distributions

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Net

Asset

Value,

End

of

Period

$12.19

$10.93

$11.76

$11.22

$11.54

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

12.38%

(2.69)%

24.78%

(2.43)%

27.08%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.07%

2.07%

2.07%

2.07%

2.07%

Net

Investment

Income

(Loss)

(0.72)%

(0.90)%

(0.64)%

(0.85)%

(0.73)%

Gross

Expenses(d)

3.41%

2.95%

2.42%

2.75%

2.54%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,474

$909

$2,702

$3,306

$6,898

Portfolio

Turnover(e)

36%

69%

68%

66%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statements

of

Operations

for

the

period

due

to

the

class

level

expenses

recognized.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

55

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$11.19

$12.02

$11.41

$11.72

$9.66

Investment

Activities:

Net

investment

income

(loss)(a)

(0.07)(b)

(0.08)

(0.06)

(0.07)

(0.07)

Net

realized

and

unrealized

gains

(losses)

1.46

(0.23)

2.88

(0.20)

2.70

Total

from

Investment

Activities

1.39

(0.31)

2.82

(0.27)

2.63

Distributions

to

Shareholders

from:

Net

realized

gains

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Total

Distributions

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Net

Asset

Value,

End

of

Period

$12.50

$11.19

$12.02

$11.41

$11.72

Total

Return(c)

12.45%

(2.63)%

25.00%

(2.30)%

27.24%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.95%

1.95%

1.95%

1.95%

1.95%

Net

Investment

Income

(Loss)

(0.61)%

(0.67)%

(0.49)%

(0.71)%

(0.59)%

Gross

Expenses(d)

3.26%

2.98%

1.96%

4.41%

3.85%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$922

$842

$806

$655

$844

Portfolio

Turnover(e)

36%

69%

68%

66%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statements

of

Operations

for

the

period

due

to

the

class

level

expenses

recognized.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

56

See

notes

to

financial

statements.

Victory

RS

Investors

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$13.61

$14.41

$13.24

$13.47

$10.94

Investment

Activities:

Net

investment

income

(loss)(a)

0.04

0.04

0.06

0.02

0.03

Net

realized

and

unrealized

gains

(losses)

1.79

(0.28)

3.36

(0.21)

3.07

Total

from

Investment

Activities

1.83

(0.24)

3.42

(0.19)

3.10

Distributions

to

Shareholders

from:

Net

investment

income

(0.07)

(0.04)

(0.04)

—

—

Net

realized

gains

(0.08)

(0.52)

(2.21)

(0.04)

(0.57)

Total

Distributions

(0.15)

(0.56)

(2.25)

(0.04)

(0.57)

Net

Asset

Value,

End

of

Period

$15.29

$13.61

$14.41

$13.24

$13.47

Total

Return(b)

13.52%

(1.73)%

26.07%

(1.41)%

28.35%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.05%

1.05%

1.05%

1.05%

1.05%

Net

Investment

Income

(Loss)

0.30%

0.30%

0.40%

0.17%

0.27%

Gross

Expenses(c)

1.38%

1.36%

1.32%

1.50%

1.43%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$19,261

$28,143

$12,577

$11,253

$19,146

Portfolio

Turnover(d)

36%

69%

68%

66%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

57

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Global

Energy

Transition

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$30.30

$22.62

$12.36

$9.71

$12.86

Investment

Activities:

Net

investment

income

(loss)(a)

0.42

0.25

(0.04)

(0.01)

—(b)

Net

realized

and

unrealized

gains

(losses)

(3.05)

7.67

10.30

2.67

(3.15)

Total

from

Investment

Activities

(2.63)

7.92

10.26

2.66

(3.15)

Distributions

to

Shareholders

from:

Net

investment

income

(0.64)

(0.24)

—

(0.01)

—

Total

Distributions

(0.64)

(0.24)

—

(0.01)

—

Net

Asset

Value,

End

of

Period

$27.03

$30.30

$22.62

$12.36

$9.71

Total

Return

(excludes

sales

charge)(c)

(8.68)%

35.01%

83.01%

27.35%

(24.49)%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.48%

1.48%

1.48%

1.48%

1.48%

Net

Investment

Income

(Loss)

1.34%

0.88%

(0.21)%

(0.15)%

0.00%(e)

Gross

Expenses(d)

1.55%

1.53%

1.58%

1.79%

1.69%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$62,033

$91,521

$78,317

$36,803

$32,630

Portfolio

Turnover(f)

47%

64%

79%

46%

24%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Amount

is

less

than

0.005%.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

58

See

notes

to

financial

statements.

Victory

Global

Energy

Transition

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$26.76

$19.98

$11.00

$8.71

$11.63

Investment

Activities:

Net

investment

income

(loss)(a)

0.15

0.01

(0.17)

(0.07)

(0.08)

Net

realized

and

unrealized

gains

(losses)

(2.67)

6.77

9.15

2.36

(2.84)

Total

from

Investment

Activities

(2.52)

6.78

8.98

2.29

(2.92)

Distributions

to

Shareholders

from:

Net

investment

income

(0.37)

—(b)

—

—

—

Total

Distributions

(0.37)

—(b)

—

—

—

Net

Asset

Value,

End

of

Period

$23.87

$26.76

$19.98

$11.00

$8.71

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

(9.42)%

33.94%

81.64%

26.29%

(25.11)%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.28%

2.28%

2.28%

2.28%

2.28%

Net

Investment

Income

(Loss)

0.54%

0.03%

(1.02)%

(0.92)%

(0.81)%

Gross

Expenses(d)

2.77%

2.64%

2.41%

3.32%

2.75%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,355

$2,396

$3,240

$2,385

$2,949

Portfolio

Turnover(e)

47%

64%

79%

46%

24%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

59

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Global

Energy

Transition

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$28.33

$21.19

$11.62

$9.16

$12.18

Investment

Activities:

Net

investment

income

(loss)(a)

0.28

0.16

(0.12)

(0.04)

(0.04)

Net

realized

and

unrealized

gains

(losses)

(2.84)

7.15

9.69

2.50

(2.98)

Total

from

Investment

Activities

(2.56)

7.31

9.57

2.46

(3.02)

Distributions

to

Shareholders

from:

Net

investment

income

(0.53)

(0.17)

—

—

—

Total

Distributions

(0.53)

(0.17)

—

—

—

Net

Asset

Value,

End

of

Period

$25.24

$28.33

$21.19

$11.62

$9.16

Total

Return(b)

(9.03)%

34.50%

82.36%

26.86%

(24.79)%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.86%

1.86%

1.86%

1.86%

1.86%

Net

Investment

Income

(Loss)

0.96%

0.57%

(0.70)%

(0.51)%

(0.37)%

Gross

Expenses(c)

2.43%

2.32%

1.89%

5.74%

4.31%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,360

$1,864

$1,026

$680

$621

Portfolio

Turnover(d)

47%

64%

79%

46%

24%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

60

See

notes

to

financial

statements.

Victory

Global

Energy

Transition

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$31.68

$23.64

$12.88

$10.11

$13.38

Investment

Activities:

Net

investment

income

(loss)(a)

0.54

0.38

0.02

0.02

0.03

Net

realized

and

unrealized

gains

(losses)

(3.20)

8.00

10.75

2.78

(3.27)

Total

from

Investment

Activities

(2.66)

8.38

10.77

2.80

(3.24)

Distributions

to

Shareholders

from:

Net

investment

income

(0.76)

(0.34)

(0.01)

(0.03)

(0.03)

Total

Distributions

(0.76)

(0.34)

(0.01)

(0.03)

(0.03)

Net

Asset

Value,

End

of

Period

$28.26

$31.68

$23.64

$12.88

$10.11

Total

Return(b)

(8.37)%

35.46%

83.62%

27.73%

(24.25)%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.15%

1.15%

1.15%

1.15%

1.15%

Net

Investment

Income

(Loss)

1.66%

1.24%

0.10%

0.18%

0.27%

Gross

Expenses(c)

1.21%

1.19%

1.21%

1.28%

1.26%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$234,761

$314,108

$210,586

$119,237

$114,972

Portfolio

Turnover(d)

47%

64%

79%

46%

24%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Notes

to

Financial

Statements

December

31,

2023

Victory

Portfolios

61

1.

Organization:

Victory

Portfolios

(the

“Trust”)

is

organized

as

a

Delaware

statutory

trust and

the Trust

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

investment

company.

The

Trust

is

comprised

of 37

funds

and

is

authorized

to

issue

an

unlimited

number

of

shares,

which

are

units

of

beneficial

interest

with a

par

value

of

$0.001

per

share.

The

accompanying

financial

statements

are

those

of

the

following five

Funds

(collectively,

the

“Funds”

and

individually,

a

“Fund”).

Each

Fund,

with

the

exception

of

Victory

RS

Investors

Fund

and

Victory

Global

Energy

Transition

Fund, is

classified

as

diversified

under

the

1940

Act.

*

Commenced

operations

June

2,

2023.

Each

class

of

shares

of

a

Fund

has

substantially

identical

rights

and

privileges

except

with

respect

to

sales

charges,

fees

paid

under

distribution

plans,

expenses

allocable

exclusively

to

each

class

of

shares,

voting

rights

on

matters

solely

affecting

a

single

class

of

shares,

and

the

exchange

privilege

of

each

class

of

shares. Victory

Capital

Management

Inc.

(“VCM”

or

the

“Adviser”)

is

an

indirect

wholly

owned

subsidiary

of

Victory

Capital

Holdings,

Inc.,

a

publicly

traded

Delaware

corporation,

and

a

wholly

owned

direct

subsidiary

of

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Funds.

In

addition,

in

the

normal

course

of

business,

the

Funds

enter

into

contracts

with

their

vendors

and

others

that

provide

for

general

indemnifications.

The Funds’

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Funds.

However,

based

on

experience,

the

Funds

expect

that

risk

of

loss

to

be

remote.

2.

Significant

Accounting

Policies:

The

following

is

a

summary

of

significant

accounting

policies

followed

by

the Funds

in

the

preparation

of their

financial

statements.

 The

policies

are

in

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

of

financial

statements

in

accordance

with

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

and

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Funds

follow

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

to

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Funds

record

investments

at

fair

value.

Fair

value

is

defined

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

of

observable

inputs

and

minimize

the

use

of

unobservable

inputs

in

determining

fair

value.

The

inputs

used

for

valuing

the

Funds’

investments

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

quoted

prices

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

in

determining

the

fair

value

of

investments)

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

The

inputs

or

methodologies

used

for

valuation

techniques

are

not

necessarily

an

indication

of

the

risks

associated

with

entering

into

those

investments.

The

Adviser,

appointed

as the

valuation

designee

by the

Trust’s

Board

of

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to Board

oversight,

the

Committee

administers

and

oversees

the

Funds’

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

price

on

the

exchange

or

system

where

the

security

is

principally

traded,

if

available,

or

at

the

Nasdaq

Official

Closing

Price.

If

there

have

been

no

sales

for

that

day

on

the

exchange

or

system,

then

a

security

is

valued

at

the

closing bid

quotation

on

the

exchange

or

system

where

the

security

is

principally

traded.

In

each

of

these

situations,

valuations

are

typically

categorized

as

Level

1

in

the

fair

value

hierarchy.

Investments

in

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

as

Level

1 in

the

fair

value

hierarchy.

In

the

event

that

price

quotations

or

valuations

are

not

readily

available,

investments

are

valued

at

fair

value

in

accordance

with

procedures

established

by

and

under

the

general

supervision

and

responsibility

of

the

Board.

These

valuations

are

typically

categorized

as

Level

2

or

Level

3

in

the

fair

value

hierarchy,

based

on

the

observability

of

inputs

used

to

determine

the

fair

value.

The

effect

of

fair

value

pricing

is

that

securities

may

not

be

priced

on

the

basis

of

quotations

from

the

primary

market

in

which

they

are

traded

and

the

actual

price

realized

from

the

sale

of

a

Funds

(Legal

Name)

Funds

(Short

Name)

Investment

Share

Classes

Offered

Victory

RS

Partners

Fund

RS

Partners

Fund

A,

R,

R6*,

Y,

and

Member

Class

Victory

RS

Value

Fund

RS

Value

Fund

A,

C,

R,

and

Y

Victory

RS

Large

Cap

Alpha

Fund

RS

Large

Cap

Alpha

Fund

A,

C,

R,

and

Y

Victory

RS

Investors

Fund

RS

Investors

Fund

A,

C,

R,

and

Y

Victory

Global

Energy

Transition

Fund

Global

Energy

Transition

Fund

A,

C,

R,

and

Y

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

62

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

at

fair

value

is

intended

to

cause

the

Funds’

NAV to

be

more

reliable

than

it

otherwise

would

be.

A

summary

of

the

valuations

as

of

December

31,

2023,

based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedules

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

significant transfers

into/out

of

Level

3.

Real

Estate

Investment

Trusts

(“REITs”):

The

Funds

may

invest

in

REITs,

which

report

information

on

the

source

of

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

in

income-producing

real

estate

or

real

estate

related

loans

or

interests

(such

as

mortgages).

Certain

distributions

received

from

REITs

during

the

year

are

recorded

as

realized

gains

or

return

of

capital

as

estimated

by

the

Funds

or

when

such

information

becomes

known.

Investment

Companies:

Open-End

Funds:

The

Funds

may

invest

in

portfolios

of

open-end

investment

companies.

These

investment

companies

value

securities

in

their

portfolios

for

which

market

quotations

are

readily

available

at

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

at

their

fair

value

by

the

methods

established

by

the

board

of

directors

of

the

underlying

funds.

Special

Purpose

Acquisition

Companies

(“SPACs”):

The

Funds

may

invest

in

stock,

warrants

and

other

securities

of

SPACs.

SPAC

typically

is

a

publicly

traded

company

that

raises

funds

through

an

initial

public

offering

(“IPO”)

for

the

purpose

of

acquiring

or

merging

with

another

company

to

be

identified

subsequent

to

the

SPAC’s

IPO.

If

the

Fund

purchases

shares

of

a

SPAC

in

an

IPO

it

generally

will

bear

a

sales

commission,

which

may

be

significant.

The

securities

of

a

SPAC

are

often

issued

in

“units”

that

include

one

share

of

common

stock

and

one

right

or

warrant

(or

partial

right

or

warrant)

conveying

the

right

to

purchase

additional

shares

or

partial

shares.

Unless

and

until

a

transaction

is

completed,

a

SPAC

generally

invests

its

assets

(less

a

portion

retained

to

cover

expenses)

in

U.S.

government

securities,

money

market

funds

and

similar

investments

whose

returns

or

yields

may

be

significantly

lower

than

those

of

the

Funds’

other

investments.

If

an

acquisition

or

merger

that

meets

the

requirements

for

the

SPAC

is

not

completed

within

a

pre-established

period

of

time,

the

invested

funds

are

returned

to

the

SPAC’s

shareholders,

less

certain

permitted

expenses,

and

any

rights

or

warrants

issued

by

the

SPAC

will

expire

worthless.

Private

Investments

in

Public

Equities:

The

Funds

may

acquire

common

stock

or

a

security

convertible

into

common

stock,

such

as

a

warrant

or

convertible

preferred

stock,

directly

from

an

issuer

seeking

to

raise

capital

in

a

private

placement

pursuant

to

Regulation

D

under

the

1933

Act.

These

transactions

are

commonly

referred

to

as

a

private

placement

in

a

publicly

held

company,

or

“PIPE.”

The

issuer’s

common

stock

is

usually

publicly

traded

on

a

U.S.

Level

1

Level

2

Level

3

Total

RS

Partners

Fund

Common

Stocks

............................

$

427,253,343

$

—

$

—

$

427,253,343

Preferred

Stocks

............................

—

—

587,369

587,369

Collateral

for

Securities

Loaned

................

987,080

—

—

987,080

Total

....................................

$

428,240,423

$

—

$

587,369

$

428,827,792

RS

Value

Fund

Common

Stocks

............................

268,649,577

—

—

268,649,577

Collateral

for

Securities

Loaned

................

2,212,656

—

—

2,212,656

Total

....................................

$

270,862,233

$

—

$

—

$

270,862,233

RS

Large

Cap

Alpha

Fund

Common

Stocks

............................

466,070,879

—

—

466,070,879

Total

....................................

$

466,070,879

$

—

$

—

$

466,070,879

RS

Investors

Fund

Common

Stocks

............................

35,708,882

—

—

35,708,882

Total

....................................

$

35,708,882

$

—

$

—

$

35,708,882

Global

Energy

Transition

Fund

Common

Stocks

............................

275,227,775

1,958,878

—

277,186,653

Collateral

for

Securities

Loaned

................

12,101,228

—

—

12,101,228

Total

....................................

$

287,329,003

$

1,958,878

$

—

$

289,287,881

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

63

securities

exchange

or

in

the

over-the-counter

market,

but

the

securities

acquired

will be

subject

to

restrictions

on

resale

imposed

by

U.S.

securities

laws

absent

an

effective

registration

statement.

In

recognition

of

the

illiquid

nature

of

the

securities

being

acquired,

the

purchase

price

paid

in

a

PIPE

transaction

(or

the

conversion

price

of

the

convertible

securities

being

acquired)

will

typically

be

fixed

at

a

discount

to

the

prevailing

market

price

of

the

issuer’s

common

stock

at

the

time

of

the

transaction.

As

part

of

a

PIPE

transaction,

the

issuer

usually

will

be

contractually

obligated

to

seek

to

register,

within

an

agreed

upon

period

of

time

for

public

resale

under

the

U.S.

securities

laws,

the

common

stock

or

the

shares

of

common

stock

issuable

upon

conversion

of

the

convertible

securities.

PIPE

transactions

typically

involve

the

purchase

of

securities

directly

from

a

publicly

traded

company

or

its

affiliates

in

a

private

placement

transaction,

including

through

a

SPAC,

typically

at

a

discount

to

the

market

price

of

the

issuer’s

securities.

If

the

issuer

fails

to

so

register

the

shares

within

that

period,

the

buyer

may

be

entitled

to

additional

consideration

from

the

issuer

(e.g.,

warrants

to

acquire

additional

shares

of

common

stock),

but

the

buyer

may

not

be

able

to

sell

its

shares

unless

and

until

the

registration

process

is

successfully

completed.

Thus,

PIPE

transactions

present

certain

risks

not

associated

with

open

market

purchases

of

equities.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The Funds

may

enter

into

foreign

exchange

currency

contracts

to

convert

U.S.

dollars

to

and

from

various

foreign

currencies.

A

foreign

exchange

currency

contract

is

an

obligation

by the

Funds

to

purchase

or

sell

a

specific

currency

at

a

future

date

at

a

price

(in

U.S.

dollars)

set

at

the

time

of

the

contract.

The

Funds

do

not

engage

in

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

to

purchase

or

sell

one

foreign

currency

in

exchange

for

another

foreign

currency).

The

Funds’

foreign

exchange

currency

contracts

might

be

considered

spot

contracts

(typically

a

contract

of

one

week

or

less)

or

forward

contracts

(typically

a

contract

term

over

one

week).

A

spot

contract

is

entered

into

for

purposes

of

hedging

against

foreign

currency

fluctuations

relating

to

a

specific

portfolio

transaction,

such

as

the

delay

between

a

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

of

hedging

portfolio

holdings

or

concentrations

of

such

holdings.

Each

foreign

exchange

currency

contract

is

adjusted

daily

by

the

prevailing

spot

or

forward

rate

of

the

underlying

currency,

and

any

appreciation

or

depreciation

is

recorded

for

financial

statement

purposes

as

unrealized

until

the

contract

settlement

date,

at

which

time

the

Funds

record

realized

gains

or

losses

equal

to

the

difference

between

the

value

of

a

contract

at

the

time

it

was

opened

and

the

value

at

the

time

it

was

closed. The

Funds

could

be

exposed

to

risk

if

a

counterparty

is

unable

to

meet

the

terms

of

a

foreign

exchange

currency

contract

or

if

the

value

of

the

foreign

currency

changes

unfavorably.

In

addition,

the

use

of

foreign

exchange

currency

contracts

does

not

eliminate

fluctuations

in

the

underlying

prices

of

the

securities.

The

Funds

enter

into

foreign

exchange

currency

contracts

solely

for

spot

or

forward

hedging

purposes,

and

not

for

speculative

purposes

(i.e.,

the

Funds

do

not

enter

into

such

contracts

solely

for

the

purpose

of

earning

foreign

currency

gains).

 As

of December

31,

2023,

the

Funds

had

no

open

forward

foreign

exchange

currency

contracts.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and

recorded

daily

 using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

of

premiums

or

accretion

of

discounts. Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. Gains

or

losses

realized

on

sales

of

securities

are

recorded

on

the

identified

cost

basis.

Withholding

taxes

on

interest,

dividends,

and

gains

as

a

result

of

certain

investments

by

the

Funds

have

been

provided

for

in

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Securities

Lending:

The

Funds, through

a Securities

Lending

Agreement with

Citibank,

N.A.

(“Citibank”), may

lend

their

securities

to

qualified

financial

institutions,

such

as

certain

broker-dealers

and

banks,

to

earn

additional

income,

net

of

income

retained

by

Citibank. 

Borrowers

are

required

to

initially

secure

their

loans for

collateral

in

the

amount

of

at

least

102%

of

the

value

of

U.S.

securities

loaned

or

at

least

105%

of

the

value

of

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

in

the

valuation

of

the

securities

loaned

are

generally

cured the

next

business

day.

The

collateral

can

be

received

in

the

form

of

cash

collateral

and/or

non-cash

collateral.

Non-

cash

collateral

can

include

U.S.

Government

Securities and

other

securities

as

permitted

by

Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

is

invested

in

short-term

instruments

or

cash

equivalents,

primarily

open-end

investment

companies,

as

noted

on

the

Funds’

Schedules

of

Portfolio

Investments.

The

Funds

effectively

do not

have

control

of

the

non-cash

collateral

and

therefore

it

is

not

disclosed

on

the

Funds’

Schedules

of

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

on

the

value

of

the

Funds’

securities

on

loan

as

of

the

end

of

the prior

business

day. 

During

the

time

portfolio

securities

are

on

loan,

the

borrower

will

pay

the

Funds

any

dividends

or

interest

paid

on

such

securities

plus

any

fee

negotiated

between

the

parties

to

the

lending

agreement.

The

Funds

also

earn

a

return

from

the

collateral.

The

Funds

pay

Citibank

various

fees

in

connection

with

the

investment

of

cash

collateral

and

fees

based

on

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

of

these

fees)

is

disclosed

on

the

Statements

of

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

of

one

standard

settlement

period

or

five

business

days. 

Although

risk

is

mitigated

by

the

collateral, a

Fund could

experience

a

delay

in

recovering

its

securities

and

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

them.

In

addition,

there

is

a

risk that

the

value

of

the

short-term

investments

will

be

less

than

the

amount

of

cash

collateral

required

to

be

returned

to

the

borrower.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

64

The

Funds’

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

by

the

Funds

may

not

be

sold

or

repledged,

except

to

satisfy

borrower

default.

The

following

table

is

a

summary

of

the

Funds’

securities

lending

transactions

as

of

December

31,

2023.

Foreign

Currency

Translations:

The

accounting

records

of

the

Funds

are

maintained

in

U.S.

dollars.

Investment

securities

and

other

assets

and

liabilities

of

a

Fund

denominated

in

a

foreign

currency

are

translated

into

U.S.

dollars

at

current

exchange

rates.

Purchases

and

sales

of

securities,

income

receipts

and

expense

payments

are

translated

into

U.S.

dollars

at

the

exchange

rates

on

the

date

of

the

transactions.

The

Funds

do

not

isolate

the

portion

of

the

results

of

operations

resulting

from

changes

in

foreign

exchange

rates

on

investments

from

fluctuations

arising

from

changes

in

market

prices

of

securities

held.

Such

fluctuations,

if

any, are

disclosed

as

Net

change

in

unrealized

appreciation/depreciation

on investment

securities

and

foreign

currency

translations

on

the

Statements

of

Operations.

Any

realized

gains

or

losses

from

these

fluctuations,

if

any, are

disclosed

as

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

on

the

Statements

of

Operations.

Federal

Income

Taxes:

Each

Fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

by

complying

with

the

provisions

available

to

certain

investment

companies,

as

defined

in

applicable

sections

of

the

Internal

Revenue

Code,

and

to

make

distributions

of

net

investment

income

and

net

realized

gains

sufficient

to

relieve

it

from

all,

or

substantially

all,

federal

income

taxes.

Accordingly,

no

provision

for

federal

income

taxes

is

required

in

the

financial

statements.

The

Funds

have

a

tax

year

end

of

December

31.

For

the

year

ended

December

31,

2023,

the

Funds

did

not

incur

any

income

tax,

interest,

or

penalties,

and

have

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

tax

positions.

Management

of

the

Funds

has

reviewed

tax

positions

taken

in

tax

years

that

remain

subject

to

examination

by

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

is

no

tax

liability

resulting

from

unrecognized

tax

benefits

related

to

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to a

Fund

are

charged

to that

Fund,

while

expenses

that

are

attributable

to

more

than

one

fund

in

the

Trust,

or

jointly

with

an

affiliated

trust,

are

allocated

among

the

respective

funds

in

the

Trust

and/or

an

affiliated

trust

based

upon

net

assets

or

another

appropriate

basis.

Income,

expenses

(other

than

class-specific

expenses

such

as

transfer

agent

fees,

state

registration

fees,

printing

fees,

and

12b-1

fees),

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

its

relative

net

assets

on

the

date

income

is

earned

or

expenses

and

realized

and

unrealized

gains

and

losses

are

incurred.

3.

Purchases

and

Sales:

Purchases

and sales

of

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

year

ended

December

31,

2023,

were

as

follows:

4.

Affiliated

Fund

Ownership:

The

Funds

offer

shares

for

investment

by

other

funds,

including

funds

offered

by

VCM

affiliated

fund-of-funds.

The

affiliated

fund-of-funds

do

not

invest

in

the

underlying

funds

for

the

purpose

of

exercising

management

or control;

however,

investments

by

affiliated

fund-of-funds

within

its

principal

investment

strategies

may

represent

a

significant

portion

of

an

underlying

fund’s

assets,

and

together

with

the

investments

of

the

other

affiliated

funds-of-funds,

may

represent

a

substantial

portion

or

even

all

of

an

underlying

fund’s

net

assets.

The

affiliated

fund-of-funds’

Value

of

Securities

on

Loan

Non-Cash

Collateral

Cash

Collateral

RS

Partners

Fund

.................................................

$

976,207

$

—

$

987,080

RS

Value

Fund

...................................................

2,188,286

—

2,212,656

Global

Energy

Transition

Fund

.......................................

10,866,786

—

12,101,228

Excluding

U.S.

Government

Securities

Purchases

Sales

RS

Partners

Fund

...................................................................

$

316,226,684

$

278,903,264

RS

Value

Fund

.....................................................................

151,539,740

190,754,647

RS

Large

Cap

Alpha

Fund

............................................................

177,845,516

220,221,136

RS

Investors

Fund

..................................................................

14,346,704

26,487,939

Global

Energy

Transition

Fund

.........................................................

161,111,405

171,239,043

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

65

annual

and

semi-annual

reports

may

be

viewed

at

vcm.com.

As

of

December

31,

2023,

certain

affiliated fund-of-funds

owned

total

outstanding

shares

of

the

Funds

as

follows:

5.

Fees

and

Transactions

with

Affiliates

and

Related

Parties:

Investment

Advisory

Fees: 

Investment

advisory

services

are

provided

to

the

Funds

by

the

Adviser,

which

is

a

New

York

corporation

registered

as

an

investment

adviser

with

the

SEC.

VCM

has

entered

into

a

Sub-Advisory

Agreement

with

SailingStone

Capital

Partners

LLC

(“SailingStone”).

SailingStone

is

responsible

for

providing

day-to-day

investment

advisory

services

to

the

Global

Energy

Transition

Fund,

subject

to

the

oversight

of

the

Board.

Sub-investment

advisory

fees

paid

by

VCM

to

SailingStone

do

not

represent

a

separate

or

additional

expense

to

the

Funds.

Under

the

terms

of

the

Investment

Advisory

Agreement,

the

Adviser

is

entitled

to

receive

fees

accrued

daily

and

paid

monthly

at

an

annualized

rate

based

on

a

percentage

of

the

average

daily

net

assets

of

each

Fund. The

rates

at

which

the

Adviser

is

paid

by

each

Fund

are

included

in

the

table

below.

*

Effective

June

1,

2023,

the

advisory

fee

rate

was

changed

from

1.00%

to

0.83%.

Amounts

incurred

and

paid

to

VCM

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Funds’

administrator

and

fund

accountant.

Under

the

Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Trust,

Victory

Variable

Insurance

Funds

and

Victory

Portfolios

II.

The

tiered

rates

at

which

VCM

is

paid

by

the

Funds

are

shown

in

the

table

below:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Funds

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Funds

reimburse

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Funds.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Administration

fees.

The

Funds

(as

part

of

the

Trust)

have

entered

into

an

agreement

with

the

Adviser

to

provide

compliance

services,

pursuant

to

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

of

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

to

provide

the

Trust

with

compliance

oversight

services

related

to

the

design,

administration,

and

oversight

of

a

compliance

program

for

the

Trust

in

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

is

an

employee

of

the

Adviser,

which

pays

the

compensation

of

the

CCO

and

support

staff.

The

funds

in

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios

II

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Compliance

fees.

Transfer

Agency

Fees: 

FIS

Investor

Services,

LLC

(“FIS”)

serves

as

the

Funds’

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

a

fee

for

its

services

and

reimburses

FIS

for

all

of

their

reasonable

out-of-pocket

expenses

incurred

in

providing

these

services. 

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

RS

Partners

Fund

Ownership

%

Victory

Strategic

Allocation

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.2

Global

Energy

Transition

Fund

Ownership

%

Victory

Strategic

Allocation

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.4

Flat

Rate

RS

Partners

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.83%*

RS

Value

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.85%

RS

Large

Cap

Alpha

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.50%

RS

Investors

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

Global

Energy

Transition

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

66

Victory

Capital

Transfer

Agency,

Inc.,

an

affiliate

of

the

Adviser,

serves

as

sub-transfer

agent

for

the

Member

Class.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Funds

have

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Funds

and

have

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Funds

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Funds.

These

services

would

have

been

provided

by

the

Funds’

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Funds’

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

an

affiliate

of

the

Adviser,

serves

as

Distributor

for

the

continuous

offering

of

the

shares

of

the

Funds

pursuant

to

a

Distribution

Agreement

between

the

Distributor

and

the

Trust.

Pursuant

to

the

Distribution

and

Service

Plans

adopted

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Distributor

may

receive

a

monthly

distribution

and

service

fee

up

to

the

annual

rate

shown

in

the

table

below:

The

distribution

and

service

fees

paid

to

the

Distributor

may

be

used

by

the

Distributor

to

pay

for

activities

primarily

intended

to

result

in

the

sale

of

Class

A,

Class

C,

and

Class

R.

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

12b-1

fees.

In

addition,

the

Distributor

is

entitled

to

receive

commissions

in

connection

with sales

of

the

Class

A.

For

the

year

ended

December

31,

2023,

the

Distributor

received

the

following

from

commissions

earned

in

connection with

sales

of

Class

A:

Other

Fees:

Citibank

serves

as

the

Funds’

custodian.

The

Funds

pay

Citibank

a

fee

for

providing

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

to

the

Trust.

The

Adviser

has

entered

into

an

expense

limitation

agreement

with

the

Trust.  Under

the

terms

of

the

agreement,

the

Adviser

has

agreed

to

waive

fees

or

reimburse

certain

expenses

to

the

extent

that

ordinary

operating

expenses

incurred

by

certain

classes

of

the

Funds

in

any

fiscal

year

exceed

the

expense

limits

for the

Funds.

Such

excess

amounts

will

be

the

liability

of

the

Adviser.

Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

in

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of the

Funds’

business

are

excluded

from

the

expense

limits.

As

of

December

31,

2023,

the

expense

limits

(excluding

voluntary

waivers) are

as

follows:

*

In

effect May

23,

2023,

through

at

least

May

31,

2024.

**

In

effect June

2,

2023,

through

at

least

May

31,

2024.

Class

A

Class

C

Class

R

RS

Partners

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

N/A

0.50%

RS

Value

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Large

Cap

Alpha

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Investors

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Global

Energy

Transition

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Amount

RS

Partners

Fund

.....................................................................................

$

1,299

RS

Value

Fund

.......................................................................................

2,184

RS

Large

Cap

Alpha

Fund

..............................................................................

3,607

RS

Investors

Fund

....................................................................................

1,099

Global

Energy

Transition

Fund

...........................................................................

869

In

effect

until

May

31,

2024

Class

A

Class

C

Class

R

Class

R6

Class

Y

Member

Class

RS

Partners

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.33%*

N/A

1.69%*

0.89%**

0.94%*

1.13%*

RS

Value

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.30%

2.07%

1.69%

N/A

1.06%

N/A

RS

Large

Cap

Alpha

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.89%

1.69%

1.26%

N/A

0.68%

N/A

RS

Investors

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.33%

2.07%

1.95%

N/A

1.05%

N/A

Global

Energy

Transition

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.48%

2.28%

1.86%

N/A

1.15%

N/A

Was

in

effect

until

May

22,

2023

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

67

Under

the

terms

of

the

expense

limitation agreement, the Funds

have

agreed

to

repay

fees

and

expenses

that

were

waived

or

reimbursed

by

the

Adviser

for

a

period

of

up

to

three

years

(thirty-six

(36)

months)

after

the

waiver

or

reimbursement

took

place,

subject

to

the

lesser

of

any

operating

expense

limits

in

effect

at

the

time

of:

(a)

the

original

waiver

or

expense

reimbursement;

or

(b)

the

recoupment,

after

giving

effect

to

the

recoupment

amount.

The

Funds

have

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

For

the

year

ended

December

31,

2023,

the

following

recoupment

amounts

were

paid

to

the

Adviser.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

The

Adviser

may

voluntarily

waive

or

reimburse

additional

fees

to

assist

the

Funds

in

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

to

the

Funds

are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

Certain

officers

and/or

interested

trustees

of

the

Funds

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel, and

Distributor.

6.

Risks:

The

Funds

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

Equity

Risk

—

The

value

of

the

equity

securities

in

which

the

Funds

invest

may

decline

in

response

to

developments

affecting

individual

companies

and/or

general

economic

conditions

in

the

United

States

or

abroad.

A

company’s

earnings

or

dividends

may

not

increase

as

expected

(or

may

decline)

because

of

poor

management,

competitive

pressures,

reliance

on

particular

suppliers

or

geographical

regions,

labor

problems

or

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

or

natural

disasters,

military

confrontations

or

wars,

terrorism,

public

health

crises,

or

other

events,

conditions,

and

factors.

Price

changes

may

be

temporary

or

last

for

extended

periods.

Private

Investments

in

Public

Equities

Risk

—

The

risks

associated

with

PIPE

transactions

that

the

RS

Science

and

Technology

Fund

invests

is

that

the

issuer

may

be

unable

to

register

the

shares

for

public

resale

in

a

timely

manner

or

at

all,

in

which

case

the

shares

may

be

sold

only

in

a

privately

negotiated

transaction,

typically

at

a

price

less

than

that

paid,

assuming

a

suitable

buyer

can

be

found.

Disposing

of

the

securities

may

involve

time-consuming

negotiation

and

legal

expenses,

and

selling

them

promptly

at

an

acceptable

price

may

be

difficult

or

impossible.

Even

if

the

shares

are

registered

for

public

resale,

the

market

for

the

issuer’s

securities

may

nevertheless

be

“thin”

or

illiquid,

making

the

sale

of

securities

at

desired

prices

or

in

desired

quantities

difficult

or

impossible.

While

private

placements

may

offer

attractive

opportunities

not

otherwise

available

in

the

open

market,

the

securities

purchased

are

usually

“restricted

securities”

or

are

“not

readily

marketable.”

Restricted

securities

cannot

be

sold

without

being

registered

under

the

1933

Act,

unless

they

are

sold

pursuant

to

an

exemption

from

registration

(such

as

Rules

144

or

144A

under

the

1933

Act).

Securities

that

are

not

readily

marketable

are

subject

to

other

legal

or

contractual

restrictions

on

resale.

Special

Purpose

Acquisition

Company

Risk

—

An

investment

in

a

SPAC

is

subject

to

a

variety

of

risks,

including

that

(1)

a

portion

of

the

monies

raised

by

the

SPAC

for

the

purpose

of

effecting

an

acquisition

or

merger

may

be

expended

prior

to

the

transaction

for

payment

of

taxes

and

other

expenses;

(2)

the

Fund

generally

will

not

receive

significant

income

from

its

investments

in

SPACs

(both

prior

to

and

after

any

acquisition

or

merger)

and,

therefore,

the

Fund’s

investments

in

SPACs

will

not

significantly

contribute

to

the

Fund’s

distributions

to

shareholders;

(3)

an

attractive

acquisition

or

merger

target

may

not

be

identified

at

all

or

a

proposed

merger

or

acquisition

may

be

unable

to

obtain

the

requisite

approval,

if

any,

of

SPAC

shareholders

and/or

antitrust

and

securities

regulators;

(4)

the

warrants

or

other

rights

with

respect

to

the

SPAC

held

by

the

Fund

may

expire

worthless

or

may

be

redeemed

by

the

SPAC

at

an

unfavorable

price;

(5)

the

Fund

may

be

subject

to

opportunity

costs

to

the

extent

that

alternative

investments

would

have

produced

higher

returns;

(6)

an

acquisition

or

merger

once

effected

may

Class

A

Class

R

Class

Y

Member

Class

RS

Partners

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.45%

1.81%

1.12%

1.25%

Amount

RS

Partners

Fund

.....................................................................................

$

2,861

RS

Value

Fund

.......................................................................................

2,520

Global

Energy

Transition

Fund

...........................................................................

442

Expires

2024

Expires

2025

Expires

2026

Total

RS

Partners

Fund

.....................................................

$

226,866

$

263,864

$

349,690

$

840,420

RS

Value

Fund

.......................................................

67,715

59,177

101,013

227,905

RS

Large

Cap

Alpha

Fund

..............................................

211,774

167,620

189,056

568,450

RS

Investors

Fund

....................................................

90,433

122,672

151,084

364,189

Global

Energy

Transition

Fund

...........................................

185,709

189,737

276,677

652,123

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

68

prove

unsuccessful

and

an

investment

in

the

SPAC

may

lose

value;

(7)

while

a

SPAC

is

seeking

a

transaction

target,

its

stock

may

be

thinly

traded

and/or

illiquid

and

there

can

be

no

assurance

that

a

market

will

develop,

leaving

the

Fund

unable

to

sell

its

interest

in

a

SPAC

or

to

sell

its

interest

only

at

a

price

below

what

the

Fund

believes

is

the

SPAC

interest’s

intrinsic

value,

(8)

an

investment

in

a

SPAC

may

be

diluted

by

additional

later

offerings

of

interests

in

the

SPAC

or

by

other

investors

exercising

existing

rights

to

purchase

shares

of

the

SPAC;

and

(9)

the

values

of

investments

in

SPACs

may

be

highly

volatile

and

may

depreciate

significantly

over

time.

The

proceeds

of

a

SPAC

IPO

that

are

placed

in

trust

are

subject

to

risks,

including

the

risk

of

insolvency

of

the

custodian

of

the

funds,

fraud

by

the

trustee,

interest

rate

risk

and

credit

and

liquidity

risk

relating

to

the

securities

and

money

market

funds

in

which

the

proceeds

are

invested.

Sector Focus

Risk

— 

To

the

extent

the

Funds

focus

in

one

or

more

sectors,

market

or

economic

factors

impacting

those

sectors

could

have

a

significant

effect

on

the

value

of

the

Funds’

investments

and

could

make

the

Funds’

performance

more

volatile.

For

example,

the

values

of

companies

in

the

Information

Technology

sector

are

particularly

vulnerable

to

economic

downturns,

short

product

cycles

and

aggressive

pricing,

market

competition

and

changes

in

government

regulation.

Concentration

Risk

—

 The

Global

Energy

Transition

Fund

(herein,

the

Fund)  may

concentrate

its

investments

in

a

particular

industry,

as

the

term

“concentration”

is

used

in

the

1940

Act.

Concentrating

investments

in

the

Natural

Resources

sector

increases

the

risk

of

loss

because

the

stocks

of

many

or

all

of

the

companies

in

the

sector

may

decline

in

value

due

to

developments

adversely

affecting

the

sector.

In

addition,

investors

may

buy

or

sell

substantial

amounts

of

the

Fund’s

shares

in

response

to

factors

affecting

or

expected

to

affect

the

natural

resources

sector,

resulting

in

extreme

inflows

and

outflows

of

cash

into

and

out

of

the

Fund.

Such

inflows

or

outflows

might

affect

management

of

the

Fund

adversely

to

the

extent

they

cause

the

Fund’s

cash

position

or

cash

requirements

to

exceed

normal

levels. 

Natural

Resources

Investment

Risk

—

Investment

in

companies

in

natural

resources

industries

(including

those

in

the

energy

sector)

can

be

significantly

affected

by

(often

rapid)

changes

in

supply

of,

or

demand

for,

various

natural

resources.

They

may

also

be

affected

by

changes

in

energy

prices,

international

political

and

economic

developments,

environmental

incidents,

energy

conservation,

the

success

of

exploration

projects,

changes

in

commodity

prices,

and

tax

and

other

government

regulations.

For

example,

the

COVID-19

pandemic

has

drastically

reduced

the

demand

for

various

natural

resources

and

has

drastically

increased

the

price

volatility

of

natural

resources

and

companies

within

the

natural

resources

industry.

An

extended

period

of

reduced

(or

negative)

prices

may

significantly

lengthen

the time

that

companies

within

the

natural

resources

industries

would

need

to

recover

after

a

stabilization

of

prices.

Investments

in

interests

in

gas

or

mineral

exploration

or

development

programs,

including

pipelines,

may

be

held

through

master

limited

partnerships,

which

are

generally

subject

to

many

of

the

risks

that

apply

to

partnerships

and

may

also

be

subject

to

certain

tax

risks.

Smaller-Capitalization

Stock

Risk

—

Small-

and

mid-sized

companies

are

subject

to

a

number

of

risks

not

associated

with

larger,

more

established

companies,

potentially

making

their

stock

prices

more

volatile

and

increasing

the

risk

of

loss.

Smaller

companies

may

have

limited

markets,

product

lines,

or

financial

resources

and

lack

management

experience

and

may

experience

higher

failure

rates

than

larger

companies.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Funds.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

Limited

Portfolio

Risk

—To

the

extent

the

Funds

invest assets

in

a

more

limited

number

of

issuers

than

other

mutual

funds,

a

decline

in

the

market

value

of

a

particular

security

may

affect

the

Funds'

value

more

than

if

the

Funds

invested

in

a

larger

number

of

issuers.

7.

Borrowing

and

Interfund

Lending:

Line

of

Credit:

The

Victory

Funds

Complex

participates

in

a

short-term

demand

note

“Line

of

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

up

to

$600

million,

of

which

$300

million

is

committed

and

$300

million

is

uncommitted.

$40

million

of

the

Line

of

Credit

is

reserved

for

use

by

the

Victory

Floating

Rate

Fund,

another

series

of

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

related

commitment

fees

for

that

amount.

The

purpose

of

the

Line

of

Credit

is

to

meet

temporary

or

emergency

cash

needs.

For

the year

ended

December

31,

2023,

Citibank

received

an

annual

commitment

fee

of

0.15%

on

$300

million

for

providing

the

Line

of

Credit.

Each

Fund

in

the

Victory

Funds

Complex

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June

24,

2024,

and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to each

Fund during

the

period,

if

applicable,

is

reflected

on

the

Statements

of

Operations

under

Line

of

credit

fees.

The

Funds

had

no

borrowings

under the

Line

of

Credit

agreement

during

the

year

ended

December

31,

2023.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

on

an

exemptive

order

granted

by

the

SEC

in

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

of

an

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

each

Fund

to

directly

lend

and

borrow

money

to

or

from

any

other

fund

in

the

Victory

Funds

Complex

that

is

permitted

to

participate

in

the

Facility,

relying

upon

the

Order

at

rates

beneficial

to

both

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

69

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

or

emergency

purposes,

including

the

meeting

of

redemption

requests

that

otherwise

might

require

the

untimely

disposition

of

securities,

and

are

subject

to

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

is

determined,

as

specified

in

the

Order,

by

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

As

a

Borrower

(as

defined

in

the

Order),

interest

charged

to

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

interest

earned

by

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending.

The

average

borrowing

or

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Funds

that

utilized

this

Facility

during

the

year

ended

December

31,

2023,

were

as

follows:

N

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

8.

Federal

Income

Tax

Information:

Dividends

from

net

investment

income,

if

any,

are

declared

and

paid

as

noted

in

the

table

below.

Distributable

net

realized

gains,

if

any,

are

declared

and

distributed

at

least

annually

from

each

Fund. 

The

amounts

of

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

to

shareholders)

are

determined

in

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

To

the

extent

these

“book/tax”

differences

are

permanent

in

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

of

net

assets

based

on

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

do

not

require

reclassification.

To

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

as

distributions

of

capital.

Net

investment

losses

incurred

by

the

Funds

may

be

reclassified

as

an

offset

to

capital

on

the

accompanying

Statements

of

Assets

and

Liabilities.

As

of

December

31,

2023,

on

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

The

tax

character

of

distributions

paid

during

the

tax

years

ended,

as

noted

below,

were

as

follows

(total

distributions

paid

may

differ

from

the

Statements

of

Changes

in

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid).

Borrower

or

Lender

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

RS

Investors

Fund

...............................

Borrower

$

—

$

1,527,400

5.65%

$

2,788,000

Declared

Paid

RS

Partners

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Value

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Large

Cap

Alpha

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Investors

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

Global

Energy

Transition

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

Total

Accumulated

Earnings/(Loss)

Capital

RS

Partners

Fund

.........................................................

$

(290,331)

$

290,331

RS

Value

Fund

...........................................................

(1,117,570)

1,117,570

RS

Large

Cap

Alpha

Fund

..................................................

55,852

(55,852)

RS

Investors

Fund

........................................................

(140,259)

140,259

Global

Energy

Transition

Fund

...............................................

38,464

(38,464)

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

RS

Partners

Fund

..............................................................

$

11,408,572

$

11,885,318

$

23,293,890

RS

Value

Fund

................................................................

2,071,558

14,985,845

17,057,403

RS

Large

Cap

Alpha

Fund

.......................................................

2,952,866

2,442,032

5,394,898

RS

Investors

Fund

.............................................................

146,225

184,288

330,513

Global

Energy

Transition

Fund

....................................................

7,900,218

—

7,900,218

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

70

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

Qualified

late-year

losses

are

comprised

of

post-October

capital

losses

incurred

after

October

31

and

certain

late-year

ordinary

losses.

Late-

year

ordinary

losses

represent

ordinary

losses

incurred

after

December

31

and

specified

losses

incurred

after

October

31.

These

losses

are

deemed

to

arise

on

the

first

day

of

the

Fund’s

next

taxable

year.

**

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales,

passive

foreign

investment

company

adjustments,

and

partnership

basis

adjustments.

As

of December

31,

2023,

the

Funds

had

net

capital

loss

carryforwards

as

shown

in

the

table

below. 

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

During

the

tax

year

ended

December

31,

2023,

the

following

Funds

utilized

capital

loss

carryforwards:

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

9.

Affiliated

Securities:

An

affiliated

security

is

a

security

in

which

a

Fund

has

ownership

of

at

least

5%

of

the

security’s

outstanding

voting

shares, an

investment

company

managed

by

VCM,

or

an

issuer

under

common

control

with

a

Fund

or

VCM.

The

Funds

do

not

invest

in

affiliated securities

for

the

purpose

of

exercising

management

or

control.  These

securities

are

noted

as

affiliated

on a

Fund’s

Schedule

of

Portfolio

Investments.

Transactions

in

affiliated

securities

during

the

year

ended

December

31,

2023,

were

as

follows:

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

RS

Partners

Fund

..............................................................

$

1,850,259

$

26,495,385

$

28,345,644

RS

Value

Fund

................................................................

2,379,283

15,446,815

17,826,098

RS

Large

Cap

Alpha

Fund

.......................................................

8,169,416

34,981,772

43,151,188

RS

Investors

Fund

.............................................................

216,610

1,571,317

1,787,927

Global

Energy

Transition

Fund

....................................................

4,048,830

—

4,048,830

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Qualified

Late-Year

Losses*

Unrealized

Appreciation

(Depreciation)**

Total

Accumulated

Earnings

(Loss)

RS

Partners

Fund

.......

$

—

$

—

$

—

$

—

$

(1,106,251)

$

81,451,927

$

80,345,676

RS

Value

Fund

.........

—

4,285,931

4,285,931

—

—

45,131,180

49,417,111

RS

Large

Cap

Alpha

Fund

4,548,396

18,052,011

22,600,407

—

—

103,958,426

126,558,833

RS

Investors

Fund

......

—

1,754,703

1,754,703

—

—

6,825,810

8,580,513

Global

Energy

Transition

Fund

..............

2,512,043

—

2,512,043

(1,739,479,481)

—

(1,718,048)

(1,738,685,486)

Short-Term

Amount

Long-Term

Amount

Total

Global

Energy

Transition

Fund

............................................

$

—

$

(1,739,479,481)

$

(1,739,479,481)

Amount

Global

Energy

Transition

Fund

...........................................................................

$

(12,805,120)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

RS

Partners

Fund

.................................

$

347,375,865

$

90,394,765

$

(8,942,838)

$

81,451,927

RS

Value

Fund

...................................

225,731,053

48,626,297

(3,495,117)

45,131,180

RS

Large

Cap

Alpha

Fund

..........................

362,112,453

110,668,836

(6,710,410)

103,958,426

RS

Investors

Fund

................................

28,883,072

7,394,071

(568,261)

6,825,810

Global

Energy

Transition

Fund

.......................

291,308,786

62,817,520

(64,838,425)

(2,020,905)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

71

10.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

11.

Subsequent

Event:

On

December

5,

2023,

the

Board

approved

the

adoption

of

a

conversion

feature

for

Class

R

of

the

RS

Value

Fund,

RS

Large

Cap

Alpha

Fund,

RS

Investors

Fund

and

Global

Energy

Transition

Fund.

Under

the

relevant

conversion

feature,

effective

after

the

close

of

business

on

March

28,

2024,

all

of

the

issued

and

outstanding

shares

of

Class

R

of

each

Fund

will

be

converted

into

shares

of

Class

A

of

each

Fund.

The

share

class

conversion

will

be

effectuated

on

the

basis

of

the

relative

NAVs

of

the

share

class

without

the

imposition

of

a

sales

charge.

Based

on

the

financial

information

for

the

Funds’

fiscal

year

ended

December

31,

2023,

Class

A

has

lower

gross

and

net

total

expense

ratios

than

Class

R.

Fair

Value

12/31/2022

Purchases

at

Cost

Proceeds

from

Sales

Realized

Gains

(Losses)

Capital

Gain

Distribution

Net

Change

in

Unrealized

Appreciation/

Depreciation

Fair

Value

12/31/2023

Dividend

Income

Global

Energy

Transition

Fund

Sunrise

Energy

Metals

Ltd.

$

7,563,102

$

—

$

—

$

—

$

—

$

(5,769,217)

$

1,793,885

$

—

72

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Shareholders

and

Board

of

Trustees

of

Victory

Portfolios

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

portfolio

investments,

of

Victory

RS

Partners

Fund,

Victory

RS

Value

Fund,

Victory

RS

Large

Cap

Alpha

Fund,

Victory

RS

Investors

Fund,

and

Victory

Global

Energy

Transition

Fund

(the

“Funds”),

each

a

series

of

Victory

Portfolios,

as

of

December

31,

2023,

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

December

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

of

the

investment

companies

advised

by

Victory

Capital

Management

Inc.

since

2015.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

23,

2024

Supplemental

Information

December

31,

2023

Victory

Portfolios

73

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 37

portfolios

in

the

Trust, 27

portfolios

in

Victory

Portfolios

II,

and six

portfolios

in

Victory

Variable

Insurance

Funds,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

service

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

Mr.

Brown

is

an

"Interested

Person"

by

reason

of

his

relationship

with

the

Adviser.

The

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

of

the

Trust

and

is

available,

without

charge,

by

calling

800-539-3863.

Name

and

Date

of

Birth

Position

Held

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

Other

Directorships

Held

During

Past

5

Years

Independent

Trustees

David

Brooks

Adcock,

(October

1951)

Trustee

May

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

May

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(May

1961)

Trustee

July

2016

Chair,

CEO

and

Co-Founder

of

TriLinc

Global,

LLC,

an

investment

firm.

TriLinc

Global

Impact

Fund,

LLC

(since

2012).

Leigh

A.

Wilson,

(December

1944)

Trustee

November

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

74

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

and

their

principal

occupations

during

the

past

five

years

are

detailed

in

the

following

table.

Each

officer

serves

until

the

earlier

of

his

or

her

resignation,

removal,

retirement,

death,

or

the

election

of

a

successor.

The

mailing

address

of

each

officer

of

the

Trust

is

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

The

officers

of

the

Trust

receive

no

compensation

directly

from

the

Trust

for

performing

the

duties

of

their

offices.

Name

and

Date

of

Birth

Position

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

December

1997

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Portfolios

75

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

each

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Funds'

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863

(800-235-8396

for

Member

Class). Each

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

Availability

of

Schedules

of

Portfolio

Investments:

The

Trust

files

a

complete

list

of

Schedules

of

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

of

each

fiscal

year

on

Form

N-PORT-P

and are

available

on

the

SEC’s

website

at

sec.gov.

Expense

Examples

As

a

shareholder

of

the

Fund,

you

may

incur

two

types

of

costs:

(1)

transaction

costs, including

sales

charges

(loads)

on

purchases;

 and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

These

examples

are

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

These

examples

are

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2023,

through

December

31,

2023.

The

Actual

Expense

figures

in

the

table

below

provide

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

below,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

table

under

the

heading

entitled

“Actual

Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

The

Hypothetical

Expense

figures

in

the

table

below

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds.

Please

note

the

expenses

shown

in

the

table

below

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs.

Therefore,

the

hypothetical

expenses

in

the

table

are

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

RS

Partners

Fund

Class

A

...............................

$

1,000.00

$

1,085.10

$

1,018.55

$

6.94

$

6.72

1.32%

Class

R

...............................

1,000.00

1,083.00

1,016.69

8.87

8.59

1.69%

Class

R6

..............................

1,000.00

1,087.50

1,020.72

4.68

4.53

0.89%

Class

Y

...............................

1,000.00

1,087.40

1,020.47

4.95

4.79

0.94%

Member

Class

..........................

1,000.00

1,086.30

1,019.51

5.94

5.75

1.13%

RS

Value

Fund

Class

A

...............................

1,000.00

1,038.50

1,018.65

6.68

6.61

1.30%

Class

C

...............................

1,000.00

1,034.70

1,014.77

10.62

10.51

2.07%

Class

R

...............................

1,000.00

1,036.50

1,016.69

8.67

8.59

1.69%

Class

Y

...............................

1,000.00

1,039.60

1,019.86

5.45

5.40

1.06%

RS

Large

Cap

Alpha

Fund

Class

A

...............................

1,000.00

1,080.90

1,020.72

4.67

4.53

0.89%

Class

C

...............................

1,000.00

1,076.70

1,016.69

8.85

8.59

1.69%

Class

R

...............................

1,000.00

1,079.00

1,018.85

6.60

6.41

1.26%

Class

Y

...............................

1,000.00

1,082.20

1,021.78

3.57

3.47

0.68%

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

76

(Unaudited)

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

RS

Investors

Fund

Class

A

...............................

1,000.00

1,075.90

1,018.50

6.96

6.77

1.33%

Class

C

...............................

1,000.00

1,071.90

1,014.77

10.81

10.51

2.07%

Class

R

...............................

1,000.00

1,071.90

1,015.38

10.18

9.91

1.95%

Class

Y

...............................

1,000.00

1,077.40

1,019.91

5.50

5.35

1.05%

Global

Energy

Transition

Fund

Class

A

...............................

1,000.00

888.90

1,017.74

7.05

7.53

1.48%

Class

C

...............................

1,000.00

885.20

1,013.71

10.83

11.57

2.28%

Class

R

...............................

1,000.00

886.90

1,015.83

8.85

9.45

1.86%

Class

Y

...............................

1,000.00

890.50

1,019.41

5.48

5.85

1.15%

*

Expenses

are

equal

to

the

average

account

value

multiplied

by

the

Fund’s

annualized

expense

ratio

multiplied

by

184/365

(the

number

of

days

in

the

most

recent

fiscal

half-year

divided

by

the

number

of

days

in

the

fiscal

year).

Victory

Portfolios

77

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Funds

hereby

designate

the

maximum

amount

allowable

of

their

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.  Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of:

For

the

year

ended

December

31,

2023,

the

following

Funds

designated

short-term

capital

gain

distributions

in

the

amount

of:

For

the

year

ended

December

31,

2023,

the

following

Funds

designated

long-term

capital

gain

distributions

in

the

amount

of:

The

following

Funds

intends

to

elect

to

pass

through

to

shareholders

the

income

tax

credit

for

taxes

paid

to

foreign

countries.

Foreign

source

income

and

foreign

tax

expense

per

shares

outstanding

on

December

31,

2023,

were

as

follow:

Percent

RS

Partners

Fund

...................................................................................

41%

RS

Value

Fund

.....................................................................................

100%

RS

Large

Cap

Alpha

Fund

............................................................................

100%

RS

Investors

Fund

..................................................................................

100%

Global

Energy

Transition

Fund

.........................................................................

9%

Amount

RS

Partners

Fund

...................................................................................

$

9,355,196

RS

Value

Fund

.....................................................................................

650,948

RS

Investors

Fund

..................................................................................

31,632

Amount

RS

Partners

Fund

...................................................................................

$

12,206,133

RS

Value

Fund

.....................................................................................

16,143,271

RS

Large

Cap

Alpha

Fund

............................................................................

2,442,032

RS

Investors

Fund

..................................................................................

324,547

Foreign

Source

Income

Foreign

Tax

Expense

Global

Energy

Transition

Fund

.................................................

$

0.60

$

0.10

Victory

Portfolios

78

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreements

The

Board

approved

the

advisory

agreement

with

the

Adviser,

on

behalf

of

each

of

the

Funds

(the

“Advisory

Agreement”),

and

the

sub-advisory

agreement

between

SailingStone

Capital

Partners

LLC

(the

“Sub-Adviser”)

and

the

Adviser,

on

behalf

of

the

Global

Energy

Transition

Fund

(the

“Sub-Advisory

Agreement”

and

together

with

the

Advisory

Agreement,

the

“Agreements”),

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Funds

and

the

Agreements

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreements,

the

Board

requested

from

the

Adviser

and

Sub-Adviser

certain

information

concerning

the

Funds

to

assist

it

in

evaluating

the

terms

of

the

Agreements.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

and

the

Sub-Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreements.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

by

legal

counsel

to

the

Funds

and

independent

legal

counsel

to

the

Independent

Trustees.

The

Board

considered

each

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

as

significant

factors

in

determining

whether

the

Agreements

should

be

continued.

The

Board

reviewed

numerous

factors

with

respect

to

each

Fund,

including

the

services

to

be

provided

by

the

Sub-Adviser.

In

considering

whether

the

compensation

paid

to

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

the

Funds

for

the

services

provided

by

the

Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

performance

of

the

Funds

as

compared

to

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

of

scale

that

would

benefit

Fund

shareholders

as

the

Funds

grow

(acknowledging

that

economies

of

scale

can

be

complex

to

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

be

appropriate;

Whether

the

fee

would

be

sufficient

to

enable

the

Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Funds;

The

fees

paid

by

other

clients

of

the

Adviser

whose

accounts

are

managed

in

a

similar

investment

style

and

any

differences

in

the

services

provided

to

the

other

clients

compared

to

those

provided

to

the

Funds;

The

total

expenses

of

each

Fund;

Management’s

commitment

to

operating

the

Funds

at

competitive

expense

levels;

The

profitability

of

the

Adviser

(as

reflected

by

comparing

fees

earned

against

an

estimate

of

the

Adviser’s

costs)

with

respect

to

the

Adviser’s

relationship

with

the

Funds;

Research

and

other

service

benefits

received

by

the

Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Adviser,

and

its

affiliates,

including

revenues

paid

to

the

Adviser,

or

its

affiliates,

by

the

Funds

for

administration

and

fund

accounting

services,

shareholder

services

and

distribution;

The

capabilities

and

financial

condition

of

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

each

Fund

and

the

Adviser.

In

considering

whether

the

compensation

paid

to

the

Sub-Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

the

Fund

for

the

services

provided

by

the

Sub-Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

fees

payable

for

the

services;

Representations

by

the

Adviser

that

the

sub-advisory

fee

for

the

Fund

is

within

the

range

of

fees

agreed

to

in

the

market

for

similar

services;

Whether

the

fee

would

be

sufficient

to

enable

the

Sub-Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Fund;

Management’s

commitment

to

operating

the

Fund

at

competitive

expense

levels;

Research

and

other

service

benefits

received

by

the

Sub-Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Sub-Adviser

as

a

result

of

its

sub-advisory

relationship

with

the

Fund;

The

capabilities

and

financial

condition

of

the

Sub-Adviser;

The

nature,

quality

and

extent

of

the

oversight

and

compliance

services

provided

by

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Sub-Adviser.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

79

(Unaudited)

The

Board

reviewed

each

Fund’s

current

management

fee,

comprised

of

the

advisory

fee

plus

the

administrative

services

fee

paid

to

the

Adviser,

in

the

context

of

the

Adviser’s

business

and

services

with

respect

to

each

Fund

individually

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

to

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

each

Fund’s

gross

management

fee

and

total

operating

expense

ratio

on

a

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

of

a

universe

of

comparable

mutual

funds

compiled

by

the

consultant,

and

a

peer

group

of

funds

with

similar

investment

strategies

selected

by

that

consultant

from

the

universe

of

comparable

funds.

The

Board

reviewed

the

factors

and

methodology

used

by

the

consultant

in

the

selection

of

each

Fund’s

peer

group,

including

the

consultant’s

selection

of

a

broad

universe

of

funds,

the

more

specific

universe

of

comparable

funds,

and

peer

groups

of

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

to

the

consultant’s

methodology

as

compared

to

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

if

any.

With

respect

to

certain

Funds,

the

Board

also

reviewed

fees

and

other

information

related

to

the

Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

noted

that

none

of

the

advisory

fee

arrangements

for

these

Funds

included

breakpoints,

which

would

be

a

structure

that

results

in

reduced

fees

as

a

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

to

limit

expenses

as

discussed

in

more

detail

below.

For

Funds

with

total

net

expense

ratios

that

ranked

within

the

fourth

quartile

(most

expensive)

in

relation

to

their

peers

as

evaluated

by

a

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

the

level

of

fees

and

the

nature

of

the

services

provided.

The

Adviser

reviewed

additional

relevant

circumstances,

which

included,

among

other

things,

specialized

strategies,

small

or

decreasing

assets,

or

rapid

or

recent

changes

in

peer

expense

ratios.

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

to

the

Funds

by

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

of

the

Funds’

day-to-day

operations

and

oversight

of

Fund

accounting,

assistance

in

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

of

the

Funds

and

the

Trust.

With

respect

to

the

Global

Energy

Transition

Fund,

the

Board

also

considered

information

concerning

the

fee

paid

to

the

Sub-Adviser

under

the

Sub-Advisory

Agreement.

The

Board

considered

the

relative

roles

and

responsibilities

of

the

Adviser

and

Sub-Adviser

with

respect

to

the

Fund

and

noted

that,

among

other

things:

(1)

the

sub-advisory

fees

for

the

Fund

are

paid

by

the

Adviser

and,

therefore,

are

not

a

direct

expense

of

the

Fund;

and

(2)

the

Adviser

supervises

the

Sub-Adviser.

The

Board

also

considered

the

Adviser’s

representation

that

the

fees

to

be

paid

to

the

Sub-Adviser

are

within

the

range

of

sub-advisory

fees

paid

to

other

sub-advisers

for

similar

services.

The

Board

reviewed

fees

and

other

information

related

to

the

Sub-Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

recognized

that

because

the

sub-advisory

fees

are

paid

by

the

Adviser,

any

arrangement

by

the

Sub-

Adviser

to

either

increase

or

reduce

its

fee

would

have

no

direct

impact

on

the

Fund

or

its

shareholders.

The

Board

found

that

the

gross

annual

management

fee

paid

by

each

Fund

was

within

the

range

of

management

fees

paid

by

each

Fund’s

respective

peer

group.

The

Board

also

found

that

each

Fund’s

Class

A

net

annual

expense

ratio,

taking

into

account

any

shareholder

servicing

or

distribution

fees,

was

reasonable

as

compared

with

each

Fund’s

respective

peer

group.

The

Board

considered

the

Adviser’s

contractual

agreement

with

each

Fund

to

waive

its

fees

and

reimburse

expenses

of

certain

classes

for

a

specified

period

of

time,

as

described

in

the

Fund’s

prospectus.

The

Board

reviewed

each

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

of

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

of

the

Fund

and

the

peer

group

funds

are

net

of

expenses,

while

the

performance

of

the

benchmark

index

reflects

gross

returns.

The

Board

reviewed

various

other

specific

factors

with

respect

to

each

Fund,

as

described

below.

In

their

deliberations,

the

Trustees

did

not

rank

the

importance

of

any

particular

information

or

factor

considered

and

each

Trustee

may

have

attributed

different

weights

to

various

factors.

RS

Partners

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

noted

that

the

Adviser

reduced

the

Fund’s

management

fee

in

June

2023.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Value

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

the

one-,

three-

and

five-year

periods,

underperformed

the

benchmark

index

for

the

ten-year

period,

underperformed

the

peer

group

median

for

the

one-year

period,

and

outperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

80

(Unaudited)

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Large

Cap

Alpha

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-,

five-,

and

ten-year

periods,

outperformed

the

benchmark

index

for

the

three-year

period,

underperformed

the

peer

group

median

for

the

one-

and

five-year

periods,

and

outperformed

the

peer

group

median

for

the

three-

and

ten-year

periods.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

fund;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Investors

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-

and

ten-year

periods,

outperformed

the

benchmark

index

for

the

three-

and

five-year

periods,

underperformed

the

peer

group

median

for

the

one-year

period,

and

outperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

fund;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Global

Energy

Transition

Fund:

The

Board

noted

that

effective

May

1,

2021,

the

Fund

changed

its

principal

investment

strategy

and

name.

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-

and

ten-year

periods,

outperformed

the

benchmark

index

for

the

three-

and

five-year

periods,

outperformed

the

peer

group

median

for

the

one-,

three-

and

five-year

periods,

and

underperformed

the

peer

group

median

for

the

ten-year

period.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion:

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Funds’

shareholders,

particularly

in

light

of

the

nature

of

the

Funds

and

the

services

required

to

support

the

Funds;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Funds;

and

(iii)

the

Agreement,

on

behalf

of

the

Funds

discussed

above,

was

consistent

with

the

best

interests

of

each

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

on

behalf

of

each

Fund,

for

an

additional

annual

period

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Adviser

under

the

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services,

the

profitability

of

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

of

the

fee

paid

to

the

fees

paid

by

other

investment

companies;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

to

the

management

of

the

Funds

and

the

creation

of

a

broad-based

family

of

funds,

which

entails

a

substantial

commitment

of

the

Adviser’s

resources

to

the

successful

operation

of

the

Funds;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Funds,

including

the

retention

of

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

to

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

The

Adviser’s

oversight

of

the

Sub-Adviser;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

81

(Unaudited)

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

concluded,

among

other

things,

that

the

Sub-Advisory

Agreement,

with

respect

to

the

Global

Energy

Transition

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders

and

unanimously

approved

the

Sub-Advisory

Agreement

(including

the

fees

to

be

charged

for

services

thereunder),

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Sub-Adviser

under

the

Sub-Advisory

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services

and

the

estimated

profitability

of

the

Sub-Adviser’s

relationship

with

the

Fund;

The

relative

roles

and

responsibilities

of

the

Adviser

and

the

Sub-Adviser

under

the

Sub-Advisory

Agreement;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

portfolio

management

team

of

the

Sub-Adviser,

which

have

resulted

in

the

Fund

achieving

its

stated

investment

objective;

The

Sub-Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Fund;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Sub-Adviser.

Victory

Portfolios

82

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

83

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

84

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

VPRSVF-AR

(12/23)

December

31,

2023

Annual

Report

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Victory

RS

Growth

Fund

Victory

RS

Science

and

Technology

Fund

Victory

RS

Small

Cap

Equity

Fund

vcm.com

News,

Information

And

Education

24

Hours

A

Day,

7

Days

A

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

a

convenient

way

to

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

share

prices

The

latest

fund

news

Investment

resources

to

help

you

become

a

better

investor

A

section

dedicated

to

investment

professionals

Whether

you’re

a

potential

investor

searching

for

the

fund

that

matches

your

investment

philosophy,

a

seasoned

investor

interest-

ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Portfolios

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

/

Investment

Overview

(Unaudited)

5

Investment

Objectives

and

Portfolio

Holdings

(Unaudited)

25

Schedules

of

Portfolio

Investments

Victory

RS

Small

Cap

Growth

Fund

31

Victory

RS

Select

Growth

Fund

34

Victory

RS

Mid

Cap

Growth

Fund

36

Victory

RS

Growth

Fund

38

Victory

RS

Science

and

Technology

Fund

40

Victory

RS

Small

Cap

Equity

Fund

43

Financial

Statements

Statements

of

Assets

and

Liabilities

45

Statements

of

Operations

47

Statements

of

Changes

in

Net

Assets

49

Financial

Highlights

54

Notes

to

Financial

Statements

83

Report

of

Independent

Registered

Public

Accounting

Firm

92

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

93

Proxy

Voting

and

Portfolio

Holdings

Information 

95

Expense

Examples

95

Additional

Federal

Income

Tax

Information

97

Advisory

Contract

Approval

98

Privacy

Policy

101

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

Visit

our

website

at:

vcm.com

IRA

DISTRIBUTION

WITHHOLDING

DISCLOSURE

We

generally

must

withhold

federal

income

tax

at

a

rate

of

10%

of

the

taxable

portion

of

your

distribution

and,

if

you

live

in

a

state

that

requires

state

income

tax

withholding,

at

your

state’s

tax

rate.

However,

you

may

elect

not

to

have

withholding

apply

or

to

have

income

tax

withheld

at

a

higher

rate.

Any

withholding

election

that

you

make

will

apply

to

any

subsequent

distribution

unless

and

until

you

change

or

revoke

the

election.

If

you

wish

to

make

a

withholding

election,

or

change

or

revoke

a

prior

withholding

election,

call

800-539-3863

(800-235-8396

for

Member

Class)

and

form

W-4P

(OMB

No.

1545-0074

withholding

certificate

for

pension

or

annuity

payments)

will

be

electronically

sent.

If

you

do

not

have

a

withholding

election

in

place

by

the

date

of

a

distribution,

federal

income

tax

will

be

withheld

from

the

taxable

portion

of

your

distribution

at

a

rate

of

10%.

If

you

must

pay

estimated

taxes,

you

may

be

subject

to

estimated

tax

penalties

if

your

estimated

tax

payments

are

not

sufficient

and

sufficient

tax

is

not

withheld

from

your

distribution.

For

more

specific

information,

please

consult

your

tax

adviser.

The

Funds

are

distributed

by

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

is

the

investment

adviser

to

the

Funds

and

receives

fees

from

the

Funds

for

performing

services

for

the

Funds.

This

report

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

a

current

prospectus

of

the

Victory

Funds.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

at

vcm.com

or

call

800-539-3863

(800-235-8396

for

Member

Class).

Read

it

carefully

before

you

invest

or

send

money.

The

information

in

this

report

is

based

on

data

obtained

from

recognized

services

and

sources

and

is

believed

to

be

reliable.

Any

opinions,

projections,

or

recommendations

in

this

report

are

subject

to

change

without

notice

and

are

not

intended

as

individual

investment

advice.

Past

investment

performance

of

the

Funds,

markets

or

securities

mentioned

herein

should

not

be

considered

to

be

indicative

of

future

results.

NOT

FDIC

INSURED

NO

BANK

GUARANTEE

MAY

LOSE

VALUE

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863

(800-235-8396

for

Member

Class) or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

Small

Cap

Growth

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks

as

measured

by

Russell

2000

®

Growth

Index

(the

“Index”),

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index,

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

definitely

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

is

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Small

Cap

Growth

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

19.80%

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

18.66%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

small-cap

companies

that

we

believe

have

the

potential

to

produce

sustainable

earnings

growth

over

a

multi-year

horizon.

The

Fund’s

outperformance

relative

to

the

Index

for

the

12-month

period

ended

December

31,

2023

was

driven

by

outperformance

within

the

consumer

staples

and

industrials

sectors,

offset

by

underperformance

in

the

health

care

sector.

Within

the

consumer

staples

sector,

the

largest

driver

of

outperformance

was

BellRing

Brands,

Inc.

(“BellRing”),

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-to-drink

(RTD)

beverages.

We

own

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market,

and

its

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

2023

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

very

strong

increase

in

net

sales,

showcasing

their

adeptness

in

market

responsiveness

and

strategic

management.

Within

the

health

care

sector,

one

of

the

largest

drivers

of

relative

underperformance

was

Inspire

Medical

Systems,

Inc.

(“Inspire”),

a

medical

technology

company

focused

on

the

development

and

commercialization

of

minimally

invasive

solutions

6

Victory

RS

Small

Cap

Growth

Fund

Managers’

Commentary

(continued)

(Unaudited)

for

patients

with

obstructive

sleep

apnea.

We

own

Inspire

given

its

promising

minimally

invasive

stimulation

therapy

for

sleep

apnea,

relatively

low

current

market

penetration

and

anticipated

catalysts

supporting

outsized

growth,

and

durable

competitive

advantages.

The

stock

underwhelmed

in

2023

given

concerns

over

the

impact

of

Glucagon-like

peptide-1

(“GLP1s”)

weight-loss

drugs

on

the

sleep

apnea

space.

The

negative

market

reaction

stemmed

from

concerns

raised

during

an

earnings

call

about

how

GLP1s

might

affect

Inspire’s

position

in

the

sleep

apnea

market.

We

believe

this

concern

is

overblown

and

that

GLP1s

may

have

a

path

to

where

they

increase

the

funnel

for

new

patients

that

are

currently

disqualified

given

their

high

body

mass.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

Fund.

7

Victory

RS

Small

Cap

Growth

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Small

Cap

Growth

Fund —

Growth

of

$10,000

1

The

unmanaged Russell

2000

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

2000

® 

Index

companies

with

higher

price-to-book

ratios

and

forecasted

growth

values.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

INCEPTION

DATE

11/30/87

9/6/07

1/22/07

7/12/17

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Russell

2000

®

Growth

Index

1

One

Year

19.80%

12.92%

18.91%

17.91%

19.26%

20.23%

20.14%

18.66%

Five

Year

4.97%

3.74%

4.18%

4.18%

4.48%

5.34%

5.26%

9.22%

Ten

Year

5.78%

5.15%

5.14%

5.14%

5.32%

N/A

6.06%

7.16%

Since

Inception

N/A

N/A

N/A

N/A

N/A

5.07%

N/A

N/A

8

Victory

RS

Select

Growth

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks

as

measured

by

Russell

2000

®

Growth

Index,

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index,

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-

cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

continues

to

be

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Select

Growth

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

18.63%

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Russell

2500™

Growth

Index

(the

“Index”),

which

returned

18.93%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

small-

and

mid-cap

companies

that

we

believe

have

the

potential

to

produce

sustainable

earnings

growth

over

a

multi-year

horizon.

The

Fund’s

underperformance

relative

to

the

Index

for

the

12-month

period

ended

December

31,

2023

was

driven

by

stock

selection

within

the

health

care

sector.

Stock

selection

in

the

consumer

staples

and

consumer

discretionary

sectors

offset

a

portion

of

the

Fund’s

underperformance.

Within

the

health

care

sector,

one

of

the

largest

drivers

of

underperformance

was

Insulet,

Corp.,

a

medical

device

company

focused

on

Continuous

Glucose

Monitoring

(CGM)

systems

and

services

for

the

large

addressable

diabetes

market.

We

like

the

company’s

position

in

this

large,

untapped

market

and

believe

that

Insulet

has

many

identifiable

and

durable

competitive

advantages.

The

stock

underwhelmed

in

2023

given

concerns

over

the

impact

of

Glucagon-like-peptide-1

(“GLP1s”)

weight-loss

drugs

on

the

diabetes

space.

The

negative

market

reaction

stemmed

from

concerns

about

how

GLP1s

might

affect

the

overall

size

of

the

diabetes

market

if

massive

swaths

of

consumers

gain

access

to

these

new

drugs

and

avoid

developing

diabetes.

We

believe

this

concern

is

overblown

and

that

GLP1s

may

have

many

long-term

health

benefits

for

many

patients,

while

others

struggle

to

keep

the

weight

off.

Additionally,

the

market

will

grow

naturally

for

Insulet’s

products

outside

of

the

obesity

led

diabetes

category.

9

Victory

RS

Select

Growth

Fund

Managers’

Commentary

(continued)

(Unaudited)

Within

the

consumer

staples

sector,

one

of

the

largest

drivers

of

outperformance

was

BellRing

Brands,

Inc.

(“BellRing”),

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-

to-drink

(“RTD”)

beverages.

We

own

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market,

and

its

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

2023

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

very

strong

increase

in

net

sales,

showcasing

their

adeptness

in

market

responsiveness

and

strategic

management.

Within

the

consumer

discretionary

sector,

one

of

the

largest

drivers

of

outperformance

was

apparel

company,

Abercrombie

&

Fitch

Co.,

(“Abercrombie

&

Fitch”).

Abercrombie

&

Fitch

is

experiencing

a

renaissance

in

their

brand

and

as

such

has

been

appealing

to

a

younger

demographic

in

a

post-Covid,

more

casual,

less

flashy

apparel

environment.

Younger

consumers

are

resonating

with

Abercrombie

&

Fitch’s

subtle

fashion

style,

affordable

price

points,

and

durability.

After

years

of

lagging

metrics,

the

company

has

executed

well

across

multiple

fronts:

sales

growth,

margin

improvement,

inventory

management

and

returns

on

capital

and

investors

are

taking

notice

of

the

turnaround

at

Abercrombie

&

Fitch.

The

stock

performed

extremely

well

in

the

fourth

quarter

as

investors

applauded

these

efforts

with

multiple

expansions

on

top

of

increased

earnings.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

fund.

10

Victory

RS

Select

Growth

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Select

Growth

Fund —

Growth

of

$10,000

1

The

unmanaged

Russell

2500

TM

 Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

those

companies

in

the

Russell

2500

TM

Index

with

higher

price-to-book

ratios

and

higher

forecasted

growth

values.

 This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

2

The

unmanaged

Russell

2000

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

2000

®

Index

companies

with

higher

price-to-book

ratios

and

foreca

sted

growth

values.  This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

INCEPTION

DATE

8/1/96

11/15/07

2/12/07

11/15/16

5/1/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Russell

2500

TM

Growth

Index

1

Russell

2000

®

Growth

Index

2

One

Year

18.63%

11.79%

17.78%

16.78%

18.03%

19.12%

19.00%

18.93%

18.66%

Five

Year

8.59%

7.31%

7.76%

7.76%

8.04%

8.97%

8.88%

11.43%

9.22%

Ten

Year

5.85%

5.23%

5.19%

5.19%

5.34%

N/A

6.13%

8.78%

7.16%

Since

Inception

N/A

N/A

N/A

N/A

N/A

7.87%

N/A

N/A

N/A

11

Victory

RS

Mid

Cap

Growth

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks

as

measured

by

Russell

2000

®

Growth

Index,

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index

(the

“Index”),

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-

cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

is

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

Mid

Cap

Growth

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

17.91%

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Index,

which

returned

25.87%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

mid-cap

companies

that

we

believe

have

the

potential

to

produce

sustainable

earnings

growth

over

a

multi-year

horizon.

The

Fund’s

underperformance

relative

to

the

Index

for

the

twelve-month

period

ended

December

31,

2023

was

driven

by

stock

selection

within

the

health

care

and

consumer

discretionary

sectors,

while

stock

selection

in

consumer

staples

and

energy

offset

a

portion

of

the

Fund’s

negative

relative

performance.

Within

the

health

care

sector,

one

of

the

largest

underperformers

was

West

Pharmaceuticals

Services,

Inc.

(“West”),

a

biopharmaceutical

company

that

is

focused

on

proprietary

packaging,

containment

and

drug

delivery

products,

along

with

analytical

lab

services,

to

biologic,

generic

and

pharmaceutical

drug

customers.

West

is

a

very

defensive

and

steady

health

care

company,

and

during

the

fourth

quarter

the

market

favored

clinical

stage

biotech

and

other

higher-beta

companies.

We

believe

West’s

dominant

market

share

and

strong

competitive

advantages

in

the

biologics

packaging

market

positions

it

well

to

outperform

as

the

industry

recovers,

and

as

such

West

remains

a

core

holding

and

a

unique

way

to

leverage

the

positive

trends

we

see

in

biotech.

Within

the

health

care

sector,

another

driver

of

underperformance

was

Insulet,

Corp.,

a

medical

device

company

focused

on

Continuous

Glucose

Monitoring

(CGM)

systems

and

services

for

the

large

addressable

diabetes

market.

We

like

the

company’s

12

Victory

RS

Mid

Cap

Growth

Fund

Managers’

Commentary

(continued)

(Unaudited)

position

in

this

large,

untapped

market

and

believe

that

Insulet

has

many

identifiable

and

durable

competitive

advantages.

The

stock

also

underwhelmed

in

2023

given

concerns

over

the

impact

of

Glucagon-like

peptide-1

(“GLP1s”)

weight-loss

drugs

on

the

diabetes

space.

The

negative

market

reaction

stemmed

from

concerns

about

how

GLP1s

might

affect

the

overall

size

of

the

diabetes

market

if

massive

swaths

of

consumers

gain

access

to

these

new

drugs

and

avoid

developing

diabetes.

We

believe

this

concern

is

overblown

and

that

GLP1s

may

have

many

long-term

health

benefits

for

many

patients,

while

others

struggle

to

keep

the

weight

off.

Additionally,

the

market

will

grow

naturally

for

Insulet’s

products

outside

of

the

obesity

led

diabetes

category.

Within

the

consumer

staples

sector,

one

of

the

largest

drivers

of

outperformance

was

BellRing

Brands,

Inc.

(“BellRing”),

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-

to-drink

(RTD)

beverages.

We

owned

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market,

and

its

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

the

most

recent

quarter

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

strong

increase

in

net

sales.

We

exited

the

position

in

the

fourth

quarter.

Within

the

energy

sector,

the

largest

contributor

to

relative

outperformance

was

Diamondback

Energy,

Inc.

(“Diamondback”),

an

exploration

and

production

(E&P)

company

focused

primarily

in

the

Permian

basin.

Diamondback

has

proven

for

many

years

to

be

best-in-class

operator

with

superior

returns

on

invested

capital

due

to

a

low-cost

drilling

competitive

advantage

and

because

of

the

quality

of

their

acreage.

In

2023,

when

quality

mattered

in

the

E&P

sector,

Diamondback

delivered

strong

cash

flow

that

was

used

to

buy

back

stock,

pay

dividends

and

reduce

debt.

The

company

also

managed

a

balanced

production

growth

plan

that

lived

within

cash

flow,

a

development

that

rewarded

investors

handsomely.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

fund.

13

Victory

RS

Mid

Cap

Growth

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Mid

Cap

Growth

Fund —

Growth

of

$10,000

1

The

unmanaged Russell

Midcap

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

those

companies

in

the

Russell

Midcap

®

Index

with

higher

price-to-book

ratios

and

higher

forecasted

growth

values. This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

Member

Class

INCEPTION

DATE

7/12/95

5/21/07

12/4/06

11/15/16

5/1/07

11/2/20

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Russell

Midcap

®

Growth

Index

1

One

Year

17.91%

11.11%

16.76%

15.76%

17.12%

18.17%

18.20%

18.09%

25.87%

Five

Year

6.78%

5.52%

5.82%

5.82%

6.15%

7.06%

7.05%

N/A

13.81%

Ten

Year

5.82%

5.19%

5.07%

5.07%

5.22%

N/A

6.08%

N/A

10.57%

Since

Inception

N/A

N/A

N/A

N/A

N/A

7.08%

N/A

-1.44%

N/A

14

Victory

RS

Growth

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

(the

“Index”)

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks,

as

measured

by

Russell

2000

®

Growth

Index,

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-

cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

is

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Growth

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

44.65%

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

42.68%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

large-cap

companies

that

we

believe

have

the

potential

to

produce

sustainable

earnings

growth

over

a

multi-year

horizon.

The

Fund’s

outperformance

relative

to

the

Index

for

the

12-month

period

ended

December

31,

2023

was

driven

by

stock

selection

within

the

technology,

industrials,

and

consumer

staples

sectors,

offset

in

part

by

stock

selection

within

the

financial

services

sector.

Within

the

technology

sector,

a

significant

outperformer

was

semiconductor

and

systems

holding

NVIDIA

Corp.

(“NVIDIA”),

a

chip

maker

that

is

benefitting

from

the

rapid

buildout

of

systems

to

handle

the

complex

analysis

of

data

created

by

generative

artificial

intelligence

(“AI”).

We

believe

that

we

are

in

the

early

innings

of

adoption,

and

that

C-level

executives

will

be

building

their

“AI

strategy”

for

the

next

several

years

in

order

to

remain

competitive.

NVIDIA

has

a

dominant

share

and

their

architecture

has

a

unique

competitive

advantage

that

we

believe

should

allow

them

to

gain

share

for

many

years.

We

continue

to

believe

that

NVIDIA’s

first

mover

advantage

will

benefit

their

revenue

and

margin

growth

over

a

multiple

year

basis.

Within

the

industrials

sector,

a

major

contributor

to

outperformance

was

transportation

holding

Old

Dominion

Freight

Line,

Inc.

(“Old

Dominion”),

a

less-than-truckload

(“LTL”)

company

that

engages

in

the

hauling

of

freight

and

logistics

for

a

multitude

of

diversified

end

markets.

We

own

Old

Dominion

because

of

its

demonstrated

growth

momentum

and

strategic

positioning

in

15

Victory

RS

Growth

Fund

Managers’

Commentary

(continued)

(Unaudited)

the

LTL

market

given

its

strong

presence

across

the

United

States

and

for

the

opportunity

for

Old

Dominion

to

gain

share

with

the

impending

bankruptcy

of

Old

Dominion

competitor

Yellow

Freight.

We

believe

Old

Dominion

will

be

clear

winner

in

the

dissolution

of

Yellow’s

service

centers

and

subsequent

customer

defection.

Within

the

consumer

staples

sector,

one

of

the

largest

drivers

of

outperformance

was

BellRing

Brands,

Inc.

(“BellRing”),

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-

to-drink

(RTD)

beverages.

We

owned

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market,

and

its

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

the

most

recent

quarter

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

strong

increase

in

net

sales.

Within

the

financial

services

sector,

one

of

the

largest

contributors

to

underperformance

was

diversified

financial

services

holding

LPL

Financial

Holdings,

Inc.

(“LPL”),

an

integrated

platform

of

brokerage

and

investment

advisory

services

to

independent

financial

advisors

and

financial

advisors

at

financial

institutions.

Over

the

years,

LPL

has

grown

its

business

and

organization

both

organically

and

through

several

acquisitions

of

other

financial

advisory

firms.

We

initially

purchased

the

stock

given

its

positioning

as

a

pure-play

advisor,

unconflicted

with

product

manufacturing

or

distribution,

which

has

reduced

the

business

model

cyclicality

given

the

shift

to

advisory

and

away

from

brokerage.

The

stock

had

performed

well

in

2022

due

to

strong

organic

growth

coupled

with

sensitivity

to

lower

interest

rates,

and

unfortunately

the

latter

weighed

heavily

on

sentiment

in

2023

and

caused

the

stock

to

underperform

despite

our

bullish

thesis.

We

exited

the

position

to

move

capital

into

other

names

within

the

financial

services

sector

that

did

not

have

exposure

to

lower

rates

ahead.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

fund.

16

Victory

RS

Growth

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Growth

Fund —

Growth

of

$10,000

1

The

unmanaged

Russell

1000

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

1000

®

Index

companies

with

higher

price-to-book

ratios

and

higher

forecasted

growth

values.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index. 

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

5/12/92

6/30/07

11/27/06

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Russell

1000

®

Growth

Index

1

One

Year

44.65%

36.34%

43.46%

42.46%

43.78%

45.05%

42.68%

Five

Year

15.29%

13.94%

14.34%

14.34%

14.61%

15.61%

19.50%

Ten

Year

11.28%

10.62%

10.55%

10.55%

10.61%

11.59%

14.86%

17

Victory

RS

Science

and

Technology

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

(i.e.,

Apple,

Microsoft,

Alphabet,

Amazon,

Nvidia,

Meta,

and

Tesla)

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks,

as

measured

by

Russell

2000

®

Growth

Index,

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index,

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-

cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

continues

to

be

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Science

&

Technology

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

32.57%

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

61.13%

return

by

the

S&P

North

American

Technology

Sector

Index™

(the

“Index”)

and

outperforming

the

26.29%

return

by

the

broader

S&P

500

®

Index.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

in

technology-oriented

companies

across

market

capitalizations

and

sectors

that

we

believe

have

greater

earnings

potential

relative

to

market

expectations.

The

Fund’s

performance

relative

to

the

index

for

the

12-month

period

ended

December

31,

2023,

was

hindered

by

exposure

to

innovative

companies

within

the

Health

Care

sector,

as

well

as

a

tilt

toward

smaller-cap

companies

relative

to

the

Index.

Within

the

technology

sector,

the

largest

detractor

was

NVIDIA

Corp.

“(NVIDIA”),

a

provider

of

semiconductor

technologies

that

drives

advances

in

artificial

intelligence

(“AI”),

high

performance

computing

(“HPC”),

gaming,

creative

design,

autonomous

vehicles,

and

robotics.

We

had

an

ending

position

of

3.54%

in

NVIDIA,

but

we

were

underweight

the

Index’s

ending

weight

of

7.41%,

largely

owed

to

the

Fund’s

preference

to

own

smaller

cap

names.

NVIDIA

had

an

incredibly

strong

year

on

the

back

of

their

position

in

providing

solutions

to

the

AI

revolution,

as

its

chips

were

in

high

demand.

While

we

continue

to

believe

in

the

NVIDIA

market

position,

we

anticipate

the

AI

tailwinds

to

drive

other

smaller

cap

holdings.

18

Victory

RS

Science

and

Technology

Fund

Managers’

Commentary

(continued)

(Unaudited)

Within

the

technology

sector,

another

driver

of

underperformance

was

information

technology

holding

was

Paycom

Software,

a

provider

of

human

capital

management

and

payroll

software.

The

company

has

had

a

compelling

model

of

high

growth

and

high

margins

from

IPO

and

has

been

a

long

held

position

in

the

Fund.

The

company

has

been

a

pioneer

in

the

field

of

payroll

software

and

has

been

transitioning

customers

to

their

vision

of

employee

led

payroll.

While

management

sees

this

as

the

model

of

the

future,

the

effort

in

transitioning

customers

has

proven

to

be

a

detractor

from

productivity.

The

stock

sold

off

meaningfully

in

the

fourth

quarter

as

they

offered

disappointing

results

and

we

moved

on

from

the

position.

Within

the

technology

sector,

another

driver

of

relative

underperformance

was

information

technology

holding

Ambarella,

Inc.

(“Ambarella”),

a

supplier

of

low-power,

high-definition

video

compression,

image

processing

and

computer

vision

semiconductors.

Ambarella

was

a

poor

performer

in

2023

as

global

macro

weakness

and

inventory

digestion

at

its

key

internet

of

things

(“IoT”)

and

automotive

customers

led

to

declining

orders

for

Ambarella’s

products.

Ambarella’s

semiconductors

are

used

in

various

products

including

security

cameras,

surveillance

systems

and

advanced

driver-assistance

systems

(“ADAS”)

in

vehicles.

We

continue

to

own

Ambarella

because

the

IoT

inventory

digestion

is

nearly

complete,

and

we

believe

demand

is

set

to

rebound

in

2024

as

the

macro

environment

improves.

Additionally,

its

computer

vision

technology

and

collaboration

with

Tier

1

automotive

suppliers

Continental

and

Bosch

uniquely

positions

the

company

to

capitalize

on

the

growing

ADAS

adoption

and

ultimately

L2+

to

L4

autonomous

vehicles

over

the

next

decade.

Within

the

technology

sector,

the

largest

driver

of

outperformance

was

software

holding

Varonis

Systems,

Inc.

(“Varonis”).

Varonis

is

a

provider

of

security

software,

especially

in

the

field

of

data

security.

The

company’s

software

helps

organizations

understand

where

data

is

exposed

in

their

organization

and

if

proper

access

controls

to

that

data

is

in

place.

We

initially

purchased

Varonis

as

it

was

transitioning

to

a

term-based

licensing

model.

In

2023,

the

stock

sold

off

after

being

one

of

earlier

companies

to

acknowledge

macro

headwinds

and

using

that

opportunity

to

transition

from

a

term-based

model

to

a

software

as

a

service

(“SaaS”)

model.

The

combination

of

resetting

guidance

and

introducing

a

SaaS

product

positioned

the

stock

to

outperform

in

2023.

Next

year,

this

SaaS

product

should

be

made

available

to

the

installed

base,

which

we

believe

will

drive

earnings

upside.

In

addition,

we

believe

Varonis

stands

to

benefit

from

the

need

for

data

security

as

a

precursor

to

AI

deployments

within

the

enterprise.

Another

contributor

within

the

technology

sector

was

holding

Monolithic

Power

Systems,

Inc.

(“MPWR”),

a

leading

provider

of

high-performance

power

management

integrated

circuits

,

as

new

design

wins,

market

share

gains

and

accelerating

spending

within

data

center

markets

to

support

new

generative

AI

applications

more

than

offset

macro

headwinds

that

negatively

impacted

semiconductor

demand

globally.

We

continue

to

own

MPWR

because

we

believe

its

best-in-class

technology

competitive

advantages

(proprietary

bottom

dead

center

manufacturing

process

that

leads

to

greater

power

efficiency,

higher

levels

of

integration,

smaller

die

size

and

lower

cost

structure)

and

exposure

to

high

growth

markets

with

increasing

semiconductor

content

like

auto,

communications

and

data

centers,

should

drive

consistent

market

share

gains

and

above-market

growth

with

expanding

profitability

and

return

on

invested

capital.

Within

the

health

care

sector,

a

material

contributor

was

biotechnology

holding

Reata

Pharmaceuticals,

Inc.

(“Reata”).

Reata

developed

Skyclarys

for

the

treatment

of

the

rare

disease

Friedreich's

ataxia.

The

company

had

applied

for

approval

of

the

drug

in

2023,

with

a

PDUFA

(Federal

Drug

Administration

(“FDA”)

decision

date)

of

February

28,

2023.

We

determined

through

our

work

that

shares

did

not

appropriately

reflect

the

likelihood

for

Skyclarys

approval

nor

the

drug’s

revenue

prospects,

and

we

established

a

position

in

the

weeks

prior

to

the

PDUFA

date.

On

February

28th,

the

drug

was

indeed

approved

by

the

FDA,

and

on

July

28th

it

was

announced

that

Biogen

had

agreed

to

acquire

Reata

at

$172.50

per

share.

At

that

point,

we

sold

our

position.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

19

Victory

RS

Science

and

Technology

Fund

Managers’

Commentary

(continued)

(Unaudited)

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

fund.

20

Victory

RS

Science

and

Technology

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Science

and

Technology

Fund —

Growth

of

$10,000

1

The

unmanaged

S&P

North

American

Technology

Sector

Index

TM

is

a

modified

capitalization-weighted

index

based

on

a

universe

of

technology-

related

stocks. 

This

index

does

not

include

th

e

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index. 

2

The

unmanaged S&P

500

® 

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

common

stocks

of

500

leading

U.S.

companies. This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

11/15/95

5/2/07

1/19/07

5/1/07

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

S&P

North

American

Technology

Sector

Index

TM1

S&P

500

®

Index

2

One

Year

32.57%

24.95%

31.56%

30.56%

32.01%

32.90%

61.13%

26.29%

Five

Year

9.34%

8.05%

8.48%

8.48%

8.85%

9.60%

22.21%

15.69%

Ten

Year

11.03%

10.38%

10.32%

10.32%

10.53%

11.30%

18.72%

12.03%

21

Victory

RS

Small

Cap

Equity

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

With

that

prospect,

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

more

than

11%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

more

than

26%.

This

is

quite

the

rebound

from

a

disappointing

2022.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

(i.e.,

Alphabet,

Amazon,

Apple,

Meta,

Microsoft,

Nvidia,

and

Tesla)

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks

as

measured

by

the

Russell

Growth

®

1000

Index

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

out

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks

as

measured

by

Russell

2000

®

Growth

Index

(the

“Index”),

returned

12.75%

during

the

fourth

quarter,

pushing

the

index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index,

delivered

returns

of

14.55%

during

the

fourth

quarter,

and

25.87%

for

the

full

year.

Although

we

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-

cap

growth

style

box,

may

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

recent

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

have

been

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

continues

to

be

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

are

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Small

Cap

Equity

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

(Class

A

Shares)

returned

7.27%

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Index,

which

returned

18.66%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

small-cap

companies

that

we

believe

have

the

potential

to

produce

sustainable

earnings

growth

over

a

multi-year

horizon.

The

Fund’s

underperformance

relative

to

the

Index

for

the

12-month

period

ended

December

31,

2023,

was

driven

by

stock

selection

within

the

technology,

health

care

and

financial

services

sectors,

while

stock

selection

in

the

consumer

staples

and

industrials

sector

offset

some

of

the

Fund’s

relative

underperformance.

Within

the

technology

sector,

the

largest

driver

of

underperformance

was

semiconductors

and

components

holding

Impinj,

Inc

“(Impinj”).

Impinj

engages

in

the

development

and

sale

of

RAIN,

a

radio

frequency

identification

solution.

Its

platform

allows

inventory

management,

patient

safety,

asset

tracking,

and

item

authentication

for

the

retail,

health

care,

supply

chain

and

logistics,

hospitality,

food

and

beverage,

and

industrial

manufacturing

industries.

We

initially

purchased

Impinj

as

the

company

is

the

market

leader

for

RAIN

radio

frequency

identification

(“RFID”)

tags,

with

~47%

market

share,

while

they

operate

in

a

huge,

open-ended

growth

opportunity

as

RFID

technology

has

been

around

for

a

while,

but

penetration

is

still

low.

There

were

~20

billion

RFID

tags

produced

in

2020

vs.

a

potential

10

trillion

annual

unit

total

addressable

market,

implying

<0.2%

penetration.

Impinj

was

a

strong

22

Victory

RS

Small

Cap

Equity

Fund

Managers’

Commentary

(continued)

(Unaudited)

performer

in

2022

driven

by

continued

strong

demand

for

RFIDs

and

wafer

upside

from

Taiwan

Semiconductor

Manufacturing

Company,

however,

a

broader

industry

downturn

in

2023

caused

Impinj

to

miss

analyst

expectations

in

2023

and

the

stock

under-

performed

meaningfully.

Within

the

health

care

sector,

a

material

driver

of

relative

underperformance

was

Inspire

Medical

Systems,

Inc.,

a

medical

technology

company

focused

on

the

development

and

commercialization

of

minimally

invasive

solutions

for

patients

with

obstructive

sleep

apnea

.

We

own

Inspire

given

its

promising

minimally

invasive

stimulation

therapy

for

sleep

apnea,

relatively

low

current

market

penetration

and

anticipated

catalysts

supporting

outsized

growth,

and

durable

competitive

advantages.

The

stock

underwhelmed

in

2023

given

concerns

over

the

impact

of

Glucagon-like

peptide-1

(“GLP1s”)

weight-loss

drugs

on

the

sleep

apnea

space.

The

negative

market

reaction

stemmed

from

concerns

raised

during

an

earnings

call

about

how

GLP1s

might

affect

Inspire’s

position

in

the

sleep

apnea

market.

We

believe

this

concern

is

overblown

and

that

GLP1s

may

have

a

path

to

where

they

increase

the

funnel

for

new

patients

that

are

currently

disqualified

given

their

high

body

mass.

Within

the

financial

services

sector,

a

driver

of

underperformance

was

consumer

finance

and

credit

services

holding

Payoneer

Global

Inc.

(“Payoneer”).

Payoneer

simplifies

the

process

for

businesses

to

pay

and

get

paid

globally

with

their

global

payments

/

commerce

platform

that

provides

services

to

both

sides

of

a

two-sided

commerce

network.

We

initially

purchased

Payoneer

given

the

growth

in

their

digital

marketplace

given

the

convenience

they

provide

consumers,

as

well

as

the

expanded

customer

base

they

offer

to

merchants.

We

had

the

view

that

estimates

for

the

company

were

too

low

given

the

large

float

they

hold

on

behalf

of

customers

that

can

now

earn

a

material

interest

in

the

higher

interest

rate

environment.

The

stock

underwhelmed

in

the

calendar

year,

despite

strong

execution

driven

by

the

company’s

growth

and

increased

penetration

of

the

company’s

offerings,

due

to

a

higher-than-expected

ramp

in

forecasted

expenses

in

2023

and

overall

sentiment

for

the

payments

category

and

the

prospect

of

lower

rates

ahead.

We

are

excited

about

the

prospects

for

Payoneer

in

2024

as

they

execute

on

their

growth

initiatives,

regardless

of

the

path

of

rates.

A

meaningful

performer

in

the

consumer

staples

sector

was

BellRing

Brands,

Inc.

(“BellRing”),

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-to-drink

(“RTD”)

beverages.

We

own

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market,

and

its

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

2023

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

very

strong

increase

in

net

sales,

showcasing

their

adeptness

in

market

responsiveness

and

strategic

management.

A

top

performer

within

the

industrials

sector

was

scientific

instruments

holding

Evoqua

Water

Technologies

Corp.

(“Evoqua”).

Evoqua

provides

water

treatment

equipment

and

services,

such

as

filter

presses,

intake

rebuilds,

and

electrocatalytic

services,

as

well

as

sludge

dryers,

digester

covers,

captivator

systems,

and

other

related

technologies

to

the

industrial,

commercial,

and

municipal

water

treatment

markets.

We

purchased

Evoqua

given

its

significant

exposure

to

services,

aftermarket

and

repair

markets,

which

provides

the

company

with

a

diverse

and

large

set

of

end

markets.

The

company

has

experienced

accelerating

organic

growth

the

last

few

years

and

was

executing

well

early

in

2023.

The

company

was

subsequently

acquired

for

a

healthy

premium

early

in

2023

by

Xylem,

Inc.

(“Xylem”).

While

we

were

optimistic

about

the

future

for

Evoqua,

the

valuation

was

compelling

for

Xylem

to

pay

a

meaningful

premium

and

illuminate

the

value

that

lies

within

our

portfolio.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

in

2024

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

back

drop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

since

November

2020,

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

a

strong

run

since

late

2020.

23

Victory

RS

Small

Cap

Equity

Fund

Managers’

Commentary

(continued)

(Unaudited)

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

fund.

24

Victory

RS

Small

Cap

Equity

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Small

Cap

Equity

Fund —

Growth

of

$10,000

1

The

unmanaged Russell

2000

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

2000

® 

Index

companies

with

higher

price-to-book

ratios

and

forecasted

growth

values.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

Member

Class

INCEPTION

DATE

5/1/97

8/7/00

5/15/01

5/1/07

11/2/20

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Russell

2000

®

Growth

Index

1

One

Year

7.27%

1.12%

6.44%

5.44%

6.71%

7.49%

7.37%

18.66%

Five

Year

3.58%

2.36%

2.71%

2.71%

3.11%

3.78%

N/A

9.22%

Ten

Year

5.34%

4.72%

4.62%

4.62%

4.87%

5.51%

N/A

7.16%

Since

Inception

N/A

N/A

N/A

N/A

N/A

N/A

-7.45%

N/A

25

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Sprout

Social,

Inc.,

Class

A

2.6%

MACOM

Technology

Solutions

Holdings,

Inc.

2.5%

CyberArk

Software

Ltd.

2.1%

Tecnoglass,

Inc.

1.8%

Clean

Harbors,

Inc.

1.8%

Varonis

Systems,

Inc.

1.7%

Skyline

Champion

Corp.

1.6%

Altair

Engineering,

Inc.,

Class

A

1.5%

Semtech

Corp.

1.5%

RH

1.5%

Information

Technology

25.5%

Health

Care

24.4%

Industrials

22.5%

Consumer

Discretionary

8.8%

Financials

8.5%

Consumer

Staples

4.7%

Energy

4.1%

Materials

1.6%

26

Victory

Portfolios

Victory

RS

Select

Growth

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Dynatrace,

Inc.

4.1%

MACOM

Technology

Solutions

Holdings,

Inc.

3.1%

Apellis

Pharmaceuticals,

Inc.

2.6%

Check

Point

Software

Technologies

Ltd.

2.6%

Clean

Harbors,

Inc.

2.4%

Five9,

Inc.

2.3%

Amicus

Therapeutics,

Inc.

2.3%

Exact

Sciences

Corp.

2.2%

YETI

Holdings,

Inc.

2.1%

Chart

Industries,

Inc.

2.1%

Information

Technology

25.1%

Health

Care

21.4%

Industrials

21.2%

Financials

10.3%

Consumer

Discretionary

8.6%

Consumer

Staples

5.8%

Energy

3.8%

Materials

1.1%

27

Victory

Portfolios

Victory

RS

Mid

Cap

Growth

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

The

Trade

Desk,

Inc.,

Class

A

3.1%

Crowdstrike

Holdings,

Inc.,

Class

A

2.9%

Pinterest,

Inc.,

Class

A

2.9%

Dexcom,

Inc.

2.8%

MSCI,

Inc.

2.7%

Ross

Stores,

Inc.

2.7%

Dynatrace,

Inc.

2.6%

Clean

Harbors,

Inc.

2.3%

West

Pharmaceutical

Services,

Inc.

2.2%

Celsius

Holdings,

Inc.

2.1%

Information

Technology

22.1%

Industrials

19.9%

Health

Care

18.9%

Consumer

Discretionary

13.4%

Financials

9.7%

Communication

Services

8.7%

Energy

4.0%

Consumer

Staples

2.9%

Real

Estate

1.0%

28

Victory

Portfolios

Victory

RS

Growth

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Microsoft

Corp.

12.4%

Apple,

Inc.

10.8%

NVIDIA

Corp.

6.2%

Alphabet,

Inc.,

Class

C

5.4%

Amazon.com,

Inc.

4.7%

Meta

Platforms,

Inc.,

Class

A

4.7%

Visa,

Inc.,

Class

A

4.2%

Tesla,

Inc.

3.1%

Eli

Lilly

&

Co.

2.8%

Vertex

Pharmaceuticals,

Inc.

2.2%

Information

Technology

44.8%

Consumer

Discretionary

13.4%

Communication

Services

13.1%

Health

Care

10.4%

Financials

7.3%

Industrials

5.8%

Consumer

Staples

4.4%

Energy

0.7%

29

Victory

Portfolios

Victory

RS

Science

and

Technology

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Microsoft

Corp.

7.7%

Meta

Platforms,

Inc.,

Class

A

5.1%

Vertex

Pharmaceuticals,

Inc.

4.6%

NVIDIA

Corp.

4.4%

Amazon.com,

Inc.

4.3%

Varonis

Systems,

Inc.

3.0%

ServiceNow,

Inc.

2.8%

Monolithic

Power

Systems,

Inc.

2.7%

MACOM

Technology

Solutions

Holdings,

Inc.

2.6%

Visa,

Inc.,

Class

A

2.2%

Information

Technology

48.7%

Health

Care

31.8%

Communication

Services

8.9%

Consumer

Discretionary

4.3%

Financials

3.1%

Industrials

1.2%

Real

Estate

0.8%

30

Victory

Portfolios

Victory

RS

Small

Cap

Equity

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Chart

Industries,

Inc.

6.3%

Payoneer

Global,

Inc.

5.8%

Skyline

Champion

Corp.

5.1%

Flywire

Corp.

5.1%

MACOM

Technology

Solutions

Holdings,

Inc.

4.7%

Semtech

Corp.

4.3%

Tecnoglass,

Inc.

3.6%

Q2

Holdings,

Inc.

3.4%

Under

Armour,

Inc.,

Class

C

3.4%

Shift4

Payments,

Inc.,

Class

A

3.3%

Industrials

26.5%

Information

Technology

24.4%

Financials

18.4%

Health

Care

13.3%

Consumer

Discretionary

12.3%

Energy

2.7%

Consumer

Staples

0.9%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

31

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(100.1%)

Consumer

Discretionary

(8.8%):

Abercrombie

&

Fitch

Co.

(a)

...............................................

29,490

$

2,601,608

Cava

Group,

Inc.

(a)

.....................................................

88,420

3,800,292

PVH

Corp.

...........................................................

23,310

2,846,617

RH

(a)

...............................................................

28,440

8,289,691

Skyline

Champion

Corp.

(a)

................................................

118,640

8,810,206

Under

Armour,

Inc.

,

Class

C

(a)

.............................................

973,570

8,129,309

Wayfair,

Inc.

,

Class

A

(a)

..................................................

40,110

2,474,787

Wingstop,

Inc.

.........................................................

15,820

4,059,096

YETI

Holdings,

Inc.

(a)

...................................................

145,720

7,545,382

48,556,988

Consumer

Staples

(4.7%):

BellRing

Brands,

Inc.

(a)

..................................................

47,360

2,625,165

Celsius

Holdings,

Inc.

(a)

..................................................

95,300

5,195,756

elf

Beauty,

Inc.

(a)

.......................................................

22,200

3,204,348

Freshpet,

Inc.

(a)

........................................................

72,190

6,263,204

Grocery

Outlet

Holding

Corp.

(a)

............................................

231,370

6,237,735

The

Vita

Coco

Co.,

Inc.

(a)

................................................

81,110

2,080,472

25,606,680

Electronic

Equipment,

Instruments

&

Components

(2.9%):

Advanced

Energy

Industries,

Inc.

...........................................

29,520

3,215,318

Badger

Meter,

Inc.

......................................................

51,360

7,928,443

Fabrinet

(a)

............................................................

26,190

4,984,743

16,128,504

Energy

(4.1%):

Callon

Petroleum

Co.

(a)

..................................................

131,380

4,256,712

Matador

Resources

Co.

...................................................

110,940

6,308,048

Tidewater,

Inc.

(a)

.......................................................

72,610

5,235,907

Weatherford

International

PLC

(a)

...........................................

71,190

6,964,518

22,765,185

Financials

(8.5%):

Euronet

Worldwide,

Inc.

(a)

................................................

45,760

4,644,182

FirstCash

Holdings,

Inc.

..................................................

63,980

6,934,792

Flywire

Corp.

(a)

.......................................................

301,420

6,977,873

Payoneer

Global,

Inc.

(a)

..................................................

1,318,730

6,870,583

Remitly

Global,

Inc.

(a)

...................................................

203,300

3,948,086

Shift4

Payments,

Inc.

,

Class

A

(a)

............................................

84,200

6,259,428

Walker

&

Dunlop,

Inc.

...................................................

36,090

4,006,351

Wintrust

Financial

Corp.

..................................................

76,830

7,125,983

46,767,278

Health

Care

(24.4%):

Acadia

Healthcare

Co.,

Inc.

(a)

..............................................

71,410

5,552,842

Amicus

Therapeutics,

Inc.

(a)

...............................................

333,220

4,728,392

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

135,020

8,082,297

Arcellx,

Inc.

(a)

........................................................

32,540

1,805,970

Biohaven

Ltd.

(a)

.......................................................

44,290

1,895,612

Blueprint

Medicines

Corp.

(a)

..............................................

38,150

3,518,956

Bridgebio

Pharma,

Inc.

(a)

.................................................

126,860

5,121,338

Cabaletta

Bio,

Inc.

(a)

(b)

..................................................

115,560

2,623,212

Crinetics

Pharmaceuticals,

Inc.

(a)

...........................................

51,250

1,823,475

Cymabay

Therapeutics,

Inc.

(a)

.............................................

184,450

4,356,709

Cytokinetics,

Inc.

(a)

.....................................................

50,930

4,252,146

Disc

Medicine,

Inc.

(a)

...................................................

55,730

3,218,965

Evolent

Health,

Inc.

,

Class

A

(a)

.............................................

187,860

6,205,016

HealthEquity,

Inc.

(a)

....................................................

112,770

7,476,651

Ideaya

Biosciences,

Inc.

(a)

................................................

98,810

3,515,660

Immunovant,

Inc.

(a)

.....................................................

89,790

3,782,853

Inspire

Medical

Systems,

Inc.

(a)

............................................

33,670

6,849,488

Krystal

Biotech,

Inc.

(a)

...................................................

35,460

4,399,168

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

32

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Lantheus

Holdings,

Inc.

(a)

................................................

82,210

$

5,097,020

MoonLake

Immunotherapeutics

(a)

..........................................

41,340

2,496,523

Nuvalent,

Inc.

,

Class

A

(a)

.................................................

45,100

3,318,909

Olema

Pharmaceuticals,

Inc.

(a)

.............................................

181,780

2,550,373

Opthea

Ltd.

,

ADR

(a)

....................................................

386,965

1,141,547

Pacific

Biosciences

of

California,

Inc.

(a)

......................................

322,250

3,161,272

PROCEPT

BioRobotics

Corp.

(a)

(b)

..........................................

73,140

3,065,297

Pulmonx

Corp.

(a)

.......................................................

301,610

3,845,528

RadNet,

Inc.

(a)

........................................................

62,600

2,176,602

REVOLUTION

Medicines,

Inc.

(a)

..........................................

155,520

4,460,314

Rhythm

Pharmaceuticals,

Inc.

(a)

............................................

47,500

2,183,575

RxSight,

Inc.

(a)

........................................................

75,110

3,028,435

SI-BONE,

Inc.

(a)

.......................................................

111,060

2,331,149

SpringWorks

Therapeutics,

Inc.

(a)

...........................................

74,590

2,722,535

Structure

Therapeutics,

Inc.

,

ADR

(a)

.........................................

36,140

1,473,066

Surgery

Partners,

Inc.

(a)

..................................................

195,250

6,246,047

Vaxcyte,

Inc.

(a)

........................................................

103,090

6,474,052

134,980,994

Industrials

(22.5%):

AAR

Corp.

(a)

.........................................................

65,010

4,056,624

AeroVironment,

Inc.

(a)

...................................................

38,520

4,855,061

Applied

Industrial

Technologies,

Inc.

.........................................

47,260

8,161,329

Chart

Industries,

Inc.

(a)

..................................................

56,239

7,667,063

Clean

Harbors,

Inc.

(a)

...................................................

55,820

9,741,148

Comfort

Systems

USA,

Inc.

...............................................

16,350

3,362,705

Hexcel

Corp.

..........................................................

88,140

6,500,325

Leonardo

DRS,

Inc.

(a)

...................................................

283,740

5,686,150

Maximus,

Inc.

.........................................................

76,370

6,404,388

McGrath

RentCorp.

.....................................................

59,060

7,064,757

Moog,

Inc.

,

Class

A

.....................................................

54,690

7,918,018

NEXTracker,

Inc.

,

Class

A

(a)

..............................................

28,920

1,354,902

Paycor

HCM,

Inc.

(a)

....................................................

219,400

4,736,846

Simpson

Manufacturing

Co.,

Inc.

...........................................

32,670

6,468,007

Sunrun,

Inc.

(a)

.........................................................

74,400

1,460,472

Tecnoglass,

Inc.

........................................................

213,140

9,742,629

The

AZEK

Co.,

Inc.

(a)

...................................................

162,150

6,202,238

Vertiv

Holdings

Co.

,

Class

A

...............................................

164,480

7,899,974

Watts

Water

Technologies,

Inc.

,

Class

A

.......................................

23,770

4,952,242

WNS

Holdings

Ltd.

,

ADR

(a)

..............................................

82,687

5,225,818

Zurn

Elkay

Water

Solutions

Corp.

...........................................

154,770

4,551,786

124,012,482

IT

Services

(0.8%):

Globant

SA

(a)

.........................................................

17,370

4,133,713

Materials

(1.6%):

Avient

Corp.

..........................................................

82,220

3,417,885

Livent

Corp.

(a)

........................................................

102,950

1,851,041

Summit

Materials,

Inc.

,

Class

A

(a)

..........................................

86,660

3,332,944

8,601,870

Semiconductors

&

Semiconductor

Equipment

(5.5%):

Axcelis

Technologies,

Inc.

(a)

..............................................

16,450

2,133,401

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

150,983

14,033,870

Rambus,

Inc.

(a)

........................................................

38,970

2,659,702

Semtech

Corp.

(a)

.......................................................

379,000

8,303,890

SiTime

Corp.

(a)

........................................................

25,780

3,147,222

30,278,085

Software

(15.5%):

Altair

Engineering,

Inc.

,

Class

A

(a)

..........................................

100,280

8,438,562

Appfolio,

Inc.

,

Class

A

(a)

.................................................

20,460

3,544,490

Box,

Inc.

,

Class

A

(a)

....................................................

195,110

4,996,767

Braze,

Inc.

,

Class

A

(a)

...................................................

106,840

5,676,409

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

33

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Confluent,

Inc.

,

Class

A

(a)

................................................

141,500

$

3,311,100

CyberArk

Software

Ltd.

(a)

................................................

53,240

11,662,222

Five9,

Inc.

(a)

..........................................................

75,260

5,922,209

Gitlab,

Inc.

,

Class

A

(a)

...................................................

72,460

4,562,082

PagerDuty,

Inc.

(a)

......................................................

80,700

1,868,205

Procore

Technologies,

Inc.

(a)

..............................................

81,120

5,615,126

Q2

Holdings,

Inc.

(a)

.....................................................

132,670

5,759,205

Sprout

Social,

Inc.

,

Class

A

(a)

..............................................

234,720

14,421,197

Varonis

Systems,

Inc.

(a)

..................................................

210,270

9,521,026

85,298,600

Technology

Hardware,

Storage

&

Peripherals

(0.8%):

Super

Micro

Computer,

Inc.

(a)

.............................................

15,000

4,263,900

Total

Common

Stocks

(Cost

$444,139,412)

551,394,279

Collateral

for

Securities

Loaned

(0.3%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

390,458

390,458

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

390,458

390,458

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

390,458

390,458

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

390,458

390,458

Total

Collateral

for

Securities

Loaned

(Cost

$1,561,832)

1,561,832

Total

Investments

(Cost

$445,701,244)

—

100.4%

552,956,111

Liabilities

in

excess

of

other

assets

—

(0.4)%

(

2,472,645

)

NET

ASSETS

-

100.00%

$

550,483,466

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

5.4%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

ADR

—

American

Depositary

Receipt

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Select

Growth

Fund

34

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.3%)

Consumer

Discretionary

(8.6%):

Abercrombie

&

Fitch

Co.

(a)

...............................................

8,230

$

726,051

Cava

Group,

Inc.

(a)

(b)

...................................................

14,060

604,299

Ralph

Lauren

Corp.

.....................................................

10,200

1,470,840

RH

(a)

...............................................................

6,800

1,982,064

Wingstop,

Inc.

.........................................................

5,530

1,418,887

YETI

Holdings,

Inc.

(a)

...................................................

39,800

2,060,844

8,262,985

Consumer

Staples

(5.8%):

Celsius

Holdings,

Inc.

(a)

..................................................

35,850

1,954,542

elf

Beauty,

Inc.

(a)

.......................................................

5,140

741,908

Freshpet,

Inc.

(a)

........................................................

18,290

1,586,840

Grocery

Outlet

Holding

Corp.

(a)

............................................

46,910

1,264,694

5,547,984

Electronic

Equipment,

Instruments

&

Components

(2.8%):

Badger

Meter,

Inc.

......................................................

12,220

1,886,402

Fabrinet

(a)

............................................................

4,070

774,643

2,661,045

Energy

(3.8%):

Diamondback

Energy,

Inc.

................................................

4,540

704,063

Matador

Resources

Co.

...................................................

24,230

1,377,718

Weatherford

International

PLC

(a)

...........................................

16,220

1,586,803

3,668,584

Financials

(10.3%):

Euronet

Worldwide,

Inc.

(a)

................................................

9,850

999,676

Flywire

Corp.

(a)

.......................................................

79,710

1,845,287

Kinsale

Capital

Group,

Inc.

................................................

2,470

827,228

LPL

Financial

Holdings,

Inc.

...............................................

6,150

1,399,863

Payoneer

Global,

Inc.

(a)

..................................................

359,290

1,871,901

Shift4

Payments,

Inc.

,

Class

A

(a)

............................................

18,710

1,390,901

Wintrust

Financial

Corp.

..................................................

16,510

1,531,302

9,866,158

Health

Care

(21.4%):

Acadia

Healthcare

Co.,

Inc.

(a)

..............................................

14,880

1,157,069

Amicus

Therapeutics,

Inc.

(a)

...............................................

157,600

2,236,344

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

41,620

2,491,373

Evolent

Health,

Inc.

,

Class

A

(a)

.............................................

38,750

1,279,912

Exact

Sciences

Corp.

(a)

..................................................

29,070

2,150,598

HealthEquity,

Inc.

(a)

....................................................

19,340

1,282,242

Inspire

Medical

Systems,

Inc.

(a)

............................................

8,360

1,700,675

Krystal

Biotech,

Inc.

(a)

...................................................

11,910

1,477,555

Neurocrine

Biosciences,

Inc.

(a)

.............................................

13,230

1,743,185

Penumbra,

Inc.

(a)

.......................................................

4,720

1,187,269

Sarepta

Therapeutics,

Inc.

(a)

...............................................

15,570

1,501,415

Shockwave

Medical,

Inc.

(a)

...............................................

4,980

948,989

SpringWorks

Therapeutics,

Inc.

(a)

...........................................

36,560

1,334,440

20,491,066

Industrials

(21.2%):

Advanced

Drainage

Systems,

Inc.

...........................................

8,200

1,153,248

AeroVironment,

Inc.

(a)

...................................................

10,770

1,357,451

Applied

Industrial

Technologies,

Inc.

.........................................

8,180

1,412,604

Axon

Enterprise,

Inc.

(a)

..................................................

4,130

1,066,903

Builders

FirstSource,

Inc.

(a)

...............................................

5,310

886,451

BWX

Technologies,

Inc.

..................................................

17,850

1,369,630

Chart

Industries,

Inc.

(a)

..................................................

14,760

2,012,231

Clean

Harbors,

Inc.

(a)

...................................................

13,410

2,340,179

Genpact

Ltd.

..........................................................

31,740

1,101,695

Hexcel

Corp.

..........................................................

16,220

1,196,225

Victory

Portfolios

Victory

RS

Select

Growth

Fund

35

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Lincoln

Electric

Holdings,

Inc.

.............................................

3,090

$

671,951

Paylocity

Holding

Corp.

(a)

................................................

7,020

1,157,247

Saia,

Inc.

(a)

...........................................................

2,090

915,880

Tecnoglass,

Inc.

........................................................

35,860

1,639,161

The

AZEK

Co.,

Inc.

(a)

...................................................

25,830

987,998

Xylem,

Inc.

...........................................................

9,197

1,051,769

20,320,623

IT

Services

(1.7%):

Globant

SA

(a)

.........................................................

6,780

1,613,504

Materials

(1.1%):

Avient

Corp.

..........................................................

12,650

525,861

Livent

Corp.

(a)

........................................................

31,340

563,493

1,089,354

Semiconductors

&

Semiconductor

Equipment

(5.4%):

Entegris,

Inc.

..........................................................

6,850

820,767

Lattice

Semiconductor

Corp.

(a)

.............................................

20,190

1,392,908

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

32,460

3,017,157

5,230,832

Software

(15.2%):

Altair

Engineering,

Inc.

,

Class

A

(a)

..........................................

23,030

1,937,974

Appfolio,

Inc.

,

Class

A

(a)

.................................................

2,080

360,339

AppLovin

Corp.

,

Class

A

(a)

...............................................

42,890

1,709,167

Check

Point

Software

Technologies

Ltd.

(a)

....................................

16,220

2,478,254

Dynatrace,

Inc.

(a)

......................................................

71,410

3,905,413

Five9,

Inc.

(a)

..........................................................

28,470

2,240,304

HubSpot,

Inc.

(a)

.......................................................

3,430

1,991,252

14,622,703

Total

Common

Stocks

(Cost

$76,115,748)

93,374,838

Collateral

for

Securities

Loaned

(0.6%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

155,250

155,250

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

155,250

155,250

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

310,500

310,500

Total

Collateral

for

Securities

Loaned

(Cost

$621,000)

621,000

Total

Investments

(Cost

$76,736,748)

—

97.9%

93,995,838

Other

assets

in

excess

of

liabilities

—

2.1%

1,979,347

NET

ASSETS

-

100.00%

$

95,975,185

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

5.1%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Mid

Cap

Growth

Fund

36

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(100.6%)

Communication

Services

(8.7%):

Pinterest,

Inc.

,

Class

A

(a)

.................................................

59,990

$

2,222,030

ROBLOX

Corp.

,

Class

A

(a)

...............................................

23,620

1,079,906

Take-Two

Interactive

Software,

Inc.

(a)

........................................

5,690

915,806

The

Trade

Desk,

Inc.

,

Class

A

(a)

............................................

33,170

2,386,913

6,604,655

Consumer

Discretionary

(13.4%):

Chipotle

Mexican

Grill,

Inc.

(a)

.............................................

320

731,827

DraftKings,

Inc.

(a)

......................................................

33,660

1,186,515

Mobileye

Global,

Inc.

,

Class

A

(a)

(b)

.........................................

13,560

587,419

Ralph

Lauren

Corp.

.....................................................

5,110

736,862

RH

(a)

...............................................................

1,760

513,005

Ross

Stores,

Inc.

(b)

.....................................................

15,040

2,081,386

Skyline

Champion

Corp.

(a)

................................................

15,830

1,175,536

Under

Armour,

Inc.

,

Class

C

(a)

.............................................

130,390

1,088,757

Wingstop,

Inc.

.........................................................

1,610

413,094

YETI

Holdings,

Inc.

(a)

...................................................

17,530

907,703

Yum!

Brands,

Inc.

......................................................

6,090

795,719

10,217,823

Consumer

Staples

(2.9%):

Celsius

Holdings,

Inc.

(a)

..................................................

28,690

1,564,179

Freshpet,

Inc.

(a)

........................................................

7,230

627,275

2,191,454

Energy

(4.0%):

Cheniere

Energy,

Inc.

....................................................

8,190

1,398,115

Diamondback

Energy,

Inc.

................................................

4,350

674,598

Matador

Resources

Co.

...................................................

17,240

980,266

3,052,979

Financials

(9.7%):

Euronet

Worldwide,

Inc.

(a)

................................................

7,950

806,846

FirstCash

Holdings,

Inc.

..................................................

10,340

1,120,753

Kinsale

Capital

Group,

Inc.

................................................

2,240

750,198

LPL

Financial

Holdings,

Inc.

...............................................

6,540

1,488,635

MSCI,

Inc.

...........................................................

3,680

2,081,592

Shift4

Payments,

Inc.

,

Class

A

(a)

............................................

15,380

1,143,349

7,391,373

Health

Care

(18.9%):

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

17,650

1,056,529

Argenx

SE

(a)

..........................................................

1,140

433,690

Cencora,

Inc.

..........................................................

5,240

1,076,191

Dexcom,

Inc.

(a)

(b)

......................................................

17,050

2,115,735

Exact

Sciences

Corp.

(a)

..................................................

18,130

1,341,257

HealthEquity,

Inc.

(a)

....................................................

9,820

651,066

IDEXX

Laboratories,

Inc.

(a)

...............................................

1,940

1,076,797

Inspire

Medical

Systems,

Inc.

(a)

............................................

4,750

966,293

Insulet

Corp.

(a)

........................................................

5,780

1,254,144

Neurocrine

Biosciences,

Inc.

(a)

.............................................

4,860

640,354

Sarepta

Therapeutics,

Inc.

(a)

...............................................

5,880

567,008

Shockwave

Medical,

Inc.

(a)

...............................................

2,000

381,120

Veeva

Systems,

Inc.

,

Class

A

(a)

.............................................

5,880

1,132,018

West

Pharmaceutical

Services,

Inc.

..........................................

4,720

1,662,006

14,354,208

Industrials

(19.9%):

Advanced

Drainage

Systems,

Inc.

...........................................

4,880

686,323

Axon

Enterprise,

Inc.

(a)

..................................................

3,620

935,155

Builders

FirstSource,

Inc.

(a)

...............................................

2,710

452,407

Chart

Industries,

Inc.

(a)

..................................................

11,420

1,556,889

Clean

Harbors,

Inc.

(a)

...................................................

10,020

1,748,590

Victory

Portfolios

Victory

RS

Mid

Cap

Growth

Fund

37

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Genpact

Ltd.

..........................................................

19,220

$

667,126

HEICO

Corp.

,

Class

A

...................................................

9,190

1,309,024

Hexcel

Corp.

..........................................................

7,890

581,887

IDEX

Corp.

...........................................................

2,840

616,592

Lincoln

Electric

Holdings,

Inc.

.............................................

2,480

539,301

Pentair

PLC

...........................................................

10,550

767,091

Quanta

Services,

Inc.

....................................................

3,540

763,932

Saia,

Inc.

(a)

...........................................................

3,020

1,323,424

Tecnoglass,

Inc.

........................................................

12,910

590,116

Verisk

Analytics,

Inc.

....................................................

6,320

1,509,595

Vertiv

Holdings

Co.

,

Class

A

...............................................

23,520

1,129,666

15,177,118

Information

Technology

(22.1%):

Amphenol

Corp.

,

Class

A

.................................................

15,640

1,550,393

AppLovin

Corp.

,

Class

A

(a)

...............................................

21,340

850,399

Confluent,

Inc.

,

Class

A

(a)

................................................

42,500

994,500

Crowdstrike

Holdings,

Inc.

,

Class

A

(a)

(b)

.....................................

8,780

2,241,710

Datadog,

Inc.

,

Class

A

(a)

.................................................

10,520

1,276,918

Dynatrace,

Inc.

(a)

......................................................

36,470

1,994,544

Entegris,

Inc.

..........................................................

4,810

576,334

Fair

Isaac

Corp.

(a)

......................................................

840

977,768

Five9,

Inc.

(a)

..........................................................

14,530

1,143,366

HubSpot,

Inc.

(a)

.......................................................

2,030

1,178,496

Lattice

Semiconductor

Corp.

(a)

.............................................

10,300

710,597

MongoDB,

Inc.

(a)

......................................................

3,090

1,263,346

Monolithic

Power

Systems,

Inc.

............................................

2,170

1,368,793

Synopsys,

Inc.

(a)

.......................................................

1,310

674,532

16,801,696

Real

Estate

(1.0%):

CoStar

Group,

Inc.

(a)

....................................................

8,560

748,058

Total

Common

Stocks

(Cost

$59,584,712)

76,539,364

Collateral

for

Securities

Loaned

(2.1%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

405,925

405,925

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

405,925

405,925

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

228,300

228,300

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

583,550

583,550

Total

Collateral

for

Securities

Loaned

(Cost

$1,623,700)

1,623,700

Total

Investments

(Cost

$61,208,412)

—

102.7%

78,163,064

Liabilities

in

excess

of

other

assets

—

(2.7)%

(

2,058,538

)

NET

ASSETS

-

100.00%

$

76,104,526

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Growth

Fund

38

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(99.9%)

Communication

Services

(13.1%):

Alphabet,

Inc.

,

Class

C

(a)

.................................................

105,730

$

14,900,529

Meta

Platforms,

Inc.

,

Class

A

(a)

............................................

36,540

12,933,699

Netflix,

Inc.

(a)

.........................................................

10,240

4,985,651

The

Trade

Desk,

Inc.

,

Class

A

(a)

............................................

49,620

3,570,655

36,390,534

Communications

Equipment

(0.9%):

Arista

Networks,

Inc.

(a)

..................................................

10,500

2,472,855

Consumer

Discretionary

(13.4%):

Amazon.com,

Inc.

(a)

....................................................

86,010

13,068,359

Booking

Holdings,

Inc.

(a)

.................................................

410

1,454,360

Chipotle

Mexican

Grill,

Inc.

(a)

.............................................

1,020

2,332,699

DraftKings,

Inc.

(a)

......................................................

100,430

3,540,158

Mobileye

Global,

Inc.

,

Class

A

(a)

(b)

.........................................

46,110

1,997,485

Ross

Stores,

Inc.

.......................................................

33,890

4,690,037

Tesla,

Inc.

(a)

..........................................................

34,350

8,535,288

Yum!

Brands,

Inc.

......................................................

12,760

1,667,222

37,285,608

Consumer

Staples

(4.4%):

Celsius

Holdings,

Inc.

(a)

..................................................

76,430

4,166,963

Costco

Wholesale

Corp.

..................................................

7,810

5,155,225

PepsiCo,

Inc.

..........................................................

17,570

2,984,089

12,306,277

Energy

(0.7%):

Diamondback

Energy,

Inc.

................................................

11,700

1,814,436

Financials

(7.3%):

MSCI,

Inc.

...........................................................

6,160

3,484,404

The

Progressive

Corp.

...................................................

23,280

3,708,038

Toast,

Inc.

,

Class

A

(a)

....................................................

68,650

1,253,549

Visa,

Inc.

,

Class

A

......................................................

45,177

11,761,832

20,207,823

Health

Care

(10.4%):

Dexcom,

Inc.

(a)

........................................................

25,720

3,191,595

Eli

Lilly

&

Co.

.........................................................

13,320

7,764,494

Exact

Sciences

Corp.

(a)

..................................................

48,080

3,556,958

Intuitive

Surgical,

Inc.

(a)

.................................................

12,410

4,186,638

UnitedHealth

Group,

Inc.

.................................................

7,480

3,937,996

Vertex

Pharmaceuticals,

Inc.

(a)

.............................................

15,180

6,176,590

28,814,271

Industrials

(5.8%):

HEICO

Corp.

,

Class

A

...................................................

26,020

3,706,289

Lincoln

Electric

Holdings,

Inc.

.............................................

11,500

2,500,790

Old

Dominion

Freight

Line,

Inc.

............................................

9,590

3,887,115

Quanta

Services,

Inc.

....................................................

15,230

3,286,634

Verisk

Analytics,

Inc.

....................................................

10,750

2,567,745

15,948,573

IT

Services

(1.5%):

Snowflake,

Inc.

,

Class

A

(a)

................................................

20,910

4,161,090

Semiconductors

&

Semiconductor

Equipment

(10.7%):

Applied

Materials,

Inc.

...................................................

11,550

1,871,908

Broadcom,

Inc.

........................................................

2,650

2,958,063

Lam

Research

Corp.

.....................................................

4,660

3,649,992

Monolithic

Power

Systems,

Inc.

............................................

6,400

4,036,992

Victory

Portfolios

Victory

RS

Growth

Fund

39

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

NVIDIA

Corp.

.........................................................

34,910

$

17,288,130

29,805,085

Software

(20.9%):

Intuit,

Inc.

............................................................

8,730

5,456,512

Microsoft

Corp.

........................................................

91,430

34,381,337

Palo

Alto

Networks,

Inc.

(a)

................................................

9,110

2,686,357

Salesforce,

Inc.

(a)

......................................................

8,640

2,273,530

ServiceNow,

Inc.

(a)

.....................................................

6,550

4,627,509

Synopsys,

Inc.

(a)

.......................................................

9,100

4,685,681

Workday,

Inc.

,

Class

A

(a)

.................................................

13,340

3,682,640

57,793,566

Technology

Hardware,

Storage

&

Peripherals

(10.8%):

Apple,

Inc.

...........................................................

154,818

29,807,110

Total

Common

Stocks

(Cost

$135,513,257)

276,807,228

Collateral

for

Securities

Loaned

(0.6%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

395,348

395,348

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

395,348

395,348

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

395,348

395,348

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

395,348

395,348

Total

Collateral

for

Securities

Loaned

(Cost

$1,581,392)

1,581,392

Total

Investments

(Cost

$137,094,649)

—

100.5%

278,388,620

Liabilities

in

excess

of

other

assets

—

(0.5)%

(

1,425,139

)

NET

ASSETS

-

100.00%

$

276,963,481

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Science

and

Technology

Fund

40

See

notes

to

financial

statements.

t

Security

Description

Shares

Value

Common

Stocks

(98.8%)

Biotechnology

(25.4%):

Akero

Therapeutics,

Inc.(a)

................................................

7,780

$

181,663

Amicus

Therapeutics,

Inc.(a)

...............................................

110,780

1,571,968

AnaptysBio,

Inc.(a)

.....................................................

28,350

607,257

Apellis

Pharmaceuticals,

Inc.(a)

............................................

41,833

2,504,123

Apogee

Therapeutics,

Inc.(a)(b)

............................................

10,690

298,679

Arcellx,

Inc.(a)

........................................................

22,220

1,233,210

Autolus

Therapeutics

PLC,

ADR(a)

..........................................

78,200

503,608

Biohaven

Ltd.(a)

.......................................................

14,320

612,896

Blueprint

Medicines

Corp.(a)

..............................................

8,940

824,626

Bridgebio

Pharma,

Inc.(a)

.................................................

44,300

1,788,391

Cabaletta

Bio,

Inc.(a)

....................................................

46,390

1,053,053

Crinetics

Pharmaceuticals,

Inc.(a)

...........................................

19,580

696,656

Cytokinetics,

Inc.(a)

.....................................................

16,090

1,343,354

Disc

Medicine,

Inc.(a)

...................................................

17,660

1,020,042

Exact

Sciences

Corp.(a)

..................................................

47,760

3,533,285

Exelixis,

Inc.(a)

........................................................

14,540

348,815

Gossamer

Bio,

Inc.(a)

....................................................

163,030

148,765

Ideaya

Biosciences,

Inc.(a)

................................................

28,070

998,731

Immunovant,

Inc.(a)

.....................................................

33,050

1,392,397

Ionis

Pharmaceuticals,

Inc.(a)

..............................................

5,870

296,963

Krystal

Biotech,

Inc.(a)

...................................................

11,860

1,471,352

Merus

NV(a)

..........................................................

7,140

196,350

Mirum

Pharmaceuticals,

Inc.(a)

.............................................

13,190

389,369

MoonLake

Immunotherapeutics(a)

..........................................

14,560

879,278

Morphic

Holding,

Inc.(a)

.................................................

9,040

261,075

Natera,

Inc.(a)

.........................................................

11,230

703,447

Nuvalent,

Inc.,

Class

A(a)

.................................................

17,380

1,278,994

Olema

Pharmaceuticals,

Inc.(a)

.............................................

64,010

898,060

Opthea

Ltd.,

ADR(a)

....................................................

62,480

184,316

ORIC

Pharmaceuticals,

Inc.(a)(b)

...........................................

82,630

760,196

Regulus

Therapeutics,

Inc.(a)

..............................................

185,618

237,591

REVOLUTION

Medicines,

Inc.(a)

..........................................

61,930

1,776,152

Rhythm

Pharmaceuticals,

Inc.(a)

............................................

25,350

1,165,340

Rocket

Pharmaceuticals,

Inc.(a)

.............................................

23,290

698,001

Sagimet

Biosciences,

Inc.,

Class

A(a)(b)

......................................

33,960

184,063

Sarepta

Therapeutics,

Inc.(a)

...............................................

3,740

360,648

SpringWorks

Therapeutics,

Inc.(a)

...........................................

27,060

987,690

Tango

Therapeutics,

Inc.(a)

................................................

47,960

474,804

Tyra

Biosciences,

Inc.(a)(b)

...............................................

33,060

457,881

Vaxcyte,

Inc.(a)

........................................................

36,570

2,296,596

Vertex

Pharmaceuticals,

Inc.(a)

.............................................

19,870

8,084,904

44,704,589

Communication

Services

(8.9%):

Bandwidth,

Inc.,

Class

A(a)

................................................

28,790

416,591

Meta

Platforms,

Inc.,

Class

A(a)

............................................

25,040

8,863,158

Netflix,

Inc.(a)

.........................................................

5,560

2,707,053

Take-Two

Interactive

Software,

Inc.(a)

........................................

16,430

2,644,409

ZoomInfo

Technologies,

Inc.(a)

.............................................

53,500

989,215

15,620,426

Consumer

Discretionary

(4.3%):

Amazon.com,

Inc.(a)

....................................................

49,840

7,572,690

Electronic

Equipment,

Instruments

&

Components

(0.4%):

Trimble,

Inc.(a)

........................................................

14,770

785,764

Financials

(3.1%):

Shift4

Payments,

Inc.,

Class

A(a)

............................................

21,350

1,587,159

Visa,

Inc.,

Class

A

......................................................

14,700

3,827,145

5,414,304

Victory

Portfolios

Victory

RS

Science

and

Technology

Fund

41

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Health

Care

Equipment

&

Supplies

(1.1%):

Dexcom,

Inc.(a)

........................................................

6,920

$

858,703

Inspire

Medical

Systems,

Inc.(a)

............................................

1,830

372,277

Insulet

Corp.(a)

........................................................

1,630

353,677

Lantheus

Holdings,

Inc.(a)

................................................

5,480

339,760

1,924,417

Health

Care

Technology

(0.8%):

Veeva

Systems,

Inc.,

Class

A(a)

.............................................

7,260

1,397,695

Industrials

(1.2%):

Lyft,

Inc.,

Class

A(a)

....................................................

141,160

2,115,989

IT

Services

(2.9%):

Backblaze,

Inc.,

Class

A(a)

................................................

27,660

209,939

MongoDB,

Inc.(a)

......................................................

3,650

1,492,303

Snowflake,

Inc.,

Class

A(a)

................................................

8,990

1,789,010

Wix.com

Ltd.(a)

........................................................

12,410

1,526,678

5,017,930

Life

Sciences

Tools

&

Services

(0.8%):

Pacific

Biosciences

of

California,

Inc.(a)

......................................

139,860

1,372,027

Pharmaceuticals

(3.7%):

AN2

Therapeutics,

Inc.(a)

.................................................

34,110

698,914

Cymabay

Therapeutics,

Inc.(a)

.............................................

63,470

1,499,161

Eli

Lilly

&

Co.

.........................................................

4,500

2,623,140

EyePoint

Pharmaceuticals,

Inc.(a)

...........................................

19,320

446,485

Marinus

Pharmaceuticals,

Inc.(a)

............................................

54,980

597,633

Structure

Therapeutics,

Inc.,

ADR(a)

.........................................

13,970

569,417

6,434,750

Real

Estate

(0.8%):

Opendoor

Technologies,

Inc.(a)

.............................................

309,180

1,385,126

Semiconductors

&

Semiconductor

Equipment

(20.1%):

Aehr

Test

Systems(a)

....................................................

38,250

1,014,773

Ambarella,

Inc.(a)

......................................................

30,180

1,849,732

Applied

Materials,

Inc.

...................................................

15,170

2,458,602

Impinj,

Inc.(a)

.........................................................

21,450

1,931,144

Lam

Research

Corp.

.....................................................

3,200

2,506,432

Lattice

Semiconductor

Corp.(a)

.............................................

44,370

3,061,086

MACOM

Technology

Solutions

Holdings,

Inc.(a)

................................

49,450

4,596,377

MaxLinear,

Inc.(a)

......................................................

61,580

1,463,757

Monolithic

Power

Systems,

Inc.

............................................

7,510

4,737,158

NVIDIA

Corp.

.........................................................

15,610

7,730,384

Semtech

Corp.(a)

.......................................................

117,750

2,579,902

SiTime

Corp.(a)

........................................................

10,990

1,341,659

35,271,006

Software

(25.3%):

Amplitude,

Inc.,

Class

A(a)

................................................

50,050

636,636

AppLovin

Corp.,

Class

A(a)

...............................................

52,860

2,106,471

Confluent,

Inc.,

Class

A(a)

................................................

86,870

2,032,758

Dynatrace,

Inc.(a)

......................................................

34,200

1,870,398

Fair

Isaac

Corp.(a)

......................................................

2,980

3,468,750

Gitlab,

Inc.,

Class

A(a)

...................................................

19,750

1,243,460

Microsoft

Corp.

........................................................

35,930

13,511,117

Monday.com

Ltd.(a)

.....................................................

12,320

2,313,819

RingCentral,

Inc.,

Class

A(a)

...............................................

23,750

806,312

Salesforce,

Inc.(a)

......................................................

9,590

2,523,513

Samsara,

Inc.,

Class

A(a)

.................................................

33,940

1,132,917

ServiceNow,

Inc.(a)

.....................................................

6,960

4,917,170

Sprout

Social,

Inc.,

Class

A(a)

..............................................

26,170

1,607,885

Unity

Software,

Inc.(a)

...................................................

26,320

1,076,225

Victory

Portfolios

Victory

RS

Science

and

Technology

Fund

42

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Name

Acquisition

Date

Cost

Regulus

Therapeutics,

Inc.

.....................................

12/1/2020

$

165,796

Security

Description

Shares

Value

Varonis

Systems,

Inc.(a)

..................................................

115,070

$

5,210,370

44,457,801

Total

Common

Stocks

(Cost

$97,250,911)

173,474,514

Warrants

(0.0%)(c)

Health

Care

(0.0%):(c)

Athenex,

Inc.(a)(d)

......................................................

1,346,518

—(e)

Nuvation

Bio,

Inc.(a)

....................................................

40,710

2,443

Regulus

Therapeutics,

Inc.(a)(f)(g)

..........................................

132,637

—(e)

2,443

Total

Warrants

(Cost

$179,261)

2,443

Collateral

for

Securities

Loaned

(0.9%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares,

5.25%(h)

........

416,909

416,909

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares,

5.30%(h)

............

416,909

416,909

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares,

5.28%(h)

...............

416,909

416,909

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares,

5.26%(h)

.

416,909

416,909

Total

Collateral

for

Securities

Loaned

(Cost

$1,667,636)

1,667,636

Total

Investments

(Cost

$99,097,808)

—

99.7%

175,144,593

Other

assets

in

excess

of

liabilities

—

0.3%

479,426

NET

ASSETS

-

100.00%

$

175,624,019

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Amount

represents

less

than

0.05%

of

net

assets.

(d)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

less

than

0.05%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(e)

Rounds

to

less

than

$1.

(f)

Restricted

security

that

is

not

registered

under

the

Securities

Act

of

1933.

(g)

The

following

table

details

the

earliest

acquisition

date

and

cost

of

the

Fund's

restricted

securities

at

December

31,

2023.

(h)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

ADR

—

American

Depositary

Receipt

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Small

Cap

Equity

Fund

43

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(98.5%)

Aerospace

&

Defense

(10.8%):

AeroVironment,

Inc.

(a)

...................................................

8,250

$

1,039,830

Hexcel

Corp.

..........................................................

6,400

472,000

Leonardo

DRS,

Inc.

(a)

...................................................

50,160

1,005,206

Moog,

Inc.

,

Class

A

.....................................................

7,230

1,046,760

3,563,796

Building

Products

(4.8%):

Hayward

Holdings,

Inc.

(a)

................................................

30,210

410,856

Tecnoglass,

Inc.

........................................................

25,860

1,182,060

1,592,916

Consumer

Discretionary

(12.3%):

Abercrombie

&

Fitch

Co.

(a)

...............................................

1,760

155,267

RH

(a)

...............................................................

3,690

1,075,561

Skyline

Champion

Corp.

(a)

................................................

22,880

1,699,069

Under

Armour,

Inc.

,

Class

C

(a)

.............................................

134,820

1,125,747

4,055,644

Consumer

Staples

(0.9%):

Grocery

Outlet

Holding

Corp.

(a)

............................................

11,440

308,422

Electrical

Equipment

(1.7%):

NEXTracker,

Inc.

,

Class

A

(a)

..............................................

12,160

569,696

Energy

(2.7%):

Weatherford

International

PLC

(a)

...........................................

8,990

879,492

Financials

(18.4%):

Euronet

Worldwide,

Inc.

(a)

................................................

9,250

938,782

FirstCash

Holdings,

Inc.

..................................................

4,400

476,916

Flywire

Corp.

(a)

.......................................................

72,390

1,675,829

Payoneer

Global,

Inc.

(a)

..................................................

365,780

1,905,714

Shift4

Payments,

Inc.

,

Class

A

(a)

............................................

14,550

1,081,647

6,078,888

Health

Care

(13.3%):

Amicus

Therapeutics,

Inc.

(a)

...............................................

65,150

924,478

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

6,360

380,710

Cymabay

Therapeutics,

Inc.

(a)

.............................................

14,780

349,104

Inspire

Medical

Systems,

Inc.

(a)

............................................

5,130

1,043,596

Krystal

Biotech,

Inc.

(a)

...................................................

4,150

514,849

Lantheus

Holdings,

Inc.

(a)

................................................

6,250

387,500

RxSight,

Inc.

(a)

........................................................

8,110

326,995

Vaxcyte,

Inc.

(a)

........................................................

7,230

454,044

4,381,276

Information

Technology

(24.4%):

Altair

Engineering,

Inc.

,

Class

A

(a)

..........................................

8,980

755,667

Badger

Meter,

Inc.

......................................................

6,510

1,004,949

CyberArk

Software

Ltd.

(a)

................................................

2,270

497,243

Fabrinet

(a)

............................................................

2,330

443,469

Five9,

Inc.

(a)

..........................................................

3,470

273,054

Gitlab,

Inc.

,

Class

A

(a)

(b)

.................................................

5,770

363,279

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

16,740

1,555,983

Q2

Holdings,

Inc.

(a)

.....................................................

26,160

1,135,606

Semtech

Corp.

(a)

.......................................................

64,470

1,412,538

SiTime

Corp.

(a)

........................................................

5,110

623,829

8,065,617

Machinery

(6.3%):

Chart

Industries,

Inc.

(a)

..................................................

15,230

2,076,306

Victory

Portfolios

Victory

RS

Small

Cap

Equity

Fund

44

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Professional

Services

(2.9%):

CBIZ,

Inc.

(a)

..........................................................

15,600

$

976,404

Total

Common

Stocks

(Cost

$28,794,491)

32,548,457

Collateral

for

Securities

Loaned

(0.2%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

14,850

14,850

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

14,850

14,850

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

14,850

14,850

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

14,850

14,850

Total

Collateral

for

Securities

Loaned

(Cost

$59,400)

59,400

Total

Investments

(Cost

$28,853,891)

—

98.7%

32,607,857

Other

assets

in

excess

of

liabilities

—

1.3%

425,862

NET

ASSETS

-

100.00%

$

33,033,719

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

PLC

—

Public

Limited

Company

Statements

of

Assets

and

Liabilities

December

31,

2023

45

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Assets:

Investments,

at

value

(Cost

$445,701,244,

$76,736,748

and

$61,208,412)

$

552,956,111‌(a)

$

93,995,838‌(b)

$

78,163,064‌(c)

Cash

1,378,226‌

2,864,001‌

16,444‌

Receivables:

Interest

and

dividends

122,741‌

24,259‌

15,688‌

Capital

shares

issued

248,779‌

1,246‌

4,992‌

Investments

sold

561,320‌

—‌

—‌

From

Adviser

—‌

25,587‌

28,235‌

Prepaid

expenses

21,317‌

16,374‌

23,202‌

Total

Assets

555,288,494‌

96,927,305‌

78,251,625‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

1,561,832‌

621,000‌

1,623,700‌

Investments

purchased

370,186‌

—‌

—‌

Capital

shares

redeemed

2,222,012‌

202,748‌

413,170‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

435,761‌

79,798‌

54,575‌

Administration

fees

24,662‌

4,244‌

3,399‌

Custodian

fees

4,221‌

1,529‌

1,433‌

Transfer

agent

fees

16,820‌

3,238‌

3,326‌

Sub-Transfer

agent

fees

97,286‌

17,788‌

19,111‌

Compliance

fees

405‌

71‌

58‌

Trustees'

fees

148‌

129‌

129‌

12b-1

fees

10,698‌

2,481‌

1,957‌

Other

accrued

expenses

60,997‌

19,094‌

26,241‌

Total

Liabilities

4,805,028‌

952,120‌

2,147,099‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

736,443,060‌

91,394,974‌

82,833,207‌

Total

accumulated

earnings/(loss)

(185,959,594‌)

4,580,211‌

(6,728,681‌)

Net

Assets

$

550,483,466‌

$

95,975,185‌

$

76,104,526‌

Net

Assets

Class

A

$

286,187,967‌

$

65,450,087‌

$

51,155,891‌

Class

C

4,483,629‌

1,444,698‌

1,122,777‌

Class

R

2,405,855‌

268,732‌

379,992‌

Class

R6

53,690,809‌

364,233‌

1,406,095‌

Class

Y

203,715,206‌

28,447,435‌

20,967,048‌

Member

Class

—‌

—‌

1,072,723‌

Total

$

550,483,466‌

$

95,975,185‌

$

76,104,526‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

5,456,511‌

3,556,522‌

2,795,920‌

Class

C

114,641‌

148,392‌

81,023‌

Class

R

54,130‌

25,499‌

24,690‌

Class

R6

940,222‌

17,095‌

71,328‌

Class

Y

3,590,712‌

1,352,114‌

1,065,685‌

Member

Class

—‌

—‌

58,281‌

Total

10,156,216‌

5,099,622‌

4,096,927‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

52.45‌

$

18.40‌

$

18.30‌

Class

C(d)

39.11‌

9.74‌

13.86‌

Class

R

44.45‌

10.54‌

15.39‌

Class

R6

57.10‌

21.31‌

19.71‌

Class

Y

56.73‌

21.04‌

19.67‌

Member

Class

—‌

—‌

18.41‌

Maximum

Sales

Charge

—

Class

A

5.75%

5.75%

5.75%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

55.65‌

$

19.52‌

$

19.42‌

(a)

Includes

$1,482,653

of

securities

on

loan.

(b)

Includes

$580,230

of

securities

on

loan.

(c)

Includes

$1,578,151

of

securities

on

loan.

(d)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Assets

and

Liabilities

December

31,

2023

46

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Growth

Fund

Victory

RS

Science

and

Technology

Fund

Victory

RS

Small

Cap

Equity

Fund

Assets:

Investments,

at

value

(Cost

$137,094,649,

$99,097,808

and

$28,853,891)

$

278,388,620‌(a)

$

175,144,593‌(b)

$

32,607,857‌(c)

Cash

265,718‌

2,204,863‌

537,782‌

Receivables:

Interest

and

dividends

168,730‌

22,339‌

4,367‌

Capital

shares

issued

753‌

230,670‌

3,508‌

From

Adviser

42,390‌

4,654‌

10,780‌

Prepaid

expenses

9,015‌

13,529‌

16,268‌

Total

Assets

278,875,226‌

177,620,648‌

33,180,562‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

1,581,392‌

1,667,636‌

59,400‌

Capital

shares

redeemed

76,217‌

116,852‌

42,681‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

174,168‌

144,467‌

20,299‌

Administration

fees

12,481‌

7,764‌

1,431‌

Custodian

fees

2,016‌

1,653‌

483‌

Transfer

agent

fees

8,692‌

5,107‌

4,395‌

Sub-Transfer

agent

fees

24,823‌

27,266‌

5,054‌

Compliance

fees

208‌

127‌

24‌

Trustees'

fees

144‌

132‌

126‌

12b-1

fees

8,877‌

5,737‌

1,065‌

Other

accrued

expenses

22,727‌

19,888‌

11,885‌

Total

Liabilities

1,911,745‌

1,996,629‌

146,843‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

135,248,648‌

140,140,935‌

54,499,296‌

Total

accumulated

earnings/(loss)

141,714,833‌

35,483,084‌

(21,465,577‌)

Net

Assets

$

276,963,481‌

$

175,624,019‌

$

33,033,719‌

Net

Assets

Class

A

$

253,303,626‌

$

145,949,865‌

$

27,523,902‌

Class

C

1,021,683‌

4,816,305‌

92,801‌

Class

R

521,780‌

576,449‌

1,460,011‌

Class

Y

22,116,392‌

24,281,400‌

2,400,686‌

Member

Class

—‌

—‌

1,556,319‌

Total

$

276,963,481‌

$

175,624,019‌

$

33,033,719‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

10,279,461‌

7,213,943‌

3,389,456‌

Class

C

55,702‌

360,127‌

11,451‌

Class

R

24,772‌

36,787‌

305,879‌

Class

Y

841,406‌

1,069,709‌

278,835‌

Member

Class

—‌

—‌

190,703‌

Total

11,201,341‌

8,680,566‌

4,176,324‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

24.64‌

$

20.23‌

$

8.12‌

Class

C(d)

18.34‌

13.37‌

8.10‌

Class

R

21.06‌

15.67‌

4.77‌

Class

Y

26.29‌

22.70‌

8.61‌

Member

Class

—‌

—‌

8.16‌

Maximum

Sales

Charge

—

Class

A

5.75%

5.75%

5.75%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

26.14‌

$

21.46‌

$

8.62‌

(a)

Includes

$1,522,351

of

securities

on

loan.

(b)

Includes

$1,578,558

of

securities

on

loan.

(c)

Includes

$56,664

of

securities

on

loan.

(d)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

47

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Investment

Income:

Dividends

$

1,520,188

$

335,955

$

353,315

Interest

219,464

79,846

32,330

Securities

lending

(net

of

fees)

179,910

2,945

169

Foreign

tax

withholding

—

(5,638)

(3,486)

Total

Income

1,919,562

413,108

382,328

Expenses:

Investment

advisory

fees

5,883,200

1,003,471

683,215

Administration

fees

342,496

55,516

44,471

Sub-Administration

fees

17,000

17,000

17,000

12b-1

fees

—

Class

A

723,268

164,824

122,561

12b-1

fees

—

Class

C

47,148

23,318

25,838

12b-1

fees

—

Class

R

12,433

1,798

1,902

Custodian

fees

51,062

7,096

1,043

Transfer

agent

fees

—

Class

A

76,201

17,378

14,075

Transfer

agent

fees

—

Class

C

365

433

329

Transfer

agent

fees

—

Class

R

1,490

364

428

Transfer

agent

fees

—

Class

R6

16,481

158

101

Transfer

agent

fees

—

Class

Y

4,096

1,025

1,058

Transfer

agent

fees

—

Member

Class

—

—

3,145

Sub-Transfer

agent

fees

—

Class

A

301,138

63,664

69,401

Sub-Transfer

agent

fees

—

Class

C

6,689

3,021

2,639

Sub-Transfer

agent

fees

—

Class

R

3,774

593

4

Sub-Transfer

agent

fees

—

Class

Y

242,548

30,087

15,122

Trustees'

fees

47,388

8,857

7,692

Compliance

fees

5,913

937

758

Legal

and

audit

fees

51,118

15,708

14,827

State

registration

and

filing

fees

80,494

68,327

80,858

Line

of

credit

fees

—

—

360

Interfund

lending

6,719

404

153

Other

expenses

97,143

29,415

26,292

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

15,512

—

—

Total

Expenses

8,033,676

1,513,394

1,133,272

Expenses

waived/reimbursed

by

Adviser

(240,591)

(171,324)

(213,101)

Net

Expenses

7,793,085

1,342,070

920,171

Net

Investment

Income

(Loss)

(5,873,523)

(928,962)

(537,843)

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

64,230,858

8,094,441

8,305,417

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

54,671,902

9,911,812

5,351,499

Net

realized/unrealized

gains

(losses)

on

investments

118,902,760

18,006,253

13,656,916

Change

in

net

assets

resulting

from

operations

$

113,029,237

$

17,077,291

$

13,119,073

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

48

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

Growth

Fund

Victory

RS

Science

and

Technology

Fund

Victory

RS

Small

Cap

Equity

Fund

Investment

Income:

Dividends

$

1,348,689

$

270,518

$

29,888

Interest

60,965

63,823

26,408

Securities

lending

(net

of

fees)

773

30,741

33,059

Total

Income

1,410,427

365,082

89,355

Expenses:

Investment

advisory

fees

1,851,797

1,688,263

273,684

Administration

fees

136,694

93,424

20,185

Sub-Administration

fees

16,500

17,000

13,500

12b-1

fees

—

Class

A

564,356

346,836

78,136

12b-1

fees

—

Class

C

8,543

47,522

1,223

12b-1

fees

—

Class

R

2,378

2,639

7,563

Custodian

fees

12,451

11,277

3,098

Transfer

agent

fees

—

Class

A

52,460

28,563

20,693

Transfer

agent

fees

—

Class

C

227

410

90

Transfer

agent

fees

—

Class

R

290

600

618

Transfer

agent

fees

—

Class

Y

650

1,292

191

Transfer

agent

fees

—

Member

Class

—

—

5,214

Sub-Transfer

agent

fees

—

Class

A

121,391

127,742

15,852

Sub-Transfer

agent

fees

—

Class

C

879

6,612

229

Sub-Transfer

agent

fees

—

Class

R

644

714

2,320

Sub-Transfer

agent

fees

—

Class

Y

11,754

28,384

12

Trustees'

fees

17,318

13,013

4,435

Compliance

fees

2,227

1,552

341

Legal

and

audit

fees

27,625

21,082

11,196

State

registration

and

filing

fees

56,072

56,953

68,764

Interfund

lending

—

3,769

474

Other

expenses

28,043

33,176

17,593

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

—

1,702

97

Total

Expenses

2,912,299

2,532,525

545,508

Expenses

waived/reimbursed

by

Adviser

(237,847)

(34,914)

(53,849)

Net

Expenses

2,674,452

2,497,611

491,659

Net

Investment

Income

(Loss)

(1,264,025)

(2,132,529)

(402,304)

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

9,679,843

4,955,394

(2,369,608)

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

80,758,530

44,606,638

5,052,349

Net

realized/unrealized

gains

(losses)

on

investments

90,438,373

49,562,032

2,682,741

Change

in

net

assets

resulting

from

operations

$

89,174,348

$

47,429,503

$

2,280,437

49

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

(5,873,523)

$

(10,977,666)

$

(928,962)

$

(1,310,900)

$

(537,843)

$

(1,351,728)

Net

realized

gains

(losses)

64,230,858

(319,455,871)

8,094,441

(19,910,007)

8,305,417

(22,935,468)

Net

change

in

unrealized

appreciation/depreciation

54,671,902

(390,066,889)

9,911,812

(39,567,478)

5,351,499

(

89,765,514)

Change

in

net

assets

resulting

from

operations

113,029,237

(720,500,426)

17,077,291

(60,788,385)

13,119,073

(114,052,710)

Distributions

to

Shareholders:

Class

A

—

(18,502,414)

—

(20,035,467)

—

(

2,078,565)

Class

C

—

(405,085)

—

(1,370,578)

—

(212,297)

Class

R

—

(177,925)

—

(133,557)

—

(18,549)

Class

R6

—

(7,105,818)

—

(148,822)

—

(102,056)

Class

Y

—

(17,565,941)

—

(8,460,125)

—

(1,258,394)

Member

Class

—

—

—

—

—

(38,952)

From

return

of

capital:

Class

A

—

(4,376)

—

—

—

(1,216)

Class

C

—

(196)

—

—

—

(92)

Class

R

—

(154)

—

—

—

(8)

Class

R6

—

(1,539)

—

—

—

(68)

Class

Y

—

(2,518)

—

—

—

(441)

Member

Class

—

—

—

—

—

(17)

Change

in

net

assets

resulting

from

distributions

to

shareholders

—

(43,765,966)

—

(30,148,549)

—

(

3,710,655)

Change

in

net

assets

resulting

from

capital

transactions

(294,323,180)

(751,488,082)

(25,547,237)

(3,300,884)

(19,825,852)

(170,214,981)

Change

in

net

assets

(181,293,943)

(1,515,754,474)

(8,469,946)

(94,237,818)

(6,706,779)

(287,978,346)

Net

Assets:

Beginning

of

period

731,777,409

2,247,531,883

104,445,131

198,682,949

82,811,305

370,789,651

End

of

period

$

550,483,466

$

731,777,409

$

95,975,185

$

104,445,131

$

76,104,526

$

82,811,305

50

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

10,995,061

$

34,689,019

$

3,277,097

$

8,975,605

$

3,659,944

$

3,967,445

Distributions

reinvested

—

17,776,055

—

19,333,593

—

1,979,617

Cost

of

shares

redeemed

(80,536,900)

(142,233,424)

(17,931,102)

(19,380,348)

(8,210,001)

(15,120,901)

Total

Class

A

$

(69,541,839)

$

(89,768,350)

$

(14,654,005)

$

8,928,850

$

(4,550,057)

$

(9,173,839)

Class

C

Proceeds

from

shares

issued

$

372,538

$

625,784

$

75,987

$

187,845

$

8,927

$

71,372

Distributions

reinvested

—

394,946

—

1,369,191

—

204,364

Cost

of

shares

redeemed

(1,829,080)

(3,024,781)

(2,099,311)

(4,364,410)

(2,563,997)

(5,142,350)

Total

Class

C

$

(1,456,542)

$

(2,004,051)

$

(2,023,324)

$

(2,807,374)

$

(2,555,070)

$

(4,866,614)

Class

R

Proceeds

from

shares

issued

$

453,085

$

745,476

$

47,298

$

210,485

$

87,633

$

25,260

Distributions

reinvested

—

178,079

—

121,460

—

18,557

Cost

of

shares

redeemed

(1,086,271)

(1,456,593)

(154,486)

(97,394)

(140,629)

(57,069)

Total

Class

R

$

(633,186)

$

(533,038)

$

(107,188)

$

234,551

$

(52,996)

$

(13,252)

Class

R6

Proceeds

from

shares

issued

$

15,020,856

$

96,889,445

$

22,689

$

85,855

$

234,116

$

653,898

Distributions

reinvested

—

5,086,947

—

100,398

—

47,220

Cost

of

shares

redeemed

(90,661,074)

(418,030,431)

(341,784)

(319,771)

(1,456,438)

(13,908,862)

Total

Class

R6

$

(75,640,218)

$

(316,054,039)

$

(319,095)

$

(133,518)

$

(1,222,322)

$

(13,207,744)

Class

Y

Proceeds

from

shares

issued

$

34,094,838

$

109,974,218

$

4,841,449

$

3,558,329

$

2,386,572

$

28,779,430

Distributions

reinvested

—

16,535,887

—

8,356,319

—

1,158,317

Cost

of

shares

redeemed

(181,146,233)

(469,638,709)

(13,285,074)

(21,438,041)

(13,829,739)

(173,334,330)

Total

Class

Y

$

(147,051,395)

$

(343,128,604)

$

(8,443,625)

$

(9,523,393)

$

(11,443,167)

$

(143,396,583)

Member

Class

Proceeds

from

shares

issued

$

—

$

—

$

—

$

—

$

369,866

$

907,948

Distributions

reinvested

—

—

—

—

—

38,969

Cost

of

shares

redeemed

—

—

—

—

(372,106)

(503,866)

Total

Member

Class

$

—

$

—

$

—

$

—

$

(2,240)

$

443,051

Change

in

net

assets

resulting

from

capital

transactions

$

(294,323,180)

$

(751,488,082)

$

(25,547,237)

$

(3,300,884)

$

(19,825,852)

$

(170,214,981)

51

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Victory

RS

Select

Growth

Fund

Victory

RS

Mid

Cap

Growth

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Share

Transactions:

Class

A

Issued

231,349

642,504

193,458

423,722

214,198

216,108

Reinvested

—(a)

388,211

—

1,189,874

—

121,154

Redeemed

(1,712,031)

(2,695,351)

(1,080,668)

(908,860)

(488,903)

(822,712)

Total

Class

A

(1,480,682)

(1,664,636)

(887,210)

704,736

(274,705)

(485,450)

Class

C

Issued

10,473

14,959

8,529

11,998

699

5,143

Reinvested

—

11,475

—

158,105

—

16,362

Redeemed

(51,696)

(70,838)

(232,873)

(271,514)

(198,805)

(365,714)

Total

Class

C

(41,223)

(44,404)

(224,344)

(101,411)

(198,106)

(344,209)

Class

R

Issued

11,310

16,278

4,907

11,044

5,852

1,657

Reinvested

—

4,567

—

12,990

—

1,342

Redeemed

(26,661)

(30,824)

(16,452)

(5,834)

(9,524)

(3,376)

Total

Class

R

(15,351)

(9,979)

(11,545)

18,200

(3,672)

(377)

Class

R6

Issued

291,214

1,671,138

1,169

4,014

12,330

30,747

Reinvested

—

102,416

—

5,360

—

2,689

Redeemed

(1,769,053)

(7,055,471)

(17,256)

(11,644)

(82,497)

(637,517)

Total

Class

R6

(1,477,839)

(5,281,917)

(16,087)

(2,270)

(70,167)

(604,081)

Class

Y

Issued

673,627

1,844,212

249,402

134,761

133,275

1,431,519

Reinvested

—

334,804

—

451,449

—

66,077

Redeemed

(3,553,148)

(8,186,782)

(680,582)

(841,670)

(760,769)

(9,239,741)

Total

Class

Y

(2,879,521)

(6,007,766)

(431,180)

(255,460)

(627,494)

(7,742,145)

Member

Class

Issued

—

—

—

—

21,535

46,392

Reinvested

—

—

—

—

—

2,375

Redeemed

—

—

—

—

(21,657)

(28,882)

Total

Member

Class

—

—

—

—

(122)

19,885

Change

in

Shares

(5,894,616)

(13,008,702)

(1,570,366)

363,795

(1,174,266)

(9,156,377)

52

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Victory

RS

Science

and

Technology

Fund

Victory

RS

Small

Cap

Equity

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

(

1,264,025

)

$

(

1,311,696

)

$

(

2,132,529

)

$

(

2,489,438

)

$

(

402,304

)

$

(

551,683

)

Net

realized

gains

(losses)

9,679,843

(

6,795,394

)

4,955,394

(

37,644,194

)

(

2,369,608

)

(

22,242,472

)

Net

change

in

unrealized

appreciation/depreciation

80,758,530

(

104,028,974

)

44,606,638

(

104,458,880

)

5,052,349

(

1,954,158

)

Change

in

net

assets

resulting

from

operations

89,174,348

(

112,136,064

)

47,429,503

(

144,592,512

)

2,280,437

(

24,748,313

)

Distributions

to

Shareholders:

Class

A

(

377,503

)

(

4,384,332

)

—

(

6,552,743

)

—

(

3,365,864

)

Class

C

(

2,098

)

(

20,160

)

—

(

350,891

)

—

(

16,789

)

Class

R

(

986

)

(

10,161

)

—

(

33,888

)

—

(

247,981

)

Class

Y

(

30,953

)

(

401,226

)

—

(

1,342,160

)

—

(

181,269

)

Member

Class

—

—

—

—

—

(

138,235

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

411,540

)

(

4,815,879

)

—

(

8,279,682

)

—

(

3,950,138

)

Change

in

net

assets

resulting

from

capital

transactions

(

20,200,675

)

(

19,356,756

)

(

35,634,754

)

(

27,125,371

)

(

7,808,839

)

(

1,256,231

)

Change

in

net

assets

68,562,133

(

136,308,699

)

11,794,749

(

179,997,565

)

(

5,528,402

)

(

29,954,682

)

Net

Assets:

Beginning

of

period

208,401,348

344,710,047

163,829,270

343,826,835

38,562,121

68,516,803

End

of

period

$

276,963,481

$

208,401,348

$

175,624,019

$

163,829,270

$

33,033,719

$

38,562,121

53

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Victory

RS

Science

and

Technology

Fund

Victory

RS

Small

Cap

Equity

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

5,195,229

$

4,167,043

$

7,131,707

$

15,185,266

$

1,312,601

$

1,336,251

Distributions

reinvested

366,458

4,245,969

—

6,247,783

—

3,311,927

Cost

of

shares

redeemed

(

22,374,546

)

(

22,830,119

)

(

30,073,716

)

(

27,288,651

)

(

9,197,823

)

(

6,588,878

)

Total

Class

A

$

(

16,812,859

)

$

(

14,417,107

)

$

(

22,942,009

)

$

(

5,855,602

)

$

(

7,885,222

)

$

(

1,940,700

)

Class

C

Proceeds

from

shares

issued

$

285,585

$

57,563

$

304,019

$

445,137

$

20,565

$

10,390

Distributions

reinvested

2,098

20,117

—

350,538

—

16,789

Cost

of

shares

redeemed

(

241,175

)

(

600,243

)

(

1,516,506

)

(

2,346,110

)

(

107,888

)

(

92,428

)

Total

Class

C

$

46,508

$

(

522,563

)

$

(

1,212,487

)

$

(

1,550,435

)

$

(

87,323

)

$

(

65,249

)

Class

R

Proceeds

from

shares

issued

$

49,363

$

78,198

$

188,661

$

142,859

$

118,927

$

107,572

Distributions

reinvested

986

10,161

—

33,888

—

247,981

Cost

of

shares

redeemed

(

80,977

)

(

49,319

)

(

306,524

)

(

242,176

)

(

332,616

)

(

472,276

)

Total

Class

R

$

(

30,628

)

$

39,040

$

(

117,863

)

$

(

65,429

)

$

(

213,689

)

$

(

116,723

)

Class

Y

Proceeds

from

shares

issued

$

2,620,535

$

1,658,485

$

1,730,010

$

9,412,717

$

726,318

$

785,431

Distributions

reinvested

29,518

385,722

—

1,286,976

—

181,126

Cost

of

shares

redeemed

(

6,053,749

)

(

6,500,333

)

(

13,092,405

)

(

30,353,598

)

(

353,964

)

(

929,618

)

Total

Class

Y

$

(

3,403,696

)

$

(

4,456,126

)

$

(

11,362,395

)

$

(

19,653,905

)

$

372,354

$

36,939

Member

Class

Proceeds

from

shares

issued

$

—

$

—

$

—

$

—

$

483,151

$

891,336

Distributions

reinvested

—

—

—

—

—

138,235

Cost

of

shares

redeemed

—

—

—

—

(

478,110

)

(

200,069

)

Total

Member

Class

$

—

$

—

$

—

$

—

$

5,041

$

829,502

Change

in

net

assets

resulting

from

capital

transactions

$

(

20,200,675

)

$

(

19,356,756

)

$

(

35,634,754

)

$

(

27,125,371

)

$

(

7,808,839

)

$

(

1,256,231

)

Share

Transactions:

Class

A

Issued

238,344

201,829

406,280

778,358

164,342

135,071

Reinvested

14,987

233,654

—

386,149

—

416,071

Redeemed

(

1,055,425

)

(

1,159,967

)

(

1,717,017

)

(

1,478,555

)

(

1,203,484

)

(

679,387

)

Total

Class

A

(

802,094

)

(

724,484

)

(

1,310,737

)

(

314,048

)

(

1,039,142

)

(

128,245

)

Class

C

Issued

17,308

3,767

25,298

34,476

2,356

1,018

Reinvested

115

1,474

—

32,517

—

2,096

Redeemed

(

15,471

)

(

38,402

)

(

130,002

)

(

175,396

)

(

13,117

)

(

9,053

)

Total

Class

C

1,952

(

33,161

)

(

104,704

)

(

108,403

)

(

10,761

)

(

5,939

)

Class

R

Issued

2,683

4,408

13,832

10,203

26,147

18,650

Reinvested

47

650

—

2,693

—

52,762

Redeemed

(

4,202

)

(

2,702

)

(

22,602

)

(

15,852

)

(

72,832

)

(

69,318

)

Total

Class

R

(

1,472

)

2,356

(

8,770

)

(

2,956

)

(

46,685

)

2,094

Class

Y

Issued

114,521

74,901

89,639

448,635

91,258

83,100

Reinvested

1,135

19,955

—

71,104

—

21,511

Redeemed

(

281,858

)

(

306,355

)

(

689,102

)

(

1,425,501

)

(

41,904

)

(

96,462

)

Total

Class

Y

(

166,202

)

(

211,499

)

(

599,463

)

(

905,762

)

49,354

8,149

Member

Class

Issued

—

—

—

—

60,460

92,568

Reinvested

—

—

—

—

—

17,301

Redeemed

—

—

—

—

(

61,144

)

(

22,922

)

Total

Member

Class

—

—

—

—

(

684

)

86,947

Change

in

Shares

(

967,816

)

(

966,788

)

(

2,023,674

)

(

1,331,169

)

(

1,047,918

)

(

36,994

)

Victory

Portfolios

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

54

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$43.77

$73.73

$97.45

$77.19

$61.11

Investment

Activities:

Net

investment

income

(loss)(a)

(0.51)

(0.57)

(1.20)

(0.97)

(0.80)

Net

realized

and

unrealized

gains

(losses)

9.19

(26.65)

(10.15)

30.04

23.84

Total

from

Investment

Activities

8.68

(27.22)

(11.35)

29.07

23.04

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.74)

(12.37)

(8.81)

(6.96)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(2.74)

(12.37)

(8.81)

(6.96)

Net

Asset

Value,

End

of

Period

$52.45

$43.77

$73.73

$97.45

$77.19

Total

Return

(excludes

sales

charge)(c)

19.80%

(37.07)%

(11.06)%

37.84%

37.91%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.40%

1.40%

1.40%

1.40%

1.40%

Net

Investment

Income

(Loss)

(1.09)%

(1.08)%

(1.27)%

(1.20)%

(1.06)%

Gross

Expenses(d)

1.44%

1.44%

1.42%

1.43%

1.44%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$286,188

$303,669

$634,204

$820,006

$687,425

Portfolio

Turnover(e)

129%

105%

92%

72%

100%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

55

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$32.89

$56.86

$79.07

$64.34

$52.19

Investment

Activities:

Net

investment

income

(loss)(a)

(0.65)

(0.75)

(1.55)

(1.30)

(1.17)

Net

realized

and

unrealized

gains

(losses)

6.87

(20.48)

(8.29)

24.84

20.28

Total

from

Investment

Activities

6.22

(21.23)

(9.84)

23.54

19.11

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.74)

(12.37)

(8.81)

(6.96)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(2.74)

(12.37)

(8.81)

(6.96)

Net

Asset

Value,

End

of

Period

$39.11

$32.89

$56.86

$79.07

$64.34

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

18.91%

(37.55)%

(11.73)%

36.78%

36.88%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.16%

2.16%

2.16%

2.16%

2.16%

Net

Investment

Income

(Loss)

(1.85)%

(1.84)%

(2.03)%

(1.96)%

(1.82)%

Gross

Expenses(d)

2.45%

2.31%

2.16%

2.26%

2.27%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$4,484

$5,126

$11,387

$20,323

$18,581

Portfolio

Turnover(e)

129%

105%

92%

72%

100%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

56

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$37.27

$63.68

$86.56

$69.61

$55.87

Investment

Activities:

Net

investment

income

(loss)(a)

(0.62)

(0.70)

(1.45)

(1.20)

(1.05)

Net

realized

and

unrealized

gains

(losses)

7.80

(22.97)

(9.06)

26.96

21.75

Total

from

Investment

Activities

7.18

(23.67)

(10.51)

25.76

20.70

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.74)

(12.37)

(8.81)

(6.96)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(2.74)

(12.37)

(8.81)

(6.96)

Net

Asset

Value,

End

of

Period

$44.45

$37.27

$63.68

$86.56

$69.61

Total

Return(c)

19.26%

(37.36)%

(11.51)%

37.20%

37.28%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.86%

1.86%

1.86%

1.86%

1.86%

Net

Investment

Income

(Loss)

(1.55)%

(1.54)%

(1.73)%

(1.66)%

(1.52)%

Gross

Expenses(d)

2.23%

2.02%

1.86%

1.97%

1.93%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,406

$2,589

$5,060

$8,513

$8,012

Portfolio

Turnover(e)

129%

105%

92%

72%

100%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

57

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$47.50

$79.37

$103.42

$81.24

$63.83

Investment

Activities:

Net

investment

income

(loss)(a)

(0.39)

(0.43)

(0.91)

(0.73)

(0.58)

Net

realized

and

unrealized

gains

(losses)

9.99

(28.70)

(10.77)

31.72

24.95

Total

from

Investment

Activities

9.60

(29.13)

(11.68)

30.99

24.37

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.74)

(12.37)

(8.81)

(6.96)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(2.74)

(12.37)

(8.81)

(6.96)

Net

Asset

Value,

End

of

Period

$57.10

$47.50

$79.37

$103.42

$81.24

Total

Return(c)

20.23%

(36.86)%

(10.74)%

38.32%

38.38%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.06%

1.05%

1.04%

1.06%

1.06%

Net

Investment

Income

(Loss)

(0.76)%

(0.74)%

(0.91)%

(0.86)%

(0.72)%

Gross

Expenses(d)

1.09%

1.05%

1.04%

1.06%

1.06%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$53,691

$114,850

$611,157

$677,128

$441,471

Portfolio

Turnover(e)

129%

105%

92%

72%

100%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

58

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$47.22

$79.00

$103.10

$81.06

$63.75

Investment

Activities:

Net

investment

income

(loss)(a)

(0.42)

(0.47)

(1.00)

(0.79)

(0.62)

Net

realized

and

unrealized

gains

(losses)

9.93

(28.57)

(10.73)

31.64

24.89

Total

from

Investment

Activities

9.51

(29.04)

(11.73)

30.85

24.27

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.74)

(12.37)

(8.81)

(6.96)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(2.74)

(12.37)

(8.81)

(6.96)

Net

Asset

Value,

End

of

Period

$56.73

$47.22

$79.00

$103.10

$81.06

Total

Return(c)

20.16%

(36.92)%

(10.82)%

38.21%

38.29%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.13%

1.13%

1.13%

1.13%

1.13%

Net

Investment

Income

(Loss)

(0.82)%

(0.81)%

(1.00)%

(0.93)%

(0.79)%

Gross

Expenses(d)

1.17%

1.17%

1.14%

1.15%

1.15%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$203,715

$305,542

$985,724

$1,411,316

$1,131,648

Portfolio

Turnover(e)

129%

105%

92%

72%

100%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

59

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Select

Growth

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$15.51

$31.30

$38.19

$33.81

$28.96

Investment

Activities:

Net

investment

income

(loss)(a)

(0.17)

(0.24)

(0.49)

(0.40)

(0.37)

Net

realized

and

unrealized

gains

(losses)

3.06

(9.65)

2.64

11.43

9.68

Total

from

Investment

Activities

2.89

(9.89)

2.15

11.03

9.31

Distributions

to

Shareholders

from:

Net

realized

gains

—

(5.90)

(9.04)

(6.65)

(4.46)

Total

Distributions

—

(5.90)

(9.04)

(6.65)

(4.46)

Net

Asset

Value,

End

of

Period

$18.40

$15.51

$31.30

$38.19

$33.81

Total

Return

(excludes

sales

charge)(b)

18.63%

(32.43)%

6.89%

33.22%

32.29%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.40%

1.40%

1.40%

1.40%

1.40%

Net

Investment

Income

(Loss)

(0.99)%

(1.02)%

(1.21)%

(1.14)%

(1.06)%

Gross

Expenses(c)

1.54%

1.51%

1.48%

1.49%

1.52%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$65,450

$68,907

$117,017

$115,014

$97,337

Portfolio

Turnover(d)

137%

131%(e)

75%

73%

74%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Current

year

rate

reflects

an

increase

in

trading

activity

due

to

asset

allocation

shift.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

60

See

notes

to

financial

statements.

Victory

RS

Select

Growth

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.27

$20.74

$28.54

$26.77

$23.82

Investment

Activities:

Net

investment

income

(loss)(a)

(0.16)

(0.28)

(0.59)

(0.53)

(0.53)

Net

realized

and

unrealized

gains

(losses)

1.63

(6.29)

1.83

8.95

7.94

Total

from

Investment

Activities

1.47

(6.57)

1.24

8.42

7.41

Distributions

to

Shareholders

from:

Net

realized

gains

—

(5.90)

(9.04)

(6.65)

(4.46)

Total

Distributions

—

(5.90)

(9.04)

(6.65)

(4.46)

Net

Asset

Value,

End

of

Period

$9.74

$8.27

$20.74

$28.54

$26.77

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

17.78%

(32.94)%

6.02%

32.20%

31.28%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

2.18%

2.18%

2.18%

2.18%

2.18%

Net

Investment

Income

(Loss)

(1.77)%

(1.82)%

(1.99)%

(1.92)%

(1.84)%

Gross

Expenses(c)

2.78%

2.42%

2.24%

2.29%

2.30%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,445

$3,082

$9,835

$23,831

$26,988

Portfolio

Turnover(d)

137%

131%(e)

75%

73%

74%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Current

year

rate

reflects

an

increase

in

trading

activity

due

to

asset

allocation

shift.

61

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Select

Growth

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.93

$21.67

$29.34

$27.30

$24.16

Investment

Activities:

Net

investment

income

(loss)(a)

(0.15)

(0.24)

(0.53)

(0.46)

(0.45)

Net

realized

and

unrealized

gains

(losses)

1.76

(6.60)

1.90

9.15

8.05

Total

from

Investment

Activities

1.61

(6.84)

1.37

8.69

7.60

Distributions

to

Shareholders

from:

Net

realized

gains

—

(5.90)

(9.04)

(6.65)

(4.46)

Total

Distributions

—

(5.90)

(9.04)

(6.65)

(4.46)

Net

Asset

Value,

End

of

Period

$10.54

$8.93

$21.67

$29.34

$27.30

Total

Return(b)

18.03%

(32.77)%

6.31%

32.57%

31.63%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.91%

1.91%

1.91%

1.91%

1.91%

Net

Investment

Income

(Loss)

(1.50)%

(1.53)%

(1.72)%

(1.64)%

(1.57)%

Gross

Expenses(c)

5.13%

4.17%

2.18%

5.35%

4.35%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$269

$331

$408

$504

$604

Portfolio

Turnover(d)

137%

131%(e)

75%

73%

74%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Current

year

rate

reflects

an

increase

in

trading

activity

due

to

asset

allocation

shift.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

62

See

notes

to

financial

statements.

Victory

RS

Select

Growth

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.89

$34.71

$41.25

$35.99

$30.50

Investment

Activities:

Net

investment

income

(loss)(a)

(0.13)

(0.18)

(0.38)

(0.31)

(0.27)

Net

realized

and

unrealized

gains

(losses)

3.55

(10.74)

2.88

12.22

10.22

Total

from

Investment

Activities

3.42

(10.92)

2.50

11.91

9.95

Distributions

to

Shareholders

from:

Net

realized

gains

—

(5.90)

(9.04)

(6.65)

(4.46)

Total

Distributions

—

(5.90)

(9.04)

(6.65)

(4.46)

Net

Asset

Value,

End

of

Period

$21.31

$17.89

$34.71

$41.25

$35.99

Total

Return(b)

19.12%

(32.21)%

7.23%

33.65%

32.76%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.06%

1.06%

1.06%

1.06%

1.06%

Net

Investment

Income

(Loss)

(0.66)%

(0.69)%

(0.88)%

(0.80)%

(0.72)%

Gross

Expenses(c)

3.62%

2.65%

1.83%

4.52%

5.46%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$364

$594

$1,231

$710

$302

Portfolio

Turnover(d)

137%

131%(e)

75%

73%

74%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Current

year

rate

reflects

an

increase

in

trading

activity

due

to

asset

allocation

shift.

63

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Select

Growth

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.68

$34.43

$41.02

$35.84

$30.41

Investment

Activities:

Net

investment

income

(loss)(a)

(0.14)

(0.20)

(0.41)

(0.33)

(0.29)

Net

realized

and

unrealized

gains

(losses)

3.50

(10.65)

2.86

12.16

10.18

Total

from

Investment

Activities

3.36

(10.85)

2.45

11.83

9.89

Distributions

to

Shareholders

from:

Net

realized

gains

—

(5.90)

(9.04)

(6.65)

(4.46)

Total

Distributions

—

(5.90)

(9.04)

(6.65)

(4.46)

Net

Asset

Value,

End

of

Period

$21.04

$17.68

$34.43

$41.02

$35.84

Total

Return(b)

19.00%

(32.27)%

7.15%

33.57%

32.66%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.14%

1.14%

1.14%

1.14%

1.14%

Net

Investment

Income

(Loss)

(0.73)%

(0.76)%

(0.95)%

(0.88)%

(0.80)%

Gross

Expenses(c)

1.28%

1.24%

1.21%

1.24%

1.23%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$28,447

$31,532

$70,192

$93,844

$94,933

Portfolio

Turnover(d)

137%

131%(e)

75%

73%

74%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Current

year

rate

reflects

an

increase

in

trading

activity

due

to

asset

allocation

shift.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

64

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$15.52

$24.76

$32.99

$25.56

$19.96

Investment

Activities:

Net

investment

income

(loss)(a)

(0.12)

(0.14)

(0.33)

(0.20)

(0.17)

Net

realized

and

unrealized

gains

(losses)

2.90

(8.41)

1.60

8.98

5.77

Total

from

Investment

Activities

2.78

(8.55)

1.27

8.78

5.60

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

—

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

—

Net

Asset

Value,

End

of

Period

$18.30

$15.52

$24.76

$32.99

$25.56

Total

Return

(excludes

sales

charge)(c)

17.91%

(34.68)%

4.68%

34.47%

28.06%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.20%

1.21%(e)

1.20%

1.20%

1.20%

Net

Investment

Income

(Loss)

(0.73)%

(0.76)%

(0.98)%

(0.75)%

(0.67)%

Gross

Expenses(d)

1.44%

1.40%

1.33%

1.35%

1.35%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$51,156

$47,664

$88,064

$93,072

$82,888

Portfolio

Turnover(f)

119%

133%

90%

92%

86%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

Without

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

65

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$11.86

$19.34

$28.05

$22.08

$17.40

Investment

Activities:

Net

investment

income

(loss)(a)

(0.21)

(0.25)

(0.52)

(0.38)

(0.34)

Net

realized

and

unrealized

gains

(losses)

2.21

(6.54)

1.31

7.70

5.02

Total

from

Investment

Activities

2.00

(6.79)

0.79

7.32

4.68

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

—

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

—

Net

Asset

Value,

End

of

Period

$13.86

$11.86

$19.34

$28.05

$22.08

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

16.86%

(35.30)%

3.75%

33.30%

26.90%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.11%

2.12%(e)

2.09%

2.11%

2.11%

Net

Investment

Income

(Loss)

(1.63)%

(1.69)%

(1.87)%

(1.65)%

(1.58)%

Gross

Expenses(d)

2.57%

2.25%

2.09%

2.14%

2.12%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,123

$3,312

$12,054

$17,325

$20,266

Portfolio

Turnover(f)

119%

133%

90%

92%

86%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

Without

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

66

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$13.14

$21.24

$29.79

$23.32

$18.31

Investment

Activities:

Net

investment

income

(loss)(a)

(0.19)

(0.21)

(0.47)

(0.33)

(0.28)

Net

realized

and

unrealized

gains

(losses)

2.44

(7.20)

1.42

8.15

5.29

Total

from

Investment

Activities

2.25

(7.41)

0.95

7.82

5.01

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

—

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

—

Net

Asset

Value,

End

of

Period

$15.39

$13.14

$21.24

$29.79

$23.32

Total

Return(c)

17.12%

(35.06)%

4.09%

33.67%

27.36%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.80%

1.81%(e)

1.80%

1.80%

1.80%

Net

Investment

Income

(Loss)

(1.32)%

(1.36)%

(1.58)%

(1.34)%

(1.26)%

Gross

Expenses(d)

4.67%

3.89%

1.93%

4.13%

3.41%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$380

$373

$610

$596

$927

Portfolio

Turnover(f)

119%

133%

90%

92%

86%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

Without

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

67

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$16.68

$26.46

$34.53

$26.63

$20.74

Investment

Activities:

Net

investment

income

(loss)(a)

(0.08)

(0.11)

(0.25)

(0.14)

(0.11)

Net

realized

and

unrealized

gains

(losses)

3.11

(8.98)

1.68

9.39

6.00

Total

from

Investment

Activities

3.03

(9.09)

1.43

9.25

5.89

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

—

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

—

Net

Asset

Value,

End

of

Period

$19.71

$16.68

$26.46

$34.53

$26.63

Total

Return(c)

18.17%

(34.49)%

4.95%

34.86%

28.40%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.94%

0.95%(e)

0.94%

0.94%

0.94%

Net

Investment

Income

(Loss)

(0.47)%

(0.54)%

(0.73)%

(0.49)%

(0.44)%

Gross

Expenses(d)

1.77%

1.16%

0.98%

1.01%

1.05%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,406

$2,360

$19,731

$27,861

$20,321

Portfolio

Turnover(f)

119%

133%

90%

92%

86%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

Without

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

68

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$16.65

$26.43

$34.50

$26.61

$20.73

Investment

Activities:

Net

investment

income

(loss)(a)

(0.09)

(0.11)

(0.26)

(0.14)

(0.11)

Net

realized

and

unrealized

gains

(losses)

3.11

(8.98)

1.69

9.38

5.99

Total

from

Investment

Activities

3.02

(9.09)

1.43

9.24

5.88

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

—

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

—

Net

Asset

Value,

End

of

Period

$19.67

$16.65

$26.43

$34.50

$26.61

Total

Return(c)

18.20%

(34.53)%

4.96%

34.84%

28.36%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.95%

0.96%(e)

0.95%

0.95%

0.95%

Net

Investment

Income

(Loss)

(0.47)%

(0.53)%

(0.73)%

(0.50)%

(0.43)%

Gross

Expenses(d)

1.12%

1.13%

1.09%

1.10%

1.10%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$20,967

$28,192

$249,373

$466,342

$395,586

Portfolio

Turnover(f)

119%

133%

90%

92%

86%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

Without

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

69

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Mid

Cap

Growth

Fund

Member

Class

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

November

3,

2020(a)

through

December

31,

2020

Net

Asset

Value,

Beginning

of

Period

$15.59

$24.84

$33.00

$29.16

Investment

Activities:

Net

investment

income

(loss)(b)

(0.10)

(0.11)

(0.28)

(0.04)

Net

realized

and

unrealized

gains

(losses)

2.92

(8.45)

1.62

5.23

Total

from

Investment

Activities

2.82

(8.56)

1.34

5.19

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.69)

(9.50)

(1.35)

Return

of

capital

—

—(c)

—

—

Total

Distributions

—

(0.69)

(9.50)

(1.35)

Net

Asset

Value,

End

of

Period

$18.41

$15.59

$24.84

$33.00

Total

Return(d)(e)

18.09%

(34.61)%

4.88%

17.94%

Ratios

to

Average

Net

Assets:

Net

Expenses(f)(g)

1.05%

1.05%

1.05%

1.05%

Net

Investment

Income

(Loss)(f)

(0.57)%

(0.58)%

(0.85)%

(0.71)%

Gross

Expenses(f)(g)

2.71%

2.60%

5.66%

31.23%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,073

$911

$957

$109

Portfolio

Turnover(d)(h)

119%

133%

90%

92%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Amount

is

less

than

$0.005

per

share.

(d)

Not

annualized

for

periods

less

than

one

year.

(e)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(f)

Annualized

for

periods

less

than

one

year.

(g)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(h)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

70

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.06

$26.14

$23.84

$19.22

$16.40

Investment

Activities:

Net

investment

income

(loss)(a)

(0.11)

(0.11)

(0.18)

(0.08)

(0.03)

Net

realized

and

unrealized

gains

(losses)

7.73

(8.57)

4.85

6.89

4.90

Total

from

Investment

Activities

7.62

(8.68)

4.67

6.81

4.87

Distributions

to

Shareholders

from:

Net

investment

income

—

—

(0.02)

—

—

Net

realized

gains

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Total

Distributions

(0.04)

(0.40)

(2.37)

(2.19)

(2.05)

Net

Asset

Value,

End

of

Period

$24.64

$17.06

$26.14

$23.84

$19.22

Total

Return

(excludes

sales

charge)(b)

44.65%

(33.31)%

19.91%

35.64%

29.83%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.10%

1.10%

1.10%

1.10%

1.10%

Net

Investment

Income

(Loss)

(0.53)%

(0.53)%

(0.71)%

(0.37)%

(0.16)%

Gross

Expenses(c)

1.18%

1.18%

1.17%

1.19%

1.19%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$253,304

$189,042

$308,663

$274,388

$223,503

Portfolio

Turnover(d)

62%

96%

62%

73%

95%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

71

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$12.81

$19.94

$18.80

$15.63

$13.75

Investment

Activities:

Net

investment

income

(loss)(a)

(0.22)

(0.21)

(0.31)

(0.20)

(0.16)

Net

realized

and

unrealized

gains

(losses)

5.79

(6.52)

3.80

5.56

4.09

Total

from

Investment

Activities

5.57

(6.73)

3.49

5.36

3.93

Distributions

to

Shareholders

from:

Net

realized

gains

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Total

Distributions

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Net

Asset

Value,

End

of

Period

$18.34

$12.81

$19.94

$18.80

$15.63

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

43.46%

(33.89)%

18.95%

34.55%

28.74%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.93%

1.93%

1.93%

1.93%

1.93%

Net

Investment

Income

(Loss)

(1.36)%

(1.37)%

(1.54)%

(1.20)%

(0.99)%

Gross

Expenses(c)

3.33%

2.78%

1.99%

2.43%

2.33%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,022

$689

$1,733

$3,731

$4,240

Portfolio

Turnover(d)

62%

96%

62%

73%

95%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

72

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$14.68

$22.71

$21.09

$17.29

$15.00

Investment

Activities:

Net

investment

income

(loss)(a)

(0.21)

(0.20)

(0.30)

(0.19)

(0.14)

Net

realized

and

unrealized

gains

(losses)

6.63

(7.43)

4.27

6.18

4.48

Total

from

Investment

Activities

6.42

(7.63)

3.97

5.99

4.34

Distributions

to

Shareholders

from:

Net

realized

gains

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Total

Distributions

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Net

Asset

Value,

End

of

Period

$21.06

$14.68

$22.71

$21.09

$17.29

Total

Return(b)

43.78%

(33.72)%

19.17%

34.87%

29.08%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.71%

1.71%

1.71%

1.71%

1.71%

Net

Investment

Income

(Loss)

(1.14)%

(1.14)%

(1.32)%

(0.98)%

(0.77)%

Gross

Expenses(c)

4.00%

3.68%

1.71%

6.08%

5.41%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$522

$385

$542

$420

$438

Portfolio

Turnover(d)

62%

96%

62%

73%

95%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

73

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Growth

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$18.15

$27.70

$25.13

$20.11

$17.04

Investment

Activities:

Net

investment

income

(loss)(a)

(0.06)

(0.06)

(0.12)

(0.02)

0.02

Net

realized

and

unrealized

gains

(losses)

8.24

(9.09)

5.13

7.23

5.10

Total

from

Investment

Activities

8.18

(9.15)

5.01

7.21

5.12

Distributions

to

Shareholders

from:

Net

investment

income

—(b)

—

(0.09)

—

—

Net

realized

gains

(0.04)

(0.40)

(2.35)

(2.19)

(2.05)

Total

Distributions

(0.04)

(0.40)

(2.44)

(2.19)

(2.05)

Net

Asset

Value,

End

of

Period

$26.29

$18.15

$27.70

$25.13

$20.11

Total

Return(c)

45.05%

(33.13)%

20.22%

36.06%

30.18%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.83%

0.83%

0.83%

0.83%

0.83%

Net

Investment

Income

(Loss)

(0.26)%

(0.26)%

(0.44)%

(0.09)%

0.11%

Gross

Expenses(d)

0.97%

0.95%

0.91%

0.99%

0.98%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$22,116

$18,286

$33,772

$29,875

$31,473

Portfolio

Turnover(e)

62%

96%

62%

73%

95%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

74

See

notes

to

financial

statements.

Victory

RS

Science

and

Technology

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$15.26

$28.34

$36.35

$23.37

$18.34

Investment

Activities:

Net

investment

income

(loss)(a)

(0.22)

(0.22)

(0.46)

(0.34)

(0.26)

Net

realized

and

unrealized

gains

(losses)

5.19

(12.07)

(3.10)

15.48

7.43

Total

from

Investment

Activities

4.97

(12.29)

(3.56)

15.14

7.17

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.79)

(4.45)

(2.16)

(2.14)

Total

Distributions

—

(0.79)

(4.45)

(2.16)

(2.14)

Net

Asset

Value,

End

of

Period

$20.23

$15.26

$28.34

$36.35

$23.37

Total

Return

(excludes

sales

charge)(b)

32.57%

(43.51)%

(9.25)%

65.03%

39.32%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.49%

1.47%

1.47%

1.48%

1.48%

Net

Investment

Income

(Loss)

(1.28)%

(1.20)%

(1.28)%

(1.22)%

(1.14)%

Gross

Expenses(c)

1.49%

1.48%

1.47%

1.48%

1.48%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$145,950

$130,060

$250,490

$320,605

$199,591

Portfolio

Turnover(d)

77%

56%

46%

30%

88%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

75

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Science

and

Technology

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$10.17

$19.48

$26.81

$17.73

$14.40

Investment

Activities:

Net

investment

income

(loss)(a)

(0.24)

(0.26)

(0.55)

(0.41)

(0.35)

Net

realized

and

unrealized

gains

(losses)

3.44

(8.26)

(2.33)

11.65

5.82

Total

from

Investment

Activities

3.20

(8.52)

(2.88)

11.24

5.47

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.79)

(4.45)

(2.16)

(2.14)

Total

Distributions

—

(0.79)

(4.45)

(2.16)

(2.14)

Net

Asset

Value,

End

of

Period

$13.37

$10.17

$19.48

$26.81

$17.73

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

31.56%

(43.95)%

(10.03)%

63.71%

38.27%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

2.28%

2.28%

2.28%

2.28%

2.28%

Net

Investment

Income

(Loss)

(2.07)%

(2.01)%

(2.09)%

(2.03)%

(1.94)%

Gross

Expenses(c)

2.51%

2.40%

2.28%

2.32%

2.34%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$4,816

$4,725

$11,168

$18,398

$14,054

Portfolio

Turnover(d)

77%

56%

46%

30%

88%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

76

See

notes

to

financial

statements.

Victory

RS

Science

and

Technology

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$11.87

$22.45

$29.99

$19.60

$15.70

Investment

Activities:

Net

investment

income

(loss)(a)

(0.23)

(0.25)

(0.51)

(0.39)

(0.31)

Net

realized

and

unrealized

gains

(losses)

4.03

(9.54)

(2.58)

12.94

6.35

Total

from

Investment

Activities

3.80

(9.79)

(3.09)

12.55

6.04

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.79)

(4.45)

(2.16)

(2.14)

Total

Distributions

—

(0.79)

(4.45)

(2.16)

(2.14)

Net

Asset

Value,

End

of

Period

$15.67

$11.87

$22.45

$29.99

$19.60

Total

Return(b)

32.01%

(43.79)%

(9.66)%

64.32%

38.73%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.93%

1.93%

1.93%

1.93%

1.93%

Net

Investment

Income

(Loss)

(1.72)%

(1.66)%

(1.74)%

(1.68)%

(1.59)%

Gross

Expenses(c)

4.08%

3.29%

1.93%

3.69%

4.28%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$576

$541

$1,089

$1,273

$681

Portfolio

Turnover(d)

77%

56%

46%

30%

88%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

77

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Science

and

Technology

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.08

$31.49

$39.73

$25.36

$19.72

Investment

Activities:

Net

investment

income

(loss)(a)

(0.20)

(0.20)

(0.41)

(0.29)

(0.22)

Net

realized

and

unrealized

gains

(losses)

5.82

(13.42)

(3.38)

16.82

8.00

Total

from

Investment

Activities

5.62

(13.62)

(3.79)

16.53

7.78

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.79)

(4.45)

(2.16)

(2.14)

Total

Distributions

—

(0.79)

(4.45)

(2.16)

(2.14)

Net

Asset

Value,

End

of

Period

$22.70

$17.08

$31.49

$39.73

$25.36

Total

Return(b)

32.90%

(43.38)%

(9.04)%

65.40%

39.66%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.24%

1.24%

1.23%

1.24%

1.24%

Net

Investment

Income

(Loss)

(1.03)%

(0.97)%

(1.05)%

(0.99)%

(0.89)%

Gross

Expenses(c)

1.29%

1.28%

1.23%

1.26%

1.26%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$24,281

$28,503

$81,080

$109,275

$77,998

Portfolio

Turnover(d)

77%

56%

46%

30%

88%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

78

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Equity

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$7.57

$13.32

$18.02

$16.05

$12.97

Investment

Activities:

Net

investment

income

(loss)(a)

(0.09)

(0.11)

(0.21)

(0.19)

(0.15)

Net

realized

and

unrealized

gains

(losses)

0.64

(4.81)

(1.28)

6.17

5.11

Total

from

Investment

Activities

0.55

(4.92)

(1.49)

5.98

4.96

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.83)

(3.21)

(4.01)

(1.88)

Total

Distributions

—

(0.83)

(3.21)

(4.01)

(1.88)

Net

Asset

Value,

End

of

Period

$8.12

$7.57

$13.32

$18.02

$16.05

Total

Return

(excludes

sales

charge)(b)

7.27%

(37.21)%

(7.36)%

37.99%

38.49%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.35%

1.31%

1.25%

1.29%

1.26%

Net

Investment

Income

(Loss)

(1.11)%

(1.19)%

(1.18)%

(1.14)%

(0.93)%

Gross

Expenses(c)

1.37%

1.31%

1.25%

1.29%

1.26%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$27,524

$33,527

$60,699

$76,611

$63,247

Portfolio

Turnover(d)

192%

151%

113%

157%(e)

89%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Reflects

increased

trading

activity

due

to

changes

in

allocation

strategies.

79

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Equity

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021(a)

Year

Ended

December

31,

2020(a)

Year

Ended

December

31,

2019(a)

Net

Asset

Value,

Beginning

of

Period

$7.61

$13.49

$18.39

$49.61

$52.83

Investment

Activities:

Net

investment

income

(loss)(b)

(0.15)

(0.19)

(0.37)

(0.84)

(1.08)

Net

realized

and

unrealized

gains

(losses)

0.64

(4.86)

(1.32)

17.74

20.42

Total

from

Investment

Activities

0.49

(5.05)

(1.69)

16.90

19.34

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.83)

(3.21)

(48.12)

(22.56)

Total

Distributions

—

(0.83)

(3.21)

(48.12)

(22.56)

Net

Asset

Value,

End

of

Period

$8.10

$7.61

$13.49

$18.39

$49.61

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

6.44%

(37.71)%

(8.14)%

36.75%

37.26%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.10%

2.10%

2.10%

2.10%

2.10%

Net

Investment

Income

(Loss)

(1.86)%

(1.99)%

(2.04)%

(1.94)%

(1.76)%

Gross

Expenses(d)

12.00%

7.52%

4.32%

5.26%

3.86%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$93

$169

$380

$515

$478

Portfolio

Turnover(e)

192%

151%

113%

157%(f)

89%

(a)

Per

share

amounts

were

adjusted

for

a

1:12

reverse

stock

split

effective

December

3,

2021.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(f)

Reflects

increased

trading

activity

due

to

changes

in

allocation

strategies.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

80

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Equity

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$4.47

$8.41

$12.79

$12.32

$10.32

Investment

Activities:

Net

investment

income

(loss)(a)

(0.07)

(0.10)

(0.21)

(0.20)

(0.18)

Net

realized

and

unrealized

gains

(losses)

0.37

(3.01)

(0.96)

4.68

4.06

Total

from

Investment

Activities

0.30

(3.11)

(1.17)

4.48

3.88

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.83)

(3.21)

(4.01)

(1.88)

Total

Distributions

—

(0.83)

(3.21)

(4.01)

(1.88)

Net

Asset

Value,

End

of

Period

$4.77

$4.47

$8.41

$12.79

$12.32

Total

Return(b)

6.71%

(37.41)%

(7.87)%

37.31%

37.91%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.75%

1.75%

1.75%

1.75%

1.75%

Net

Investment

Income

(Loss)

(1.51)%

(1.63)%

(1.68)%

(1.59)%

(1.42)%

Gross

Expenses(c)

2.43%

2.23%

1.89%

2.05%

2.05%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,460

$1,575

$2,949

$3,325

$2,874

Portfolio

Turnover(d)

192%

151%

113%

157%(e)

89%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Reflects

increased

trading

activity

due

to

changes

in

allocation

strategies.

81

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Equity

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.01

$13.98

$18.71

$16.52

$13.29

Investment

Activities:

Net

investment

income

(loss)(a)

(0.07)

(0.10)

(0.19)

(0.16)

(0.13)

Net

realized

and

unrealized

gains

(losses)

0.67

(5.04)

(1.33)

6.36

5.24

Total

from

Investment

Activities

0.60

(5.14)

(1.52)

6.20

5.11

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.83)

(3.21)

(4.01)

(1.88)

Total

Distributions

—

(0.83)

(3.21)

(4.01)

(1.88)

Net

Asset

Value,

End

of

Period

$8.61

$8.01

$13.98

$18.71

$16.52

Total

Return(b)

7.49%

(37.02)%

(7.25)%

38.24%

38.69%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.10%

1.10%

1.10%

1.10%

1.10%

Net

Investment

Income

(Loss)

(0.86)%

(0.98)%

(1.03)%

(0.95)%

(0.77)%

Gross

Expenses(c)

1.55%

1.44%

1.10%

1.58%

1.43%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,401

$1,838

$3,095

$4,449

$3,275

Portfolio

Turnover(d)

192%

151%

113%

157%(e)

89%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(e)

Reflects

increased

trading

activity

due

to

changes

in

allocation

strategies.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

82

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Equity

Fund

Member

Class

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

November

3,

2020(a)

through

December

31,

2020

Net

Asset

Value,

Beginning

of

Period

$7.60

$13.34

$18.04

$17.72

Investment

Activities:

Net

investment

income

(loss)(b)

(0.07)

(0.10)

(0.19)

(0.04)

Net

realized

and

unrealized

gains

(losses)

0.63

(4.81)

(1.30)

4.37

Total

from

Investment

Activities

0.56

(4.91)

(1.49)

4.33

Distributions

to

Shareholders

from:

Net

realized

gains

—

(0.83)

(3.21)

(4.01)

Total

Distributions

—

(0.83)

(3.21)

(4.01)

Net

Asset

Value,

End

of

Period

$8.16

$7.60

$13.34

$18.04

Total

Return(c)(d)

7.37%

(37.08)%

(7.35)%

25.09%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

1.15%

1.15%

1.15%

1.15%

Net

Investment

Income

(Loss)(e)

(0.91)%

(1.03)%

(1.08)%

(1.14)%

Gross

Expenses(e)(f)

2.26%

2.44%

3.55%

23.73%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,556

$1,454

$1,394

$218

Portfolio

Turnover(c)(g)

192%

151%

113%

157%(h)

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

(h)

Reflects

increased

trading

activity

due

to

changes

in

allocation

strategies.

Notes

to

Financial

Statements

December

31,

2023

Victory

Portfolios

83

1.

Organization:

Victory

Portfolios

(the

“Trust”)

is

organized

as

a

Delaware

statutory

trust and

the Trust

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

investment

company.

The

Trust

is

comprised

of 37

funds

and

is

authorized

to

issue

an

unlimited

number

of

shares,

which

are

units

of

beneficial

interest

with a

par

value

of

$0.001

per

share.

The

accompanying

financial

statements

are

those

of

the

following six

Funds

(collectively,

the

“Funds”

and

individually,

a

“Fund”).

Each

Fund is

classified

as

diversified

under

the

1940

Act.

Each

class

of

shares

of

a

Fund

has

substantially

identical

rights

and

privileges

except

with

respect

to

sales

charges,

fees

paid

under

distribution

plans,

expenses

allocable

exclusively

to

each

class

of

shares,

voting

rights

on

matters

solely

affecting

a

single

class

of

shares,

and

the

exchange

privilege

of

each

class

of

shares. Victory

Capital

Management

Inc.

(“VCM”

or

the

“Adviser”)

is

an

indirect

wholly

owned

subsidiary

of

Victory

Capital

Holdings,

Inc.,

a

publicly

traded

Delaware

corporation,

and

a

wholly

owned

direct

subsidiary

of

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Funds.

In

addition,

in

the

normal

course

of

business,

the

Funds

enter

into

contracts

with

their

vendors

and

others

that

provide

for

general

indemnifications.

The Funds’

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Funds.

However,

based

on

experience,

the

Funds

expect

that

risk

of

loss

to

be

remote.

2.

Significant

Accounting

Policies:

The

following

is

a

summary

of

significant

accounting

policies

followed

by

the Funds

in

the

preparation

of their

financial

statements.

 The

policies

are

in

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

of

financial

statements

in

accordance

with

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

and

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Funds

follow

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

to

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Funds

record

investments

at

fair

value.

Fair

value

is

defined

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

of

observable

inputs

and

minimize

the

use

of

unobservable

inputs

in

determining

fair

value.

The

inputs

used

for

valuing

the

Funds’

investments

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

quoted

prices

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

in

determining

the

fair

value

of

investments)

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

The

inputs

or

methodologies

used

for

valuation

techniques

are

not

necessarily

an

indication

of

the

risks

associated

with

entering

into

those

investments.

The

Adviser,

appointed

as the

valuation

designee

by the

Trust’s

Board

of

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to Board

oversight,

the

Committee

administers

and

oversees

the

Funds’

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

price

on

the

exchange

or

system

where

the

security

is

principally

traded,

if

available,

or

at

the

Nasdaq

Official

Closing

Price.

If

there

have

been

no

sales

for

that

day

on

the

exchange

or

system,

then

a

security

is

valued

at

the

closing bid

quotation

on

the

exchange

or

system

where

the

security

is

principally

traded.

In

each

of

these

situations,

valuations

are

typically

categorized

as

Level

1

in

the

fair

value

hierarchy.

Investments

in

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

as

Level

1 in

the

fair

value

hierarchy.

In

the

event

that

price

quotations

or

valuations

are

not

readily

available,

investments

are

valued

at

fair

value

in

accordance

with

procedures

established

by

and

under

the

general

supervision

and

responsibility

of

the

Board.

These

valuations

are

typically

categorized

as

Level

2

or

Level

3

in

the

fair

value

hierarchy,

based

on

the

observability

of

inputs

used

to

determine

the

fair

value.

The

effect

of

fair

value

pricing

is

that

securities

may

not

be

priced

on

the

basis

of

quotations

from

the

primary

market

in

which

they

are

traded

and

the

actual

price

realized

from

the

sale

of

a

Funds

(Legal

Name)

Funds

(Short

Name)

Investment

Share

Classes

Offered

Victory

RS

Small

Cap

Growth

Fund

RS

Small

Cap

Growth

Fund

A,

C,

R,

R6,

and

Y

Victory

RS

Select

Growth

Fund

RS

Select

Growth

Fund

A,

C,

R,

R6,

and

Y

Victory

RS

Mid

Cap

Growth

Fund

RS

Mid

Cap

Growth

Fund

A,

C,

R,

R6,

Y,

and

Member

Class

Victory

RS

Growth

Fund

RS

Growth

Fund

A,

C,

R,

and

Y

Victory

RS

Science

and

Technology

Fund

RS

Science

and

Technology

Fund

A,

C,

R,

and

Y

Victory

RS

Small

Cap

Equity

Fund

RS

Small

Cap

Equity

Fund

A,

C,

R,

Y,

and

Member

Class

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

84

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

at

fair

value

is

intended

to

cause

the

Funds’

NAV to

be

more

reliable

than

it

otherwise

would

be.

A

summary

of

the

valuations

as

of

December

31,

2023,

based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedules

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

significant transfers

into/out

of

Level

3.

Real

Estate

Investment

Trusts

(“REITs”):

The

Funds

may

invest

in

REITs,

which

report

information

on

the

source

of

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

in

income-producing

real

estate

or

real

estate

related

loans

or

interests

(such

as

mortgages).

Certain

distributions

received

from

REITs

during

the

year

are

recorded

as

realized

gains

or

return

of

capital

as

estimated

by

the

Funds

or

when

such

information

becomes

known.

Investment

Companies:

Open-End

Funds:

The

Funds

may

invest

in

portfolios

of

open-end

investment

companies.

These

investment

companies

value

securities

in

their

portfolios

for

which

market

quotations

are

readily

available

at

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

at

their

fair

value

by

the

methods

established

by

the

board

of

directors

of

the

underlying

funds.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and

recorded

daily

 using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

of

premiums

or

accretion

of

discounts. Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. Gains

or

losses

realized

on

sales

of

securities

are

recorded

on

the

identified

cost

basis.

Level

1

Level

2

Level

3

Total

RS

Small

Cap

Growth

Fund

Common

Stocks

............................

$

551,394,279

$

—

$

—

$

551,394,279

Collateral

for

Securities

Loaned

................

1,561,832

—

—

1,561,832

Total

....................................

$

552,956,111

$

—

$

—

$

552,956,111

RS

Select

Growth

Fund

Common

Stocks

............................

93,374,838

—

—

93,374,838

Collateral

for

Securities

Loaned

................

621,000

—

—

621,000

Total

....................................

$

93,995,838

$

—

$

—

$

93,995,838

RS

Mid

Cap

Growth

Fund

Common

Stocks

............................

76,539,364

—

—

76,539,364

Collateral

for

Securities

Loaned

................

1,623,700

—

—

1,623,700

Total

....................................

$

78,163,064

$

—

$

—

$

78,163,064

RS

Growth

Fund

Common

Stocks

............................

276,807,228

—

—

276,807,228

Collateral

for

Securities

Loaned

................

1,581,392

—

—

1,581,392

Total

....................................

$

278,388,620

$

—

$

—

$

278,388,620

RS

Science

and

Technology

Fund

Common

Stocks

............................

173,474,514

—

—

173,474,514

Warrants

.................................

2,443

—*

—*

2,443

Collateral

for

Securities

Loaned

................

1,667,636

—

—

1,667,636

Total

....................................

$

175,144,593

$

—*

$

—*

$

175,144,593

RS

Small

Cap

Equity

Fund

Common

Stocks

............................

32,548,457

—

—

32,548,457

Collateral

for

Securities

Loaned

................

59,400

—

—

59,400

Total

....................................

$

32,607,857

$

—

$

—

$

32,607,857

*

Rounds

to

less

than

$1.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

85

Withholding

taxes

on

interest,

dividends,

and

gains

as

a

result

of

certain

investments

by

the

Funds

have

been

provided

for

in

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Securities

Lending:

The

Funds, through

a Securities

Lending

Agreement with

Citibank,

N.A.

(“Citibank”), may

lend

their

securities

to

qualified

financial

institutions,

such

as

certain

broker-dealers

and

banks,

to

earn

additional

income,

net

of

income

retained

by

Citibank. 

Borrowers

are

required

to

initially

secure

their

loans for

collateral

in

the

amount

of

at

least

102%

of

the

value

of

U.S.

securities

loaned

or

at

least

105%

of

the

value

of

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

in

the

valuation

of

the

securities

loaned

are

generally

cured the

next

business

day.

The

collateral

can

be

received

in

the

form

of

cash

collateral

and/or

non-cash

collateral.

Non-

cash

collateral

can

include

U.S.

Government

Securities and

other

securities

as

permitted

by

Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

is

invested

in

short-term

instruments

or

cash

equivalents,

primarily

open-end

investment

companies,

as

noted

on

the

Funds’

Schedules

of

Portfolio

Investments.

The

Funds

effectively

do not

have

control

of

the

non-cash

collateral

and

therefore

it

is

not

disclosed

on

the

Funds’

Schedules

of

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

on

the

value

of

the

Funds’

securities

on

loan

as

of

the

end

of

the prior

business

day. 

During

the

time

portfolio

securities

are

on

loan,

the

borrower

will

pay

the

Funds

any

dividends

or

interest

paid

on

such

securities

plus

any

fee

negotiated

between

the

parties

to

the

lending

agreement.

The

Funds

also

earn

a

return

from

the

collateral.

The

Funds

pay

Citibank

various

fees

in

connection

with

the

investment

of

cash

collateral

and

fees

based

on

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

of

these

fees)

is

disclosed

on

the

Statements

of

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

of

one

standard

settlement

period

or

five

business

days. 

Although

risk

is

mitigated

by

the

collateral, a

Fund could

experience

a

delay

in

recovering

its

securities

and

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

them.

In

addition,

there

is

a

risk that

the

value

of

the

short-term

investments

will

be

less

than

the

amount

of

cash

collateral

required

to

be

returned

to

the

borrower.

The

Funds’

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

by

the

Funds

may

not

be

sold

or

repledged,

except

to

satisfy

borrower

default.

The

following

table

is

a

summary

of

the

Funds’

securities

lending

transactions

as

of

December

31,

2023.

Federal

Income

Taxes:

Each

Fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

by

complying

with

the

provisions

available

to

certain

investment

companies,

as

defined

in

applicable

sections

of

the

Internal

Revenue

Code,

and

to

make

distributions

of

net

investment

income

and

net

realized

gains

sufficient

to

relieve

it

from

all,

or

substantially

all,

federal

income

taxes.

Accordingly,

no

provision

for

federal

income

taxes

is

required

in

the

financial

statements.

The

Funds

have

a

tax

year

end

of

December

31.

For

the

year

ended

December

31,

2023,

the

Funds

did

not

incur

any

income

tax,

interest,

or

penalties,

and

have

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

tax

positions.

Management

of

the

Funds

has

reviewed

tax

positions

taken

in

tax

years

that

remain

subject

to

examination

by

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

is

no

tax

liability

resulting

from

unrecognized

tax

benefits

related

to

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to a

Fund

are

charged

to that

Fund,

while

expenses

that

are

attributable

to

more

than

one

fund

in

the

Trust,

or

jointly

with

an

affiliated

trust,

are

allocated

among

the

respective

funds

in

the

Trust

and/or

an

affiliated

trust

based

upon

net

assets

or

another

appropriate

basis.

Income,

expenses

(other

than

class-specific

expenses

such

as

transfer

agent

fees,

state

registration

fees,

printing

fees,

and

12b-1

fees),

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

its

relative

net

assets

on

the

date

income

is

earned

or

expenses

and

realized

and

unrealized

gains

and

losses

are

incurred.

3.

Purchases

and

Sales:

Purchases

and sales

of

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

year

ended

December

31,

2023,

were

as

follows:

Value

of

Securities

on

Loan

Non-Cash

Collateral

Cash

Collateral

RS

Small

Cap

Growth

Fund

.........................................

$

1,482,653

$

—

$

1,561,832

RS

Select

Growth

Fund

............................................

580,230

—

621,000

RS

Mid

Cap

Growth

Fund

..........................................

1,578,151

—

1,623,700

RS

Growth

Fund

.................................................

1,522,351

—

1,581,392

RS

Science

and

Technology

Fund

.....................................

1,578,558

—

1,667,636

RS

Small

Cap

Equity

Fund

..........................................

56,664

—

59,400

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

at

fair

value

is

intended

to

cause

the

Funds’

NAV to

be

more

reliable

than

it

otherwise

would

be.

A

summary

of

the

valuations

as

of

December

31,

2023,

based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedules

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

significant transfers

into/out

of

Level

3.

Real

Estate

Investment

Trusts

(“REITs”):

The

Funds

may

invest

in

REITs,

which

report

information

on

the

source

of

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

in

income-producing

real

estate

or

real

estate

related

loans

or

interests

(such

as

mortgages).

Certain

distributions

received

from

REITs

during

the

year

are

recorded

as

realized

gains

or

return

of

capital

as

estimated

by

the

Funds

or

when

such

information

becomes

known.

Investment

Companies:

Open-End

Funds:

The

Funds

may

invest

in

portfolios

of

open-end

investment

companies.

These

investment

companies

value

securities

in

their

portfolios

for

which

market

quotations

are

readily

available

at

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

at

their

fair

value

by

the

methods

established

by

the

board

of

directors

of

the

underlying

funds.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and

recorded

daily

 using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

of

premiums

or

accretion

of

discounts. Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. Gains

or

losses

realized

on

sales

of

securities

are

recorded

on

the

identified

cost

basis.

Level

1

Level

2

Level

3

Total

RS

Small

Cap

Growth

Fund

Common

Stocks

............................

$

551,394,279

$

—

$

—

$

551,394,279

Collateral

for

Securities

Loaned

................

1,561,832

—

—

1,561,832

Total

....................................

$

552,956,111

$

—

$

—

$

552,956,111

RS

Select

Growth

Fund

Common

Stocks

............................

93,374,838

—

—

93,374,838

Collateral

for

Securities

Loaned

................

621,000

—

—

621,000

Total

....................................

$

93,995,838

$

—

$

—

$

93,995,838

RS

Mid

Cap

Growth

Fund

Common

Stocks

............................

76,539,364

—

—

76,539,364

Collateral

for

Securities

Loaned

................

1,623,700

—

—

1,623,700

Total

....................................

$

78,163,064

$

—

$

—

$

78,163,064

RS

Growth

Fund

Common

Stocks

............................

276,807,228

—

—

276,807,228

Collateral

for

Securities

Loaned

................

1,581,392

—

—

1,581,392

Total

....................................

$

278,388,620

$

—

$

—

$

278,388,620

RS

Science

and

Technology

Fund

Common

Stocks

............................

173,474,514

—

—

173,474,514

Warrants

.................................

2,443

—*

—*

2,443

Collateral

for

Securities

Loaned

................

1,667,636

—

—

1,667,636

Total

....................................

$

175,144,593

$

—*

$

—*

$

175,144,593

RS

Small

Cap

Equity

Fund

Common

Stocks

............................

32,548,457

—

—

32,548,457

Collateral

for

Securities

Loaned

................

59,400

—

—

59,400

Total

....................................

$

32,607,857

$

—

$

—

$

32,607,857

*

Rounds

to

less

than

$1.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

86

4.

Fees

and

Transactions

with

Affiliates

and

Related

Parties:

Investment

Advisory

Fees: 

Investment

advisory

services

are

provided

to

the

Funds

by

the

Adviser,

which

is

a

New

York

corporation

registered

as

an

investment

adviser

with

the

SEC.

Under

the

terms

of

the

Investment

Advisory

Agreement,

the

Adviser

is

entitled

to

receive

fees

accrued

daily

and

paid

monthly

at

an

annualized

rate

based

on

a

percentage

of

the

average

daily

net

assets

of

each

Fund. The

rates

at

which

the

Adviser

is

paid

by

each

Fund

are

included

in

the

table

below.

*

Effective

January

17,

2024,

the

advisory

fee rate

was

changed

to

a

tiered

rate

of

0.95%

of

net

assets

up

to $1

billion,

0.825%

of

net

assets

on

the

next

$1

billion,

and

0.75%

of

net assets

in

excess

of

$2

billion.

Amounts

incurred

and

paid

to

VCM

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Funds’

administrator

and

fund

accountant.

Under

the

Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Trust,

Victory

Variable

Insurance

Funds

and

Victory

Portfolios

II.

The

tiered

rates

at

which

VCM

is

paid

by

the

Funds

are

shown

in

the

table

below:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Funds

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Funds

reimburse

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Funds.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Administration

fees.

The

Funds

(as

part

of

the

Trust)

have

entered

into

an

agreement

with

the

Adviser

to

provide

compliance

services,

pursuant

to

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

of

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

to

provide

the

Trust

with

compliance

oversight

services

related

to

the

design,

administration,

and

oversight

of

a

compliance

program

for

the

Trust

in

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

is

an

employee

of

the

Adviser,

which

pays

the

compensation

of

the

CCO

and

support

staff.

The

funds

in

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios

II

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Compliance

fees.

Transfer

Agency

Fees: 

FIS

Investor

Services,

LLC

(“FIS”)

serves

as

the

Funds’

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

a

fee

for

its

services

and

reimburses

FIS

for

all

of

their

reasonable

out-of-pocket

expenses

incurred

in

providing

these

services. 

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

RS

Small

Cap

Growth

Fund

...........................................................

$

794,864,265

$

1,094,970,934

RS

Select

Growth

Fund

..............................................................

133,706,629

160,786,040

RS

Mid

Cap

Growth

Fund

............................................................

94,773,957

114,836,882

RS

Growth

Fund

...................................................................

151,864,621

173,974,452

RS

Science

and

Technology

Fund

.......................................................

129,409,419

169,504,565

RS

Small

Cap

Equity

Fund

............................................................

68,544,552

75,656,990

Flat

Rate

RS

Small

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.95%*

RS

Select

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

RS

Mid

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.85%

RS

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.75%

RS

Science

and

Technology

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

RS

Small

Cap

Equity

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.75%

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

87

Victory

Capital

Transfer

Agency,

Inc.,

an

affiliate

of

the

Adviser,

serves

as

sub-transfer

agent

for

the

Member

Class.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Funds

have

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Funds

and

have

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Funds

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Funds.

These

services

would

have

been

provided

by

the

Funds’

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Funds’

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

an

affiliate

of

the

Adviser,

serves

as

Distributor

for

the

continuous

offering

of

the

shares

of

the

Funds

pursuant

to

a

Distribution

Agreement

between

the

Distributor

and

the

Trust.

Pursuant

to

the

Distribution

and

Service

Plans

adopted

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Distributor

may

receive

a

monthly

distribution

and

service

fee

up

to

the

annual

rate

shown

in

the

table

below:

The

distribution

and

service

fees

paid

to

the

Distributor

may

be

used

by

the

Distributor

to

pay

for

activities

primarily

intended

to

result

in

the

sale

of

Class

A,

Class

C,

and

Class

R.

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

12b-1

fees.

In

addition,

the

Distributor

is

entitled

to

receive

commissions

in

connection

with sales

of

the

Class

A.

For

the

year

ended

December

31,

2023,

the

Distributor

received

the

following

from

commissions

earned

in

connection with

sales

of

Class

A:

Other

Fees:

Citibank

serves

as

the

Funds’

custodian.

The

Funds

pay

Citibank

a

fee

for

providing

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

to

the

Trust.

The

Adviser

has

entered

into

an

expense

limitation

agreement

with

the

Trust.  Under

the

terms

of

the

agreement,

the

Adviser

has

agreed

to

waive

fees

or

reimburse

certain

expenses

to

the

extent

that

ordinary

operating

expenses

incurred

by

certain

classes

of

the

Funds

in

any

fiscal

year

exceed

the

expense

limits

for the

Funds.

Such

excess

amounts

will

be

the

liability

of

the

Adviser.

Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

in

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of the

Funds’

business

are

excluded

from

the

expense

limits.

As

of

December

31,

2023,

the

expense

limits

(excluding

voluntary

waivers) are

as

follows:

Class

A

Class

C

Class

R

RS

Small

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Select

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Mid

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Science

and

Technology

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Small

Cap

Equity

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Amount

RS

Small

Cap

Growth

Fund

.............................................................................

$

2,376

RS

Select

Growth

Fund

................................................................................

602

RS

Mid

Cap

Growth

Fund

..............................................................................

1,111

RS

Growth

Fund

.....................................................................................

2,059

RS

Science

and

Technology

Fund

.........................................................................

2,126

RS

Small

Cap

Equity

Fund

..............................................................................

631

In

effect

until

April

30,

2024

Class

A

Class

C

Class

R

Class

R6

Class

Y

Member

Class

RS

Small

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.40%

2.16%

1.86%

1.06%

1.13%

N/A

RS

Select

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.40%

2.18%

1.91%

1.06%

1.14%

N/A

RS

Mid

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.20%

2.11%

1.80%

0.94%

0.95%

1.05%

RS

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.10%

1.93%

1.71%

N/A

0.83%

N/A

RS

Science

and

Technology

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.49%

2.28%

1.93%

N/A

1.24%

N/A

RS

Small

Cap

Equity

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.35%

2.10%

1.75%

N/A

1.10%

1.15%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

88

Under

the

terms

of

the

expense

limitation agreement, the Funds

have

agreed

to

repay

fees

and

expenses

that

were

waived

or

reimbursed

by

the

Adviser

for

a

period

of

up

to

three

years

(thirty-six

(36)

months)

after

the

waiver

or

reimbursement

took

place,

subject

to

the

lesser

of

any

operating

expense

limits

in

effect

at

the

time

of:

(a)

the

original

waiver

or

expense

reimbursement;

or

(b)

the

recoupment,

after

giving

effect

to

the

recoupment

amount.

The

Funds

have

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

For

the

year

ended

December

31,

2023,

the

following

recoupment

amounts

were

paid

to

the

Adviser.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

The

Adviser

may

voluntarily

waive

or

reimburse

additional

fees

to

assist

the

Funds

in

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

to

the

Funds

are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

Certain

officers

and/or

interested

trustees

of

the

Funds

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel, and

Distributor.

5.

Risks:

The

Funds

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

Equity

Risk

—

The

value

of

the

equity

securities

in

which

the

Funds

invest

may

decline

in

response

to

developments

affecting

individual

companies

and/or

general

economic

conditions

in

the

United

States

or

abroad.

A

company’s

earnings

or

dividends

may

not

increase

as

expected

(or

may

decline)

because

of

poor

management,

competitive

pressures,

reliance

on

particular

suppliers

or

geographical

regions,

labor

problems

or

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

or

natural

disasters,

military

confrontations

or

wars,

terrorism,

public

health

crises,

or

other

events,

conditions,

and

factors.

Price

changes

may

be

temporary

or

last

for

extended

periods.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Funds.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

Sector Focus

Risk

— 

To

the

extent

the

Funds

focus

in

one

or

more

sectors,

market

or

economic

factors

impacting

those

sectors

could

have

a

significant

effect

on

the

value

of

the

Funds’

investments

and

could

make

the

Funds’

performance

more

volatile.

For

example,

the

values

of

companies

in

the

Information

Technology

sector

are

particularly

vulnerable

to

economic

downturns,

short

product

cycles

and

aggressive

pricing,

market

competition

and

changes

in

government

regulation.

Concentration

Risk

—

 The

RS

Science

and

Technology

Fund

(herein,

the

Fund)  may

concentrate

its

investments

in

a

particular

industry,

as

the

term

“concentration”

is

used

in

the

1940

Act.

Concentrating

investments

in

the

science

and

technology

related

sectors increases

the

risk

of

loss

because

the

stocks

of

many

or

all

of

the

companies

in

the

sectors

may

decline

in

value

due

to

developments

adversely

affecting

the

sectors.

In

addition,

investors

may

buy

or

sell

substantial

amounts

of

the

Fund’s

shares

in

response

to

factors

affecting

or

expected

to

affect

the sectors,

resulting

in

extreme

inflows

and

outflows

of

cash

into

and

out

of

the

Fund.

Such

inflows

or

outflows

might

affect

management

of

the

Fund

adversely

to

the

extent

they

cause

the

Fund’s

cash

position

or

cash

requirements

to

exceed

normal

levels. 

Science

and

Technology

Investment Risk

— 

Investments

in

science

and

technology

companies

(including

those

within

the

health

care

sector)

may

be

highly

volatile.

Their

values

may

be

adversely

affected

by

such

factors

as,

for

example,

rapid

technological

change,

changes

in

Amount

RS

Small

Cap

Growth

Fund

.............................................................................

$

15,512

RS

Science

and

Technology

Fund

.........................................................................

1,702

RS

Small

Cap

Equity

Fund

..............................................................................

97

Expires

2024

Expires

2025

Expires

2026

Total

RS

Small

Cap

Growth

Fund

.............................................

$

300,370

$

392,843

$

240,591

$

933,804

RS

Select

Growth

Fund

................................................

180,839

170,568

171,324

522,731

RS

Mid

Cap

Growth

Fund

..............................................

678,326

404,134

213,101

1,295,561

RS

Growth

Fund

.....................................................

240,370

237,938

237,847

716,155

RS

Science

and

Technology

Fund

.........................................

—

31,833

34,914

66,747

RS

Small

Cap

Equity

Fund

..............................................

42,087

45,282

53,849

141,218

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

89

management

personnel,

changes

in

the

competitive

environment,

and

changes

in

investor

sentiment.

Many

science

and

technology

companies

are

small

or

mid-sized

companies

and

may

be

newly

organized.

Smaller-Capitalization

Stock

Risk

—

Small-

and

mid-sized

companies

are

subject

to

a

number

of

risks

not

associated

with

larger,

more

established

companies,

potentially

making

their

stock

prices

more

volatile

and

increasing

the

risk

of

loss.

Smaller

companies

may

have

limited

markets,

product

lines,

or

financial

resources

and

lack

management

experience

and

may

experience

higher

failure

rates

than

larger

companies.

6.

Borrowing

and

Interfund

Lending:

Line

of

Credit:

The

Victory

Funds

Complex

participates

in

a

short-term

demand

note

“Line

of

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

up

to

$600

million,

of

which

$300

million

is

committed

and

$300

million

is

uncommitted.

$40

million

of

the

Line

of

Credit

is

reserved

for

use

by

the

Victory

Floating

Rate

Fund,

another

series

of

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

related

commitment

fees

for

that

amount.

The

purpose

of

the

Line

of

Credit

is

to

meet

temporary

or

emergency

cash

needs.

For

the year

ended

December

31,

2023,

Citibank

received

an

annual

commitment

fee

of

0.15%

on

$300

million

for

providing

the

Line

of

Credit.

Each

Fund

in

the

Victory

Funds

Complex

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June

24,

2024,

and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to each

Fund during

the

period,

if

applicable,

is

reflected

on

the

Statements

of

Operations

under

Line

of

credit

fees.

The

Funds

had

no

borrowings

under the

Line

of

Credit

agreement

during

the

year

ended

December

31,

2023.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

on

an

exemptive

order

granted

by

the

SEC

in

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

of

an

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

each

Fund

to

directly

lend

and

borrow

money

to

or

from

any

other

fund

in

the

Victory

Funds

Complex

that

is

permitted

to

participate

in

the

Facility,

relying

upon

the

Order

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

or

emergency

purposes,

including

the

meeting

of

redemption

requests

that

otherwise

might

require

the

untimely

disposition

of

securities,

and

are

subject

to

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

is

determined,

as

specified

in

the

Order,

by

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

As

a

Borrower

(as

defined

in

the

Order),

interest

charged

to

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

interest

earned

by

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending.

The

average

borrowing

or

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Funds

that

utilized

this

Facility

during

the

year

ended

December

31,

2023,

were

as

follows:

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

7.

Federal

Income

Tax

Information:

Dividends

from

net

investment

income,

if

any,

are

declared

and

paid

as

noted

in

the

table

below.

Distributable

net

realized

gains,

if

any,

are

declared

and

distributed

at

least

annually

from

each

Fund. 

The

amounts

of

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

to

shareholders)

are

determined

in

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

To

the

extent

these

“book/tax”

differences

are

permanent

in

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

of

net

assets

based

on

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

do

not

require

reclassification.

To

the

extent

dividends

and

Borrower

or

Lender

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

RS

Small

Cap

Growth

Fund

........................

Borrower

$

—

$

1,599,552

5.37%

$

4,109,000

RS

Select

Growth

Fund

...........................

Borrower

—

1,371,500

5.37%

1,419,000

RS

Mid

Cap

Growth

Fund

.........................

Borrower

—

1,157,000

4.84%

1,157,000

RS

Science

and

Technology

Fund

....................

Borrower

—

6,157,500

5.59%

6,204,000

RS

Small

Cap

Equity

Fund

.........................

Borrower

—

1,479,000

5.86%

1,664,000

Declared

Paid

RS

Small

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Select

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Mid

Cap

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Growth

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Science

and

Technology

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Small

Cap

Equity

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

90

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

as

distributions

of

capital.

Net

investment

losses

incurred

by

the

Funds

may

be

reclassified

as

an

offset

to

capital

on

the

accompanying

Statements

of

Assets

and

Liabilities.

As

of

December

31,

2023,

on

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

The

tax

character

of

distributions

paid

during

the

tax

years

ended,

as

noted

below,

were

as

follows

(total

distributions

paid

may

differ

from

the

Statements

of

Changes

in

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales

and

passive

foreign

investment

company

adjustments.

As

of December

31,

2023,

the

Funds

had

net

capital

loss

carryforwards

as

shown

in

the

table

below. 

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

Total

Accumulated

Earnings/(Loss)

Capital

RS

Small

Cap

Growth

Fund

.................................................

$

5,261,136

$

(5,261,136)

RS

Select

Growth

Fund

....................................................

928,965

(928,965)

RS

Mid

Cap

Growth

Fund

..................................................

537,843

(537,843)

RS

Growth

Fund

.........................................................

1,264,166

(1,264,166)

RS

Science

and

Technology

Fund

.............................................

1,310,804

(1,310,804)

RS

Small

Cap

Equity

Fund

..................................................

402,304

(402,304)

Year

Ended

December

31,

2023

Distributions

Paid

From:

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

RS

Growth

Fund

...........................................................................

$

411,540

$

411,540

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Taxable

Distributions

Return

of

Capital

Total

Distributions

Paid

RS

Small

Cap

Growth

Fund

.............................

$

—

$

43,757,183

$

43,757,183

$

8,783

$

43,765,966

RS

Select

Growth

Fund

................................

4,809,209

25,339,340

30,148,549

—

30,148,549

RS

Mid

Cap

Growth

Fund

..............................

—

3,708,813

3,708,813

1,842

3,710,655

RS

Growth

Fund

.....................................

—

4,815,879

4,815,879

—

4,815,879

RS

Science

and

Technology

Fund

.........................

—

8,279,682

8,279,682

—

8,279,682

RS

Small

Cap

Equity

Fund

..............................

2,905,298

1,044,840

3,950,138

—

3,950,138

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

RS

Small

Cap

Growth

Fund

........................

$

—

$

—

$

(280,226,682)

$

94,267,088

$

(185,959,594)

RS

Select

Growth

Fund

...........................

—

—

(8,881,559)

13,461,770

4,580,211

RS

Mid

Cap

Growth

Fund

.........................

—

—

(21,475,857)

14,747,176

(6,728,681)

RS

Growth

Fund

................................

1,761,148

1,761,148

—

139,953,685

141,714,833

RS

Science

and

Technology

Fund

....................

—

—

(38,972,820)

74,455,904

35,483,084

RS

Small

Cap

Equity

Fund

.........................

—

—

(24,147,073)

2,681,496

(21,465,577)

Short-Term

Amount

Long-Term

Amount

Total

RS

Small

Cap

Growth

Fund

..............................................

$

(280,226,682)

$

—

$

(280,226,682)

RS

Select

Growth

Fund

.................................................

(8,881,559)

—

(8,881,559)

RS

Mid

Cap

Growth

Fund

...............................................

(21,475,857)

—

(21,475,857)

RS

Science

and

Technology

Fund

..........................................

(38,972,820)

—

(38,972,820)

RS

Small

Cap

Equity

Fund

...............................................

(16,834,094)

(7,312,979)

(24,147,073)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

91

During

the

tax

year

ended

December

31,

2023,

the

following

Funds

utilized

capital

loss

carryforwards:

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

9.

Subsequent

Event:

On

December

5,

2023,

the

Board

approved

the

adoption

of

a

conversion

feature

for

Class

R

of

all

the

Funds.

Under

the

relevant

conversion

feature,

effective

after

the

close

of

business

on

March

28,

2024,

all

of

the

issued

and

outstanding

shares

of

Class

R

of

each

Fund

will

be

converted

into

shares

of

Class

A

of

each

Fund.

The

share

class

conversion

will

be

effectuated

on

the

basis

of

the

relative

NAVs

of

the

share

class

without

the

imposition

of

a

sales

charge.

Based

on

the

financial

information

for

the

Funds’

fiscal

year

ended

December

31,

2023,

Class

A

has

lower

gross

and

net

total

expense

ratios

than

Class

R.

Amount

RS

Small

Cap

Growth

Fund

.............................................................................

$

(57,505,244)

RS

Select

Growth

Fund

................................................................................

(7,925,208)

RS

Mid

Cap

Growth

Fund

..............................................................................

(5,341,613)

RS

Growth

Fund

.....................................................................................

(6,366,788)

RS

Science

and

Technology

Fund

.........................................................................

(5,542,851)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

RS

Small

Cap

Growth

Fund

.........................

$

458,689,023

$

118,935,017

$

(24,667,929)

$

94,267,088

RS

Select

Growth

Fund

............................

80,534,068

18,617,637

(5,155,867)

13,461,770

RS

Mid

Cap

Growth

Fund

..........................

63,415,888

17,602,641

(2,855,465)

14,747,176

RS

Growth

Fund

.................................

138,434,935

141,567,750

(1,614,065)

139,953,685

RS

Science

and

Technology

Fund

.....................

100,688,689

81,302,575

(6,846,671)

74,455,904

RS

Small

Cap

Equity

Fund

..........................

29,926,361

4,100,311

(1,418,815)

2,681,496

92

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Shareholders

and

Board

of

Trustees

of

Victory

Portfolios

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

portfolio

investments,

of

Victory

RS

Small

Cap

Growth

Fund,

Victory

RS

Select

Growth

Fund,

Victory

RS

Mid

Cap

Growth

Fund,

Victory

RS

Growth

Fund,

Victory

RS

Science

and

Technology

Fund,

and

Victory

RS

Small

Cap

Equity

Fund

(the

“Funds”),

each

a

series

of

Victory

Portfolios,

as

of

December

31,

2023,

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

December

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

of

the

investment

companies

advised

by

Victory

Capital

Management

Inc.

since

2015.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

23,

2024

Supplemental

Information

December

31,

2023

Victory

Portfolios

93

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 37

portfolios

in

the

Trust, 27

portfolios

in

Victory

Portfolios

II,

and six

portfolios

in

Victory

Variable

Insurance

Funds,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

service

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

Mr.

Brown

is

an

"Interested

Person"

by

reason

of

his

relationship

with

the

Adviser.

The

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

of

the

Trust

and

is

available,

without

charge,

by

calling

800-539-3863.

Name

and

Date

of

Birth

Position

Held

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

Other

Directorships

Held

During

Past

5

Years

Independent

Trustees

David

Brooks

Adcock,

(October

1951)

Trustee

May

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

May

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(May

1961)

Trustee

July

2016

Chair,

CEO

and

Co-Founder

of

TriLinc

Global,

LLC,

an

investment

firm.

TriLinc

Global

Impact

Fund,

LLC

(since

2012).

Leigh

A.

Wilson,

(December

1944)

Trustee

November

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

94

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

and

their

principal

occupations

during

the

past

five

years

are

detailed

in

the

following

table.

Each

officer

serves

until

the

earlier

of

his

or

her

resignation,

removal,

retirement,

death,

or

the

election

of

a

successor.

The

mailing

address

of

each

officer

of

the

Trust

is

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

The

officers

of

the

Trust

receive

no

compensation

directly

from

the

Trust

for

performing

the

duties

of

their

offices.

Name

and

Date

of

Birth

Position

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

December

1997

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Portfolios

95

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

each

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Funds'

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863

(800-235-8396

for

Member

Class). Each

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

Availability

of

Schedules

of

Portfolio

Investments:

The

Trust

files

a

complete

list

of

Schedules

of

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

of

each

fiscal

year

on

Form

N-PORT-P

and are

available

on

the

SEC’s

website

at

sec.gov.

Expense

Examples

As

a

shareholder

of

the

Fund,

you

may

incur

two

types

of

costs:

(1)

transaction

costs, including

sales

charges

(loads)

on

purchases;

 and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

These

examples

are

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

These

examples

are

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2023,

through

December

31,

2023.

The

Actual

Expense

figures

in

the

table

below

provide

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

below,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

table

under

the

heading

entitled

“Actual

Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

The

Hypothetical

Expense

figures

in

the

table

below

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds.

Please

note

the

expenses

shown

in

the

table

below

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs.

Therefore,

the

hypothetical

expenses

in

the

table

are

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

RS

Small

Cap

Growth

Fund

Class

A

...............................

$

1,000.00

$

1,063.90

$

1,018.15

$

7.28

$

7.12

1.40%

Class

C

...............................

1,000.00

1,059.90

1,014.32

11.21

10.97

2.16%

Class

R

...............................

1,000.00

1,061.60

1,015.83

9.67

9.45

1.86%

Class

R6

..............................

1,000.00

1,065.90

1,019.86

5.52

5.40

1.06%

Class

Y

...............................

1,000.00

1,065.50

1,019.51

5.88

5.75

1.13%

RS

Select

Growth

Fund

Class

A

...............................

1,000.00

1,027.40

1,018.15

7.15

7.12

1.40%

Class

C

...............................

1,000.00

1,024.20

1,014.22

11.12

11.07

2.18%

Class

R

...............................

1,000.00

1,025.30

1,015.58

9.75

9.70

1.91%

Class

R6

..............................

1,000.00

1,029.50

1,019.86

5.42

5.40

1.06%

Class

Y

...............................

1,000.00

1,028.90

1,019.46

5.83

5.80

1.14%

RS

Mid

Cap

Growth

Fund

Class

A

...............................

1,000.00

1,020.60

1,019.16

6.11

6.11

1.20%

Class

C

...............................

1,000.00

1,016.10

1,014.57

10.72

10.71

2.11%

Class

R

...............................

1,000.00

1,017.90

1,016.13

9.16

9.15

1.80%

Class

R6

..............................

1,000.00

1,021.80

1,020.47

4.79

4.79

0.94%

Class

Y

...............................

1,000.00

1,022.30

1,020.42

4.84

4.84

0.95%

Member

Class

..........................

1,000.00

1,021.60

1,019.91

5.35

5.35

1.05%

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

96

(Unaudited)

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

RS

Growth

Fund

Class

A

...............................

1,000.00

1,091.90

1,019.66

5.80

5.60

1.10%

Class

C

...............................

1,000.00

1,087.40

1,015.48

10.15

9.80

1.93%

Class

R

...............................

1,000.00

1,089.10

1,016.59

9.00

8.69

1.71%

Class

Y

...............................

1,000.00

1,093.80

1,021.02

4.38

4.23

0.83%

RS

Science

and

Technology

Fund

Class

A

...............................

1,000.00

1,069.80

1,017.69

7.77

7.58

1.49%

Class

C

...............................

1,000.00

1,066.10

1,013.71

11.87

11.57

2.28%

Class

R

...............................

1,000.00

1,067.40

1,015.48

10.06

9.80

1.93%

Class

Y

...............................

1,000.00

1,071.30

1,018.95

6.47

6.31

1.24%

RS

Small

Cap

Equity

Fund

Class

A

...............................

1,000.00

991.50

1,018.40

6.78

6.87

1.35%

Class

C

...............................

1,000.00

987.80

1,014.62

10.52

10.66

2.10%

Class

R

...............................

1,000.00

989.60

1,016.38

8.78

8.89

1.75%

Class

Y

...............................

1,000.00

993.10

1,019.66

5.53

5.60

1.10%

Member

Class

..........................

1,000.00

992.70

1,019.41

5.78

5.85

1.15%

*

Expenses

are

equal

to

the

average

account

value

multiplied

by

the

Fund’s

annualized

expense

ratio

multiplied

by

184/365

(the

number

of

days

in

the

most

recent

fiscal

half-year

divided

by

the

number

of

days

in

the

fiscal

year).

Victory

Portfolios

97

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Funds

hereby

designate

the

maximum

amount

allowable

of

their

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.  Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

For

the

year

ended

December

31,

2023,

the

following

Funds

designated

long-term

capital

gain

distributions

in

the

amount

of:

Amount

RS

Growth

Fund

...................................................................................

$

411,399

Victory

Portfolios

98

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

each

of

the

Funds

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Funds

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Funds

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

by

legal

counsel

to

the

Funds

and

independent

legal

counsel

to

the

Independent

Trustees.

The

Board

considered

each

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

as

significant

factors

in

determining

whether

the

Agreement

should

be

continued.

In

considering

whether

the

compensation

paid

to

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

the

Funds

for

the

services

provided

by

the

Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

performance

of

the

Funds

as

compared

to

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

of

scale

that

would

benefit

Fund

shareholders

as

the

Funds

grow

(acknowledging

that

economies

of

scale

can

be

complex

to

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

be

appropriate;

Whether

the

fee

would

be

sufficient

to

enable

the

Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Funds;

The

fees

paid

by

other

clients

of

the

Adviser

whose

accounts

are

managed

in

a

similar

investment

style

and

any

differences

in

the

services

provided

to

the

other

clients

compared

to

those

provided

to

the

Funds;

The

total

expenses

of

each

Fund;

Management’s

commitment

to

operating

the

Funds

at

competitive

expense

levels;

The

profitability

of

the

Adviser

(as

reflected

by

comparing

fees

earned

against

an

estimate

of

the

Adviser’s

costs)

with

respect

to

the

Adviser’s

relationship

with

the

Funds;

Research

and

other

service

benefits

received

by

the

Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Adviser,

and

its

affiliates,

including

revenues

paid

to

the

Adviser,

or

its

affiliates,

by

the

Funds

for

administration

and

fund

accounting

services,

shareholder

services

and

distribution;

The

capabilities

and

financial

condition

of

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

each

Fund

and

the

Adviser.

The

Board

reviewed

each

Fund’s

current

management

fee,

comprised

of

the

advisory

fee

plus

the

administrative

services

fee

paid

to

the

Adviser,

in

the

context

of

the

Adviser’s

business

and

services

with

respect

to

each

Fund

individually

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

to

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

each

Fund’s

gross

management

fee

and

total

operating

expense

ratio

on

a

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

of

a

universe

of

comparable

mutual

funds

compiled

by

the

consultant,

and

a

peer

group

of

funds

with

similar

investment

strategies

selected

by

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

by

the

consultant

in

the

selection

of

each

Fund’s

peer

group,

including

the

consultant’s

selection

of

a

broad

universe

of

funds,

the

more

specific

universe

of

comparable

funds,

and

peer

groups

of

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

to

the

consultant’s

methodology

as

compared

to

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

if

any.

With

respect

to

certain

Funds,

the

Board

also

reviewed

fees

and

other

information

related

to

the

Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

noted

that

none

of

the

advisory

fee

arrangements

for

these

Funds

included

breakpoints,

which

would

be

a

structure

that

results

in

reduced

fees

as

a

fund

grows.

The

Board

discussed

with

the

Adviser

whether

breakpoints

in

the

advisory

fees

with

respect

to

certain

Funds

would

be

desirable

or

appropriate

now

or

in

the

future.

The

Board

also

considered

the

Adviser’s

commitment

to

limit

expenses

as

discussed

in

more

detail

below.

For

Funds

with

total

net

expense

ratios

that

ranked

within

the

fourth

quartile

(most

expensive)

in

relation

to

their

peers

as

evaluated

by

a

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

the

level

of

fees

and

the

nature

of

the

services

provided.

The

Adviser

reviewed

additional

relevant

circumstances,

which

included,

among

other

things,

specialized

strategies,

small

or

decreasing

assets,

or

rapid

or

recent

changes

in

peer

expense

ratios.

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

to

the

Funds

by

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

of

the

Funds’

day-to-day

operations

and

oversight

of

Fund

accounting,

assistance

in

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

of

the

Funds

and

the

Trust.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

99

(Unaudited)

The

Board

found

that

the

gross

annual

management

fee

paid

by

each

Fund

was

within

the

range

of

management

fees

paid

by

each

Fund’s

respective

peer

group.

The

Board

also

found

that

each

Fund’s

Class

A

net

annual

expense

ratio,

taking

into

account

any

shareholder

servicing

or

distribution

fees,

was

reasonable

as

compared

with

each

Fund’s

respective

peer

group.

The

Board

considered

the

Adviser’s

contractual

agreement

with

each

Fund

to

waive

its

fees

and

reimburse

expenses

of

certain

classes

for

a

specified

period

of

time,

as

described

in

the

Fund’s

prospectus.

The

Board

reviewed

each

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

of

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

of

the

Fund

and

the

peer

group

funds

are

net

of

expenses,

while

the

performance

of

the

benchmark

index

reflects

gross

returns.

The

Board

reviewed

various

other

specific

factors

with

respect

to

each

Fund,

as

described

below.

In

their

deliberations,

the

Trustees

did

not

rank

the

importance

of

any

particular

information

or

factor

considered

and

each

Trustee

may

have

attributed

different

weights

to

various

factors.

RS

Small

Cap

Growth

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

and

whether

it

would

be

desirable

to

establish

breakpoints

in

the

advisory

fee.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders,

but

asked

the

Adviser

to

consider

implementing

breakpoints

in

the

advisory

fee.

1

RS

Select

Growth

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

all

of

the

periods

reviewed,

matched

the

peer

group

median

for

the

one-year

period,

and

underperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Mid

Cap

Growth

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Growth

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

all

of

the

periods

reviewed,

underperformed

the

peer

group

median

for

the

one-,

five-

and

ten-year

periods,

and

outperformed

the

peer

group

median

for

the

three-year

period.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

1

After

further

discussions

with

the

Adviser,

on

January

17,

2024,

the

Board

approved

an

amendment

to

the

Advisory

Agreement

to

provide

breakpoints

in

the

advisory

fee

with

respect

to

the

Victory

RS

Small

Cap

Growth

Fund.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

100

(Unaudited)

RS

Science

&

Technology

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

that

the

Fund

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Small

Cap

Equity

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

that

the

Fund

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion:

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Funds’

shareholders,

particularly

in

light

of

the

nature

of

the

Funds

and

the

services

required

to

support

the

Funds;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Funds;

and

(iii)

the

Agreement,

on

behalf

of

the

Funds

discussed

above,

was

consistent

with

the

best

interests

of

each

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

on

behalf

of

each

Fund,

for

an

additional

annual

period

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Adviser

under

the

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services,

the

profitability

of

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

of

the

fee

paid

to

the

fees

paid

by

other

investment

companies;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

to

the

management

of

the

Funds

and

the

creation

of

a

broad-based

family

of

funds,

which

entails

a

substantial

commitment

of

the

Adviser’s

resources

to

the

successful

operation

of

the

Funds;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Funds,

including

the

retention

of

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

to

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Portfolios

101

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

102

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

103

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

VPRSGF-AR

(12/23)

December

31,

2023

Annual

Report

Victory

RS

International

Fund

Victory

RS

Global

Fund

Victory

Sophus

Emerging

Markets

Fund

vcm.com

News,

Information

And

Education

24

Hours

A

Day,

7

Days

A

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

a

convenient

way

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fund

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get

guidance,

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fund

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anywhere

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can

access

the

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The

site

includes:

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records

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news

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A

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Whether

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searching

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that

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philosophy,

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planning

tools,

or

an

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professional,

vcm.com

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what

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Visit

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We’re

always

open.

TABLE

OF

CONTENTS

Victory

Portfolios

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

/

Investment

Overview

(Unaudited)

5

Investment

Objectives

and

Portfolio

Holdings

(Unaudited)

12

Schedules

of

Portfolio

Investments

Victory

RS

International

Fund

15

Victory

RS

Global

Fund

19

Victory

Sophus

Emerging

Markets

Fund

24

Financial

Statements

Statements

of

Assets

and

Liabilities

30

Statements

of

Operations

31

Statements

of

Changes

in

Net

Assets

32

Financial

Highlights

34

Notes

to

Financial

Statements

49

Report

of

Independent

Registered

Public

Accounting

Firm

58

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

59

Proxy

Voting

and

Portfolio

Holdings

Information 

61

Expense

Examples

61

Additional

Federal

Income

Tax

Information

62

Advisory

Contract

Approval

63

Privacy

Policy

65

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

IRA

DISTRIBUTION

WITHHOLDING

DISCLOSURE

We

generally

must

withhold

federal

income

tax

at

a

rate

of

10%

of

the

taxable

portion

of

your

distribution

and,

if

you

live

in

a

state

that

requires

state

income

tax

withholding,

at

your

state’s

tax

rate.

However,

you

may

elect

not

to

have

withholding

apply

or

to

have

income

tax

withheld

at

a

higher

rate.

Any

withholding

election

that

you

make

will

apply

to

any

subsequent

distribution

unless

and

until

you

change

or

revoke

the

election.

If

you

wish

to

make

a

withholding

election,

or

change

or

revoke

a

prior

withholding

election,

call

800-539-3863

and

form

W-4P

(OMB

No.

1545-0074

withholding

certificate

for

pension

or

annuity

payments)

will

be

electronically

sent.

If

you

do

not

have

a

withholding

election

in

place

by

the

date

of

a

distribution,

federal

income

tax

will

be

withheld

from

the

taxable

portion

of

your

distribution

at

a

rate

of

10%.

If

you

must

pay

estimated

taxes,

you

may

be

subject

to

estimated

tax

penalties

if

your

estimated

tax

payments

are

not

sufficient

and

sufficient

tax

is

not

withheld

from

your

distribution.

For

more

specific

information,

please

consult

your

tax

adviser.

The

Funds

are

distributed

by

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

is

the

investment

adviser

to

the

Funds

and

receives

fees

from

the

Funds

for

performing

services

for

the

Funds.

This

report

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

a

current

prospectus

of

the

Victory

Funds.

For

additional

information

about

any

Victory

Funds,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

at

vcm.com

or

call

800-539-3863.

Read

it

carefully

before

you

invest

or

send

money.

The

information

in

this

report

is

based

on

data

obtained

from

recognized

services

and

sources

and

is

believed

to

be

reliable.

Any

opinions,

projections,

or

recommendations

in

this

report

are

subject

to

change

without

notice

and

are

not

intended

as

individual

investment

advice.

Past

investment

performance

of

the

Funds,

markets

or

securities

mentioned

herein

should

not

be

considered

to

be

indicative

of

future

results.

NOT

FDIC

INSURED

NO

BANK

GUARANTEE

MAY

LOSE

VALUE

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

International

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Reversing

a

steep

decline

in

2022,

international

equities,

as

measured

by

the

MSCI

EAFE

Index

(the

“Index”),

advanced

18.24%

over

the

12

months

ended

December

31,

2023,

as

moderating

inflation

and

decelerating

interest

rates

eased

recession

concerns

and

buoyed

share

prices.

The

year

started

well

as

softening

inflation

and

the

re-opening

of

China

from

its

strict

Covid

policies

encouraged

investors.

The

forced

merger

of

Credit

Suisse

with

UBS

and

the

failures

of

Silicon

Valley

Bank

and

Signature

Bank

in

the

United

States

raised

questions

about

the

health

of

the

banking

sector

and

temporarily

paused

market

gains.

The

information

technology

sector

led

markets

in

the

second

quarter,

supported

by

investor

fervor

around

artificial

intelligence,

while

the

materials

sector

faltered

on

weaker

prices

for

industrial

metals.

International

equities

gave

back

some

first

half

gains

in

the

third

quarter

of

2023,

as

technology

shares

reverted

after

their

strong

first

half

run,

with

energy

stocks

proving

more

resilient.

The

fourth

quarter

saw

stocks

rally

broadly

on

expectations

of

declining

interest

rates

in

2024.

Sectors

poised

to

benefit

from

rate

cuts

such

as

technology,

real

estate

and

industrials

performed

well

for

the

period,

while

energy

underperformed

amid

weaker

fuel

prices.

How

did

Victory

RS

International

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

appreciation.

The

Fund

returned

19.82%

(Class

A

Shares

at

net

asset

value)

for

the

12

months

ended

December

31,

2023,

the

Index,

which

returned

18.24%

for

the

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

RS

Global

team

employs

a

blended

investment

approach

that

relies

on

both

rigorous

quantitative

techniques

and

experienced

analyst

judgment.

At

the

heart

of

the

investment

process

is

our

proprietary

QVS

(Quality,

Value

and

Sentiment)

Model

(the

“Model”),

which

is

designed

to

identify

companies

that

we

believe

have

the

potential

to

consistently

create

shareholder

value,

are

reasonably

valued,

and

exhibit

favorable

market

sentiment. The

Model

helps

us

focus

our

resources,

as

we

conduct

additional

research

only

on

companies

with

the

strongest

Model

recommendations.

In

our

experience,

making

correct

macro

allocation

calls

can

be

immensely

challenging,

therefore

we

do

not

forecast

regional

performance

and

seek

to

remain

sector-

and

region-neutral

in

constructing

our

portfolios.

In

our

view,

stock

selection

can

be

far

more

impactful

to

strategy

performance

than

allocation.

Positive

stock

selection

in

the

financials,

health

care

and

industrials

sectors

supported

the

Fund’s

performance

relative

to

the

Index

for

the

period.

On

the

other

hand,

stock

selection

was

negative

in

the

communication

services

and

materials

sectors.

From

a

regional

perspective,

positive

stock

selection

in

Europe

and

Japan

contributed

to

relative

results,

while

stock

selection

was

negative

in

the

United

Kingdom

and

Asia/Pacific

ex

Japan.

Country-level

contributors

included

Denmark,

the

Netherlands

and

Germany

while

country

detractors

included

Italy,

the

United

Kingdom

and

an

overweight

allocation

to

Hong

Kong.

Individual

contributors

to

relative

performance

included

Dutch

semiconductor

equipment

provider

ASM

International

NV,

as

well

as

Danish

jewelry

maker

Pandora

A/S

and

Danish

pharmaceutical

provider

Novo

Nordisk

A/S,

Class

B.

Detractors

from

relative

performance

included

beverage

and

spirits

multinational

company

Diageo

PLC,

and

specialty

chemicals

maker

Croda

International

PLC,

both

based

in

the

United

Kingdom.

The

Fund’s

relative

performance

was

also

hampered

by

not

owning

ASML

Holding

NV,

a

Dutch

maker

of

semiconductor

lithography

machines

which

performed

well

within

the

Index.

6

Victory

RS

International

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

International

Fund —

Growth

of

$10,000

1

The

unmanaged

MSCI

EAFE

Index

measures

the

performance

of

large-

and

mid-cap

stocks

in

the

developed

markets,

excluding

the

U.S.

and

Canada.

The

index

covers

approximately

85%

of

the

free-float-adjusted

market

capitalization

in

each

country.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

INCEPTION

DATE

2/16/93

8/7/00

5/15/01

5/2/19

3/10/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

MSCI

EAFE

Index

1

One

Year

19.82%

12.95%

18.88%

17.88%

19.49%

20.17%

20.15%

18.24%

Five

Year

8.11%

6.83%

7.28%

7.28%

7.83%

N/A

8.37%

8.16%

Ten

Year

4.84%

4.22%

4.16%

4.16%

4.51%

N/A

5.10%

4.28%

Since

Inception

N/A

N/A

N/A

N/A

N/A

6.08%

N/A

N/A

7

Victory

RS

Global

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Reversing

a

steep

decline

in

2022,

global

equities,

as

measured

by

the

MSCI

All

Country

World

Index

(the

“Index”),

advanced

22.20%

over

the

12

months

ended

December

31,

2023,

as

moderating

inflation

and

decelerating

interest

rates

eased

recession

concerns

and

buoyed

share

prices.

The

year

started

well

as

softening

inflation

and

the

re-opening

of

China

from

its

strict

COVID-19

policies

encouraged

investors.

The

failures

of

Silicon

Valley

Bank

and

Signature

Bank

in

March

and

the

forced

merger

of

Credit

Suisse

with

UBS

raised

questions

about

the

health

of

the

banking

sector

and

temporarily

paused

market

gains.

The

information

technology

sector

and

U.S.

large-cap

growth

stocks

led

markets

in

the

second

quarter,

supported

by

investor

fervor

around

artificial

intelligence,

while

the

materials

sector

faltered

on

weaker

prices

for

industrial

metals.

Global

equities

gave

back

some

first

half

gains

in

the

third

quarter

of

2023,

as

technology

shares

reverted

after

their

strong

first

half

run,

with

energy

stocks

proving

more

resilient.

The

fourth

quarter

saw

stocks

rally

broadly

on

expectations

of

declining

interest

rates

in

2024.

Sectors

poised

to

benefit

from

rate

cuts

such

as

technology,

real

estate

and

industrials

performed

well

for

the

period,

while

energy

underperformed

amid

weaker

fuel

prices.

How

did

Victory

RS

Global

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

appreciation.

The

Fund

returned

26.62%

(Class

A

Shares

at

net

asset

value)

for

the

12

months

ended

December

31,

2023,

outperforming

the

Index,

which

returned

22.20%

for

the

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

RS

Global

team

employs

a

blended

investment

approach

that

relies

on

both

rigorous

quantitative

techniques

and

experienced

analyst

judgment.

At

the

heart

of

the

investment

process

is

our

proprietary

QVS

(Quality,

Value

and

Sentiment)

Model

(the

“Model”),

which

is

designed

to

identify

companies

that

we

believe

have

the

potential

to

consistently

create

shareholder

value,

are

reasonably

valued,

and

exhibit

favorable

market

sentiment. The

Model

helps

us

focus

our

resources,

as

we

conduct

additional

research

only

on

companies

with

the

strongest

Model

recommendations.

In

our

experience,

making

correct

macro

allocation

calls

can

be

immensely

challenging,

therefore

we

do

not

forecast

regional

performance

and

seek

to

remain

sector-

and

region-neutral

in

constructing

our

portfolios.

In

our

view,

stock

selection

can

be

far

more

impactful

to

strategy

performance

than

allocation.

Positive

stock

selection

in

the

health

care,

financials

and

information

technology

sectors

supported

the

Fund’s

performance

relative

to

the

Index

for

the

period.

On

the

other

hand,

stock

selection

was

negative

in

the

materials

and

consumer

staples

sectors.

From

a

regional

perspective,

positive

stock

selection

in

North

America

and

Europe

contributed

to

relative

results,

while

stock

selection

was

negative

in

Japan.

Country-level

contributors

included

the

United

States,

Denmark

and

an

underweight

allocation

to

Hong

Kong

while

additional

country

contributors

included

Germany,

China

and

Italy.

Individual

contributors

to

relative

performance

included

graphics

processor

manufacturer

NVIDIA

Corp.,

social

media

technology

conglomerate

Meta

Platforms,

Inc.,

Class

A

and

homebuilder

PulteGroup,

Inc.,

all

based

in

the

United

States.

Detractors

from

relative

performance

included

multinational

cosmetics

maker

The

Estee

Lauder

Companies,

Inc.,

food

and

beverage

provider

PepsiCo,

Inc.,

and

oil

and

gas

exploration

company

APA

Corp.,

also

all

based

in

the

United

States.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

Fund.

8

Victory

RS

Global

Fund

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

RS

Global

Fund —

Growth

of

$10,000

1

The

unmanaged

MSCI

All

Country

World

Index

is

a

free

float-adjusted,

market-capitalization-weighted

index

designed

to

measure

the

performance

of

large-

and

mid-cap

stocks

across

developed

and

emerging

markets.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

INCEPTION

DATE

5/16/11

5/16/11

5/16/11

5/2/19

5/16/11

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

MSCI

All

Country

World

Index

1

One

Year

26.62%

19.35%

25.70%

24.70%

26.29%

27.02%

26.93%

22.20%

Five

Year

13.88%

12.54%

13.05%

13.05%

13.60%

N/A

14.16%

11.72%

Ten

Year

10.07%

9.42%

9.40%

9.40%

12.02%

N/A

10.36%

7.93%

Since

Inception

N/A

N/A

N/A

N/A

N/A

11.62%

N/A

N/A

9

Victory

Sophus

Emerging

Markets

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Emerging

markets,

as

measured

by

the

MSCI

Emerging

Markets

Index

(the

“Index”),

underperformed

developed

markets

in

2023,

returning

9.83%,

versus

developed

markets,

as

measured

by

the

MSCI

World

Index

and

the

S&P

500

®

Index,

which

returned

22.2%

and

26.3%,

respectively.

All

regions

ended

the

period

in

positive

territory.

The

U.S.

Federal

Reserve

(the

“Fed”)

paused

its

aggressive

interest

rate

hiking

campaign

to

bring

inflation

back

to

target.

At

the

Federal

Open

Markets

Committee

(FOMC)

meeting

in

December,

Fed

Chairman

Jerome

Powell

signaled

a

sustained

pause

with

expectations

for

interest

rate

cuts

in

2024.

As

such,

global

markets

have

reflected

a

significant

sentiment

shift

away

from

their

previous

positioning

in

anticipation

of

“higher-for-longer”

monetary

policy,

recalibrating

expectations

to

when

central

bankers

will

begin

cutting

rates

again.

Latin

America

was

the

best

performing

region

in

the

period,

up

32.7%.

Mexico

(+40.9%),

Peru

(+36.6%),

and

Brazil

(+32.7%)

were

the

top

performers

in

the

region.

The

Mexican

Peso

gained

2.7%

vs.

the

U.S.

dollar

in

the

fourth

quarter,

accentuating

what

has

proven

to

be

a

resilient

investment

boom

driven

by

nearshoring

in

the

North

and

public

infrastructure

investment

in

the

South.

Mexico

has

been

gaining

market

share

in

U.S.

imports,

recently

surpassing

China

and

Canada.

We

believe

a

soft

landing

scenario

in

the

United

States,

coupled

with

the

ongoing

nearshoring

theme

offers

upside

with

the

potential

to

offset

risks

to

an

intensification

of

political

noise

and/or

any

large

fiscal

impulse

ahead

of

elections

next

year.

Peru

surged

on

easing

monetary

policy,

a

strong

currency,

and

improving

fundamentals

reinforced

by

a

package

of

stimulus

measures

aimed

at

boosting

investments,

particularly

in

the

country’s

critical

mining

sector.

Brazilian

markets

continued

to

benefit

from

improving

discussions

concerning

government

revenue

measures

and

the

positive

signal

that

the

fiscal

target

for

the

following

year

would

be

preserved,

all

further

buoyed

by

the

current

interest

rate

easing

cycle.

For

Brazil,

2023

was

marked

by

the

approval

of

a

new

fiscal

framework.

Eastern

Europe,

Middle

East,

and

Africa

(EEMEA)

remained

strong

in

2023,

up

8.3%.

Hungary

(+50.9%),

Greece

(+49.5%)

and

Poland

(+48.6%)

were

the

top

performers

in

the

region.

Hungary

benefited

from

stabilized

financial

conditions,

albeit

weaker

Gross

Domestic

Product

(“GDP”)

growth,

and

expectations

for

the

gradual

normalization

of

monetary

policy.

Both

Greece

and

Poland

surged

on

positive

election

results

delivering

victory

to

their

respective

pro-market

regimes.

Turkey

(-5.7%),

on

the

other

hand,

faced

profit-taking

during

the

period

as

investors

weighed

a

big

structural

shift

based

on

a

credible

mix

of

monetary

and

fiscal

policies,

against

concerns

around

the

execution

of

the

policy

mix,

whether

tightening

will

be

sufficient

to

make

Turkish

assets

attractive

to

non-residents,

and

(most

importantly)

if

politics

can

inevitably

reverse

all

the

progress

that

has

been

achieved

so

far.

Asia

also

performed

well

in

2023,

up

7.8%,

as

broader-based

strength

from

Taiwan

(+30.4%),

South

Korea

(+23.2%),

and

India

(+20.7%)

proved

enough

to

offset

weakness

from

China

(-11.0%).

Taiwan

was

one

of

the

best

performing

markets

overall

in

2023,

rallying

in

January

on

expectations

of

an

earnings

recovery,

in

May/June

due

to

the

Artificial

Intelligence

(“AI”)

theme,

and

in

November

thanks

to

a

combination

of

positive

macroeconomics,

AI,

and

geopolitics.

While

Taiwan

heads

into

presidential

and

parliamentary

elections

on

January

13,

many

anticipate

the

market

will

remain

resilient

after

this

election

overhang

is

removed.

Korea

benefited

from

indications

of

the

memory

sector’s

turnaround

following

supply

cuts

by

producers,

leading

to

faster

inventory

digestion

and

price

recovery,

as

well

as

from

strong

AI-related

demand.

India

remains

a

clear

beneficiary

of

continued

sentiment

around

shifting

supply

chains

away

from

China

amid

geopolitical

tensions

thanks

to

its

large

domestic

market,

low

trade

dependency,

relatively

high

monetary

sovereignty,

and

domestic

structural

reforms.

China’s

economy

remains

stuck

in

a

rut,

with

a

weak

property

market,

muted

consumption,

low

private

sector

capital

expenditure,

net

negative

Foreign

Direct

Investment

(“FDI”),

and

low

confidence.

Indeed,

business

sentiment

in

China

is

at

an

all-time

low

due

to

a

series

of

regulatory

decisions

taken

by

the

Chinese

government

starting

in

the

summer

of

2018,

which

had

been

uncharacteristic

of

the

predictable

regulatory

framework

under

which

the

Chinese

private

sector

flourished

over

the

prior

15

years.

Ultimately,

the

key

issue

facing

China

is

its

high

national

saving

rate

(45%

in

2021

and

as

a

percentage

of

annual

gross

domestic

savings)

and

inability

to

stimulate

consumption.

China

has

continued

to

avoid

material

stimulus

measures,

with

Beijing’s

focus

remaining

on

incremental

easing

even

though

nominal

GDP

growth

has

been

running

below

real

GDP

growth.

Effectively,

this

forces

China

into

a

perpetual

cycle

of

investment

and

exports,

distorting

real

estate

while

creating

global

overcapacities.

Despite

geopolitical

tensions,

deteriorating

U.S.-China

relations,

and

the

diversification

of

supply

chains

away

from

China,

trade

surplus

has

risen,

reflecting

its

increased

exports

to

the

Global

South

even

as

FDI

into

China

has

turned

negative.

The

spike

in

global

inflation

in

2023

resulted

from

three

factors:

supply

chain

issues,

geopolitics/commodity

shocks,

and

fiscal

spending

which

also

had

the

unintended

consequence

of

improving

labor’s

bargaining

power.

In

aggregate,

these

three

forces

significantly

dissipated

over

the

course

of

the

year,

a

trend

which

many

expect

to

continue

into

2024

on

a

global

basis.

The

U.S.

10

Victory

Sophus

Emerging

Markets

Fund

Managers’

Commentary

(continued)

(Unaudited)

dollar

weakened

steadily

over

the

fourth

quarter

as

a

result

of

cooling

inflation

in

the

United

States,

which

has

only

increased

expectations

for

a

Fed

policy

pivot.

We

believe

increased

Fed

easing

expectations

should

be

bearish

for

the

U.S.

dollar

and

therefore

positive

for

Asia

and

other

emerging

markets

equities.

Central

banks

will

have

more

room

to

cut

rates

in

these

countries

due

to

earlier

and

faster

rate

hikes

early

in

the

pandemic

crisis,

and

in

many

cases

less

overt

fiscal

stimulus

packages.

Any

recoveries

in

global

manufacturing

and/or

China’s

economy

would

also

support

global

growth

expectations,

presenting

further

near-term

U.S.

dollar

headwinds.

How

did

Victory

Sophus

Emerging

Markets

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

10.97%

(Class

A

Shares,

without

sales

charge)

for

the

12

months

ended

December

31,

2023,

outperforming

the

Index,

which

returned

9.83%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

We

employ

a

disciplined,

bottom-up

approach

utilizing

both

quantitative

and

fundamental

processes

to

invest

in

companies

that

we

believe

have

the

potential

for

strong

and

sustainable

earnings

growth

at

attractive

valuations,

with

revisions

as

the

catalyst.

By

investing

in

companies

with

these

characteristics,

coupled

with

our

risk-managed

approach,

we

seek

to

provide

consistent

excess

returns

over

time.

Stock

selection

in

the

consumer

discretionary

sector

was

the

largest

contributor

to

relative

performance

overall

in

2023,

thanks

to

overweight

positions

in

PDD

Holdings,

Inc.,

a

Chinese

e-commerce

platform

operator;

Hisense

Home

Appliances,

a

leading

player

among

China’s

tier-2

producers

of

refrigerators

and

air

conditioners;

and

Alsea,

one

of

the

largest

operators

of

quick-service

restaurants

(QSR),

casual-dining

restaurants,

and

coffee

shops

in

Latin

America

as

well

as

in

Europe.

Relative

performance

also

benefited

from

weakness

in

China

and

underweight

positions

in

names

like

Meituan,

Li

Ning,

JD.com,

and

Yum

China,

among

others.

Information

technology

also

contributed

positively

to

relative

performance,

driven

by

positive

stock

selection,

helped

by

holdings

Gold

Circuit

Electronics

Ltd.,

Wiwynn

Corp.,

WUS

Printed

Circuit,

and

King

Yuan

Electronics

Co.,

Ltd.,

among

others.

Information

technology

overall

thrived

throughout

the

year

on

a

combination

of

positive

macroeconomics,

expectations

of

an

earnings

recovery,

investor

fervor

around

AI,

and

geopolitics.

We

essentially

took

a

weight-neutral

approach

in

this

sector.

From

a

country

perspective,

Taiwan

was

the

largest

contributor

to

relative

performance

in

the

year,

due

to

stock

selection,

mostly

in

the

information

technology

space

(as

mentioned

previously).

The

health

care

sector

was

the

largest

detractor

from

relative

performance

in

2023,

driven

by

a

combination

of

our

moderately

overweight

position

(in

a

sector

that

underperformed)

and

negative

stock

selection,

given

poor

performers

we

held

like

Wuxi

Biologics,

CSPC

Pharmaceutical,

Shandong

Weigao,

and

China

Resources

Pharmaceutical.

Competition

issues

across

various

segments

within

Korea

and

regulatory

pricing

pressures

in

China

contributed

to

the

sector’s

poor

performance.

On

a

country

basis,

Saudi

Arabia

detracted

from

relative

performance

due

to

negative

stock

selection,

driven

mostly

by

our

holdings

Saudi

National

Bank,

Sahara

International

Petrochemical,

and

Saudi

Telecom

Co.,

while

our

slightly

underweight

position

in

this

market

also

weighed

negatively

on

relative

performance,

particularly

throughout

the

fourth

quarter

rally.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

Fund.

11

Victory

Sophus

Emerging

Markets

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

5.75%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

Sophus

Emerging

Markets

Fund —

Growth

of

$10,000

1

The

unmanaged

MSCI

Emerging

Markets

Index

is

a

free-float-adjusted

market-capitalization-weighted

index

designed

to

measure

equity

market

performance

in

the

global

emerging

markets.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

R6

Class

Y

INCEPTION

DATE

5/1/97

8/7/00

5/15/01

11/15/16

3/10/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

MSCI

Emerging

Markets

Index

1

One

Year

10.97%

4.61%

10.07%

9.07%

10.70%

11.44%

11.37%

9.83%

Five

Year

3.40%

2.19%

2.58%

2.58%

3.15%

3.87%

3.76%

3.68%

Ten

Year

2.35%

1.74%

1.69%

1.69%

2.09%

N/A

2.70%

2.66%

Since

Inception

N/A

N/A

N/A

N/A

N/A

5.13%

N/A

N/A

12

Victory

Portfolios

Victory

RS

International

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Novo

Nordisk

A/S,

Class

B

3.5%

LVMH

Moet

Hennessy

Louis

Vuitton

SE

2.8%

Novartis

AG,

Registered

Shares

2.8%

L'Oreal

SA

2.7%

Nestle

SA,

Registered

Shares

2.6%

Roche

Holding

AG

2.6%

BHP

Group

Ltd.

2.5%

Siemens

AG,

Registered

Shares

2.4%

Atlas

Copco

AB,

Class

B

2.3%

Toyota

Motor

Corp.

2.3%

Financials

17.9%

Industrials

16.4%

Health

Care

14.1%

Consumer

Discretionary

11.9%

Consumer

Staples

9.9%

Information

Technology

7.8%

Materials

6.6%

Energy

4.3%

Utilities

3.4%

Communication

Services

3.4%

13

Victory

Portfolios

Victory

RS

Global

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Microsoft

Corp.

5.1%

Apple,

Inc.

5.1%

NVIDIA

Corp.

2.6%

Alphabet,

Inc.,

Class

C

2.3%

Amazon.com,

Inc.

2.2%

Meta

Platforms,

Inc.,

Class

A

2.1%

McDonald's

Corp.

1.9%

Mastercard,

Inc.,

Class

A

1.9%

Eli

Lilly

&

Co.

1.7%

JPMorgan

Chase

&

Co.

1.7%

Information

Technology

22.1%

Financials

16.8%

Consumer

Discretionary

12.6%

Health

Care

11.4%

Industrials

8.7%

Consumer

Staples

6.9%

Communication

Services

6.9%

Energy

4.1%

Materials

4.1%

Utilities

2.5%

14

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

8.4%

Samsung

Electronics

Co.

Ltd.

5.9%

Tencent

Holdings

Ltd.

4.7%

Alibaba

Group

Holding

Ltd.

3.5%

ICICI

Bank

Ltd.

2.9%

PDD

Holdings,

Inc.

2.3%

Grupo

Financiero

Banorte

SAB

de

CV,

Class

O

1.8%

Petroleo

Brasileiro

SA

1.6%

Industrial

&

Commercial

Bank

of

China

Ltd.,

Class

H

1.6%

PT

Bank

Mandiri

Persero

Tbk

1.5%

Information

Technology

23.1%

Financials

18.8%

Consumer

Discretionary

16.8%

Industrials

10.8%

Communication

Services

7.9%

Materials

7.8%

Health

Care

3.9%

Energy

3.6%

Real

Estate

2.6%

Consumer

Staples

2.5%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

International

Fund

15

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(98.3%)

Australia

(6.9%):

Consumer

Discretionary

(1.0%):

Aristocrat

Leisure

Ltd.

...................................................

124,349

$

3,454,099

Financials

(1.2%):

Macquarie

Group

Ltd.

...................................................

34,489

4,316,451

Health

Care

(1.1%):

CSL

Ltd.

.............................................................

21,116

4,115,646

Materials

(2.5%):

BHP

Group

Ltd.

........................................................

270,126

9,226,733

Real

Estate

(1.1%):

Scentre

Group

.........................................................

1,965,599

4,001,890

25,114,819

Belgium

(0.9%):

Information

Technology

(0.9%):

Melexis

NV

...........................................................

33,549

3,380,877

China

(0.6%):

Communication

Services

(0.6%):

Tencent

Holdings

Ltd.

...................................................

54,700

2,065,271

Denmark

(4.8%):

Consumer

Discretionary

(1.3%):

Pandora

A/S

..........................................................

34,151

4,722,390

Health

Care

(3.5%):

Novo

Nordisk

A/S

,

Class

B

................................................

123,633

12,814,512

17,536,902

France

(11.9%):

Consumer

Discretionary

(3.8%):

La

Francaise

des

Jeux

SAEM

(a)

............................................

95,958

3,485,186

LVMH

Moet

Hennessy

Louis

Vuitton

SE

......................................

12,637

10,266,650

13,751,836

Consumer

Staples

(2.7%):

L'Oreal

SA

...........................................................

19,498

9,718,460

Energy

(0.7%):

Gaztransport

Et

Technigaz

SA

..............................................

17,944

2,376,651

Industrials

(2.6%):

Rexel

SA

.............................................................

131,151

3,599,117

Safran

SA

............................................................

32,313

5,696,352

9,295,469

Information

Technology

(0.5%):

Capgemini

SE

.........................................................

9,564

1,998,527

Materials

(1.6%):

Arkema

SA

...........................................................

51,963

5,918,720

43,059,663

Germany

(7.8%):

Consumer

Discretionary

(0.6%):

Volkswagen

AG

,

Preference

Shares

..........................................

16,407

2,021,995

Financials

(1.8%):

Allianz

SE

,

Registered

Shares

..............................................

25,067

6,698,036

Victory

Portfolios

Victory

RS

International

Fund

16

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Industrials

(2.4%):

Siemens

AG

,

Registered

Shares

.............................................

45,462

$

8,527,947

Information

Technology

(2.0%):

SAP

SE

..............................................................

46,103

7,095,293

Utilities

(1.0%):

RWE

AG

.............................................................

83,545

3,801,864

28,145,135

Hong

Kong

(2.0%):

Financials

(1.3%):

AIA

Group

Ltd.

........................................................

518,000

4,508,266

Real

Estate

(0.7%):

CK

Asset

Holdings

Ltd.

..................................................

527,000

2,645,165

7,153,431

Ireland

(0.7%):

Industrials

(0.7%):

Ryanair

Holdings

PLC

,

ADR

(b)

............................................

19,331

2,577,982

Italy

(1.0%):

Utilities

(1.0%):

Snam

SpA

............................................................

706,369

3,633,723

Japan

(22.2%):

Communication

Services

(1.8%):

Capcom

Co.

Ltd.

.......................................................

93,200

3,008,058

Kakaku.com,

Inc.

.......................................................

280,200

3,462,492

6,470,550

Consumer

Discretionary

(3.2%):

Toyota

Motor

Corp.

.....................................................

456,700

8,369,630

ZOZO,

Inc.

...........................................................

148,200

3,345,221

11,714,851

Consumer

Staples

(1.1%):

Toyo

Suisan

Kaisha

Ltd.

..................................................

73,500

3,792,867

Financials

(2.6%):

Mizuho

Financial

Group,

Inc.

..............................................

269,600

4,599,439

Tokio

Marine

Holdings,

Inc.

...............................................

196,600

4,896,230

9,495,669

Health

Care

(2.9%):

Hoya

Corp.

...........................................................

51,200

6,377,314

Shionogi

&

Co.

Ltd.

.....................................................

81,900

3,942,241

10,319,555

Industrials

(6.1%):

Fuji

Electric

Co.

Ltd.

....................................................

95,200

4,081,036

MISUMI

Group,

Inc.

....................................................

85,000

1,435,323

Mitsubishi

Heavy

Industries

Ltd.

............................................

82,500

4,804,173

Nippon

Yusen

KK

......................................................

144,900

4,475,656

OKUMA

Corp.

........................................................

51,300

2,203,793

Sanwa

Holdings

Corp.

...................................................

347,100

5,248,218

22,248,199

Information

Technology

(2.9%):

Disco

Corp.

...........................................................

11,200

2,766,421

Fujitsu

Ltd.

...........................................................

23,500

3,537,104

Oracle

Corp.

..........................................................

55,300

4,257,550

10,561,075

Victory

Portfolios

Victory

RS

International

Fund

17

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Real

Estate

(0.8%):

Sumitomo

Realty

&

Development

Co.

Ltd.

....................................

101,500

$

3,008,280

Utilities

(0.8%):

Tokyo

Gas

Co.

Ltd.

.....................................................

120,400

2,762,208

80,373,254

Netherlands

(5.7%):

Communication

Services

(1.0%):

Koninklijke

KPN

NV

....................................................

1,047,599

3,608,628

Financials

(1.7%):

ING

Groep

NV

........................................................

417,359

6,257,267

Industrials

(1.5%):

Wolters

Kluwer

NV

.....................................................

37,713

5,364,688

Information

Technology

(1.5%):

ASM

International

NV

...................................................

10,424

5,424,698

20,655,281

New

Zealand

(0.7%):

Health

Care

(0.7%):

Fisher

&

Paykel

Healthcare

Corp.

Ltd.

........................................

161,793

2,411,933

Norway

(1.2%):

Energy

(0.4%):

Aker

BP

ASA

.........................................................

47,769

1,388,163

Financials

(0.8%):

SpareBank

1

SMN

......................................................

213,265

2,977,337

4,365,500

Spain

(2.1%):

Financials

(2.1%):

Banco

Bilbao

Vizcaya

Argentaria

SA

.........................................

844,116

7,692,458

Sweden

(2.3%):

Industrials

(2.3%):

Atlas

Copco

AB

,

Class

B

.................................................

564,591

8,379,298

Switzerland

(13.1%):

Consumer

Staples

(3.8%):

Coca-Cola

HBC

AG

.....................................................

144,035

4,228,480

Nestle

SA

,

Registered

Shares

..............................................

81,894

9,495,966

13,724,446

Financials

(3.4%):

Partners

Group

Holding

AG

...............................................

4,155

6,009,714

UBS

Group

AG

........................................................

203,038

6,308,557

12,318,271

Health

Care

(5.9%):

Novartis

AG

,

Registered

Shares

.............................................

101,309

10,236,314

Roche

Holding

AG

......................................................

32,101

9,334,329

Sandoz

Group

AG

(b)

....................................................

54,122

1,741,842

21,312,485

47,355,202

United

Kingdom

(14.4%):

Consumer

Discretionary

(2.0%):

Greggs

PLC

...........................................................

108,288

3,588,993

Next

PLC

............................................................

34,248

3,539,701

7,128,694

Victory

Portfolios

Victory

RS

International

Fund

18

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Consumer

Staples

(2.3%):

Diageo

PLC

...........................................................

125,750

$

4,563,241

Imperial

Brands

PLC

....................................................

171,308

3,944,087

8,507,328

Energy

(3.2%):

BP

PLC

..............................................................

573,147

3,397,003

Shell

PLC

............................................................

246,866

8,079,380

11,476,383

Financials

(3.0%):

Barclays

PLC

.........................................................

960,658

1,880,672

HSBC

Holdings

PLC

....................................................

947,214

7,661,455

Legal

&

General

Group

PLC

...............................................

426,350

1,362,220

10,904,347

Industrials

(0.8%):

Ashtead

Group

PLC

.....................................................

41,008

2,849,802

Materials

(2.5%):

Croda

International

PLC

..................................................

31,706

2,039,063

Rio

Tinto

PLC

.........................................................

91,943

6,837,508

8,876,571

Utilities

(0.6%):

Centrica

PLC

..........................................................

1,308,336

2,345,007

52,088,132

Total

Common

Stocks

(Cost

$285,089,543)

355,988,861

Exchange-Traded

Funds

(0.1%)

United

States

(0.1%):

iShares

MSCI

EAFE

ETF

.................................................

4,988

375,846

Total

Exchange-Traded

Funds

(Cost

$329,657)

375,846

Total

Investments

(Cost

$285,419,200)

—

98.4%

356,364,707

Other

assets

in

excess

of

liabilities

—

1.6%

5,959,876

NET

ASSETS

-

100.00%

$

362,324,583

(a)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$3,485,186

and

amounted

to

1.0%

of

net

assets.

(b)

Non-income

producing

security.

ADR

—

American

Depositary

Receipt

ETF

—

Exchange-Traded

Fund

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

RS

Global

Fund

19

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.0%)

Australia

(1.9%):

Consumer

Discretionary

(0.8%):

Aristocrat

Leisure

Ltd.

...................................................

226,418

$

6,289,316

Financials

(0.5%):

Macquarie

Group

Ltd.

...................................................

27,083

3,389,558

Health

Care

(0.6%):

CSL

Ltd.

.............................................................

23,908

4,659,824

14,338,698

Belgium

(0.6%):

Information

Technology

(0.6%):

Melexis

NV

...........................................................

46,928

4,729,136

Canada

(4.8%):

Consumer

Staples

(1.0%):

Alimentation

Couche-Tard,

Inc.

.............................................

123,951

7,300,096

Energy

(0.7%):

Parex

Resources,

Inc.

....................................................

287,658

5,417,063

Industrials

(0.5%):

Bombardier,

Inc.

,

Class

B

(a)

...............................................

98,721

3,964,786

Information

Technology

(1.4%):

Constellation

Software,

Inc.

...............................................

4,177

10,357,440

Materials

(1.2%):

Agnico

Eagle

Mines

Ltd.

.................................................

78,713

4,316,174

Stella-Jones,

Inc.

.......................................................

85,254

4,962,479

9,278,653

36,318,038

China

(2.0%):

Communication

Services

(1.0%):

Tencent

Holdings

Ltd.

...................................................

195,500

7,381,361

Consumer

Staples

(0.5%):

Foshan

Haitian

Flavouring

&

Food

Co.

Ltd.

,

Class

A

..............................

700,990

3,752,488

Financials

(0.5%):

Industrial

&

Commercial

Bank

of

China

Ltd.

,

Class

H

.............................

8,836,000

4,306,331

15,440,180

Denmark

(2.1%):

Consumer

Discretionary

(0.8%):

Pandora

A/S

..........................................................

41,897

5,793,505

Health

Care

(1.3%):

Novo

Nordisk

A/S

,

Class

B

................................................

97,798

10,136,724

15,930,229

France

(4.9%):

Consumer

Discretionary

(0.6%):

La

Francaise

des

Jeux

SAEM

(b)

............................................

118,661

4,309,757

Consumer

Staples

(1.2%):

L'Oreal

SA

...........................................................

17,870

8,907,010

Energy

(0.7%):

Gaztransport

Et

Technigaz

SA

..............................................

42,496

5,628,519

Industrials

(1.4%):

Rexel

SA

.............................................................

220,816

6,059,752

Victory

Portfolios

Victory

RS

Global

Fund

20

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Safran

SA

............................................................

26,536

$

4,677,944

10,737,696

Materials

(1.0%):

Arkema

SA

...........................................................

63,771

7,263,682

36,846,664

Germany

(0.4%):

Utilities

(0.4%):

RWE

AG

.............................................................

60,277

2,743,012

Indonesia

(0.7%):

Communication

Services

(0.7%):

PT

Telkom

Indonesia

Persero

Tbk

...........................................

20,534,900

5,268,834

Italy

(0.5%):

Utilities

(0.5%):

Snam

SpA

............................................................

760,119

3,910,225

Japan

(6.0%):

Communication

Services

(0.8%):

Capcom

Co.

Ltd.

.......................................................

66,000

2,130,170

Kakaku.com,

Inc.

.......................................................

335,800

4,149,553

6,279,723

Consumer

Discretionary

(0.6%):

ZOZO,

Inc.

...........................................................

188,300

4,250,371

Consumer

Staples

(0.7%):

Toyo

Suisan

Kaisha

Ltd.

..................................................

97,100

5,010,713

Financials

(0.8%):

Mizuho

Financial

Group,

Inc.

..............................................

373,300

6,368,586

Health

Care

(0.5%):

Hoya

Corp.

...........................................................

28,800

3,587,239

Industrials

(1.1%):

Fuji

Electric

Co.

Ltd.

....................................................

95,700

4,102,470

Nippon

Yusen

KK

......................................................

135,400

4,182,221

8,284,691

Information

Technology

(1.2%):

Disco

Corp.

...........................................................

18,100

4,470,734

Oracle

Corp.

..........................................................

57,600

4,434,627

8,905,361

Utilities

(0.3%):

Tokyo

Gas

Co.

Ltd.

.....................................................

116,900

2,681,911

45,368,595

Netherlands

(0.8%):

Information

Technology

(0.8%):

ASM

International

NV

...................................................

11,003

5,726,012

New

Zealand

(0.5%):

Health

Care

(0.5%):

Fisher

&

Paykel

Healthcare

Corp.

Ltd.

........................................

273,225

4,073,109

Norway

(0.9%):

Energy

(0.5%):

Aker

BP

ASA

.........................................................

129,355

3,759,045

Victory

Portfolios

Victory

RS

Global

Fund

21

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Financials

(0.4%):

SpareBank

1

SMN

......................................................

197,630

$

2,759,061

6,518,106

Singapore

(0.7%):

Financials

(0.7%):

Singapore

Exchange

Ltd.

.................................................

681,800

5,073,522

South

Africa

(0.6%):

Consumer

Discretionary

(0.6%):

Mr

Price

Group

Ltd.

.....................................................

528,276

4,535,451

South

Korea

(1.0%):

Information

Technology

(1.0%):

Samsung

Electronics

Co.

Ltd.

..............................................

126,821

7,698,830

Spain

(1.1%):

Financials

(1.1%):

Banco

Bilbao

Vizcaya

Argentaria

SA

.........................................

917,615

8,362,257

Sweden

(0.8%):

Industrials

(0.8%):

Atlas

Copco

AB

,

Class

B

.................................................

394,048

5,848,208

Switzerland

(2.8%):

Financials

(1.7%):

Chubb

Ltd.

...........................................................

30,468

6,885,768

Partners

Group

Holding

AG

...............................................

4,311

6,235,349

13,121,117

Health

Care

(1.1%):

Roche

Holding

AG

......................................................

27,498

7,995,869

21,116,986

Taiwan

(2.5%):

Financials

(1.1%):

Cathay

Financial

Holding

Co.

Ltd.

...........................................

5,519,000

8,223,722

Information

Technology

(1.4%):

ASE

Technology

Holding

Co.

Ltd.

...........................................

1,320,000

5,785,592

Lite-On

Technology

Corp.

................................................

1,306,000

4,960,009

10,745,601

18,969,323

United

Kingdom

(4.0%):

Consumer

Discretionary

(1.2%):

Greggs

PLC

...........................................................

143,318

4,749,994

Next

PLC

............................................................

43,217

4,466,691

9,216,685

Consumer

Staples

(0.5%):

Imperial

Brands

PLC

....................................................

181,142

4,170,499

Financials

(1.0%):

HSBC

Holdings

PLC

....................................................

933,264

7,548,622

Materials

(1.3%):

Rio

Tinto

PLC

.........................................................

130,173

9,680,551

30,616,357

United

States

(57.4%):

Communication

Services

(4.4%):

Alphabet,

Inc.

,

Class

C

(a)

.................................................

122,259

17,229,961

Meta

Platforms,

Inc.

,

Class

A

(a)

............................................

44,940

15,906,962

33,136,923

Victory

Portfolios

Victory

RS

Global

Fund

22

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Consumer

Discretionary

(8.0%):

Amazon.com,

Inc.

(a)

....................................................

110,402

$

16,774,480

McDonald's

Corp.

......................................................

48,788

14,466,130

PulteGroup,

Inc.

........................................................

86,800

8,959,496

Ross

Stores,

Inc.

.......................................................

53,966

7,468,355

Tesla,

Inc.

(a)

..........................................................

34,789

8,644,370

Ulta

Beauty,

Inc.

(a)

.....................................................

8,526

4,177,655

60,490,486

Consumer

Staples

(3.0%):

Colgate-Palmolive

Co.

...................................................

144,023

11,480,073

PepsiCo,

Inc.

..........................................................

67,937

11,538,420

23,018,493

Energy

(2.2%):

APA

Corp.

............................................................

147,212

5,281,967

Cactus,

Inc.

,

Class

A

.....................................................

71,266

3,235,476

ConocoPhillips

Co.

.....................................................

69,822

8,104,240

16,621,683

Financials

(9.0%):

Bank

of

America

Corp.

...................................................

266,951

8,988,240

JPMorgan

Chase

&

Co.

..................................................

75,589

12,857,689

LPL

Financial

Holdings,

Inc.

...............................................

25,622

5,832,080

Mastercard,

Inc.

,

Class

A

.................................................

32,872

14,020,237

S&P

Global,

Inc.

.......................................................

26,709

11,765,849

Synchrony

Financial

.....................................................

117,454

4,485,568

The

PNC

Financial

Services

Group,

Inc.

......................................

27,339

4,233,444

Unum

Group

..........................................................

123,514

5,585,303

67,768,410

Health

Care

(7.4%):

Amgen,

Inc.

...........................................................

35,936

10,350,287

CVS

Health

Corp.

......................................................

105,053

8,294,985

Eli

Lilly

&

Co.

.........................................................

22,347

13,026,513

IDEXX

Laboratories,

Inc.

(a)

...............................................

14,950

8,297,997

Johnson

&

Johnson

.....................................................

43,636

6,839,507

UnitedHealth

Group,

Inc.

.................................................

17,150

9,028,960

55,838,249

Industrials

(4.9%):

AGCO

Corp.

..........................................................

41,184

5,000,149

Caterpillar,

Inc.

........................................................

21,812

6,449,154

Delta

Air

Lines,

Inc.

.....................................................

150,673

6,061,575

Eaton

Corp.

PLC

.......................................................

39,622

9,541,770

Lennox

International,

Inc.

.................................................

22,628

10,126,483

37,179,131

Information

Technology

(15.7%):

Apple,

Inc.

...........................................................

198,805

38,275,927

Cisco

Systems,

Inc.

.....................................................

144,116

7,280,740

Fortinet,

Inc.

(a)

........................................................

130,159

7,618,206

Microsoft

Corp.

........................................................

101,896

38,316,972

NVIDIA

Corp.

.........................................................

38,999

19,313,085

Texas

Instruments,

Inc.

...................................................

45,142

7,694,905

118,499,835

Materials

(0.6%):

Alcoa

Corp.

...........................................................

136,416

4,638,144

Real

Estate

(0.9%):

Prologis,

Inc.

..........................................................

51,904

6,918,803

Utilities

(1.3%):

Constellation

Energy

Corp.

................................................

48,553

5,675,360

Victory

Portfolios

Victory

RS

Global

Fund

23

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

MGE

Energy,

Inc.

......................................................

59,940

$

4,334,262

10,009,622

434,119,779

Total

Common

Stocks

(Cost

$576,971,995)

733,551,551

Warrants

(0.0%)

Canada

(0.0%):

Information

Technology

(0.0%):

Constellation

Software,

Inc.

(a)

(c)

...........................................

3,376

—

Total

Warrants

(Cost

$–)

—

Exchange-Traded

Funds

(1.0%)

United

States

(1.0%):

iShares

MSCI

ACWI

ETF

.................................................

71,082

7,234,015

Total

Exchange-Traded

Funds

(Cost

$6,229,784)

7,234,015

Total

Investments

(Cost

$583,201,779)

—

98.0%

740,785,566

Other

assets

in

excess

of

liabilities

—

2.0%

15,347,266

NET

ASSETS

-

100.00%

$

756,132,832

(a)

Non-income

producing

security.

(b)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$4,309,757

and

amounted

to

0.6%

of

net

assets.

(c)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

0.0%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

ETF

—

Exchange-Traded

Fund

PLC

—

Public

Limited

Company

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

24

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(99.4%)

Brazil

(8.7%):

Communication

Services

(0.8%):

TIM

SA

..............................................................

795,900

$

2,932,053

Consumer

Discretionary

(0.7%):

Vibra

Energia

SA

.......................................................

542,181

2,540,481

Consumer

Staples

(0.4%):

Sao

Martinho

SA

.......................................................

249,700

1,507,826

Energy

(1.6%):

Petroleo

Brasileiro

SA

,

ADR

...............................................

393,869

6,290,088

Financials

(1.4%):

Itau

Unibanco

Holding

SA

,

ADR

............................................

753,172

5,234,545

Industrials

(0.9%):

Santos

Brasil

Participacoes

SA

.............................................

954,900

1,842,039

SIMPAR

SA

..........................................................

756,164

1,499,538

3,341,577

Information

Technology

(0.6%):

TOTVS

SA

...........................................................

350,900

2,434,464

Materials

(1.3%):

Vale

SA

..............................................................

311,400

4,933,892

Real

Estate

(0.6%):

Multiplan

Empreendimentos

Imobiliarios

SA

...................................

374,000

2,181,942

Utilities

(0.4%):

CPFL

Energia

SA

.......................................................

216,300

1,715,887

33,112,755

Chile

(0.4%):

Financials

(0.0%):(a)

Banco

de

Credito

e

Inversiones

SA

..........................................

1

27

Utilities

(0.4%):

Enel

Chile

SA

.........................................................

21,131,332

1,369,431

1,369,458

China

(22.9%):

Communication

Services

(5.9%):

NetEase,

Inc.

..........................................................

260,100

4,692,799

Tencent

Holdings

Ltd.

...................................................

469,315

17,719,609

22,412,408

Consumer

Discretionary

(8.0%):

Alibaba

Group

Holding

Ltd.

...............................................

1,360,172

13,102,418

BYD

Co.

Ltd.

.........................................................

151,500

4,179,233

Fuyao

Glass

Industry

Group

Co.

Ltd.

,

Class

A

..................................

366,600

1,932,397

H

World

Group

Ltd.

,

ADR

................................................

98,126

3,281,334

MINISO

Group

Holding

Ltd.

,

ADR

..........................................

113,080

2,306,832

New

Oriental

Education

&

Technology

Group,

Inc.

,

ADR

(b)

........................

52,270

3,830,346

Yadea

Group

Holdings

Ltd.

(c)

..............................................

896,000

1,578,250

30,210,810

Consumer

Staples

(0.5%):

Tsingtao

Brewery

Co.

Ltd.

,

Class

H

..........................................

284,000

1,908,359

Energy

(0.6%):

PetroChina

Co.

Ltd.

,

Class

H

..............................................

3,558,000

2,351,182

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

25

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Financials

(2.2%):

Industrial

&

Commercial

Bank

of

China

Ltd.

,

Class

H

.............................

12,225,000

$

5,958,001

PICC

Property

&

Casualty

Co.

Ltd.

,

Class

H

...................................

2,084,000

2,480,091

8,438,092

Health

Care

(1.1%):

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.

,

Class

A

.......................

50,900

2,087,293

WuXi

AppTec

Co.

Ltd.

,

Class

A

............................................

212,500

2,180,894

4,268,187

Industrials

(2.2%):

China

Railway

Group

Ltd.

,

Class

H

..........................................

5,346,000

2,383,822

Contemporary

Amperex

Technology

Co.

Ltd.

,

Class

A

............................

75,800

1,745,082

Weichai

Power

Co.

Ltd.

,

Class

H

............................................

1,168,000

1,951,390

ZTO

Express

Cayman,

Inc.

,

ADR

...........................................

98,903

2,104,656

8,184,950

Information

Technology

(0.9%):

Chinasoft

International

Ltd.

...............................................

1,762,000

1,352,536

Luxshare

Precision

Industry

Co.

Ltd.

,

Class

A

...................................

460,500

2,236,319

3,588,855

Materials

(1.5%):

Shandong

Nanshan

Aluminum

Co.

Ltd.

,

Class

A

.................................

4,590,800

1,902,441

Western

Mining

Co.

Ltd.

,

Class

A

...........................................

1,858,900

3,737,428

5,639,869

87,002,712

Greece

(2.3%):

Energy

(0.5%):

Motor

Oil

Hellas

Corinth

Refineries

SA

.......................................

72,504

1,903,436

Financials

(1.1%):

National

Bank

of

Greece

SA

(b)

.............................................

614,524

4,268,981

Industrials

(0.7%):

Mytilineos

SA

.........................................................

58,627

2,375,019

8,547,436

Hong

Kong

(0.7%):

Consumer

Discretionary

(0.3%):

Man

Wah

Holdings

Ltd.

..................................................

1,702,800

1,167,902

Real

Estate

(0.4%):

China

Resources

Land

Ltd.

................................................

426,000

1,528,556

2,696,458

Hungary

(0.8%):

Financials

(0.8%):

OTP

Bank

Nyrt

........................................................

68,519

3,127,547

India

(13.7%):

Consumer

Discretionary

(1.8%):

Mahindra

&

Mahindra

Ltd.

................................................

185,741

3,857,813

Tata

Motors

Ltd.

.......................................................

324,795

3,043,063

6,900,876

Financials

(4.8%):

ICICI

Bank

Ltd.

,

ADR

...................................................

464,556

11,075,015

LIC

Housing

Finance

Ltd.

.................................................

451,430

2,905,829

Manappuram

Finance

Ltd.

................................................

2,116,058

4,369,821

18,350,665

Health

Care

(0.7%):

Dr.

Reddy's

Laboratories

Ltd.

..............................................

34,636

2,414,206

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

26

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Industrials

(2.3%):

Ashok

Leyland

Ltd.

.....................................................

1,363,082

$

2,971,938

Larsen

&

Toubro

Ltd.

....................................................

130,998

5,547,824

8,519,762

Information

Technology

(1.0%):

Cyient

Ltd.

...........................................................

49,559

1,364,935

HCL

Technologies

Ltd.

...................................................

144,488

2,542,964

3,907,899

Materials

(2.3%):

JK

Paper

Ltd.

..........................................................

383,314

1,872,763

Tata

Steel

Ltd.

.........................................................

2,198,902

3,685,889

UltraTech

Cement

Ltd.

...................................................

26,168

3,301,326

8,859,978

Utilities

(0.8%):

Power

Grid

Corp.

of

India

Ltd.

.............................................

1,035,395

2,949,342

51,902,728

Indonesia

(1.5%):

Financials

(1.5%):

PT

Bank

Mandiri

Persero

Tbk

..............................................

14,750,900

5,795,461

Ireland

(2.3%):

Consumer

Discretionary

(2.3%):

PDD

Holdings,

Inc.

,

ADR

(b)

...............................................

60,531

8,856,291

Luxembourg

(1.1%):

Materials

(1.1%):

Ternium

SA

,

ADR

......................................................

99,086

4,208,182

Mexico

(3.9%):

Consumer

Staples

(1.6%):

Fomento

Economico

Mexicano

SAB

de

CV

,

ADR

...............................

24,308

3,168,548

Gruma

SAB

de

CV

,

Class

B

...............................................

86,122

1,578,278

Kimberly-Clark

de

Mexico

SAB

de

CV

,

Class

A

.................................

667,216

1,500,037

6,246,863

Financials

(1.8%):

Grupo

Financiero

Banorte

SAB

de

CV

,

Class

O

.................................

669,782

6,736,481

Real

Estate

(0.5%):

Corp

Inmobiliaria

Vesta

SAB

de

CV

.........................................

489,858

1,945,525

14,928,869

Panama

(0.6%):

Industrials

(0.6%):

Copa

Holdings

SA

,

Class

A

................................................

20,156

2,142,784

Qatar

(0.7%):

Industrials

(0.7%):

Industries

Qatar

QSC

....................................................

716,759

2,536,084

Russian

Federation

(0.0%):(a)

Energy

(0.0%):(a)

Gazprom

PJSC

(b)

(d)

(e)

..................................................

1,511,910

40,659

Rosneft

Oil

Co.

PJSC

,

GDR

(b)

(d)

(e)

.........................................

677,591

31,752

72,411

Financials

(0.0%):

Sberbank

of

Russia

PJSC

,

ADR

(b)

(d)

(e)

......................................

446,943

—

72,411

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

27

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Saudi

Arabia

(2.8%):

Communication

Services

(0.8%):

Saudi

Telecom

Co.

......................................................

290,643

$

3,137,422

Financials

(0.6%):

Alinma

Bank

..........................................................

226,735

2,341,447

Information

Technology

(0.7%):

Arabian

Internet

&

Communications

Services

Co.

................................

26,221

2,419,431

Materials

(0.7%):

SABIC

Agri-Nutrients

Co.

................................................

71,489

2,633,270

10,531,570

South

Africa

(0.7%):

Consumer

Discretionary

(0.0%):(a)

The

Foschini

Group

Ltd.

..................................................

30,380

185,686

Financials

(0.7%):

Nedbank

Group

Ltd.

.....................................................

224,594

2,652,328

2,838,014

South

Korea

(15.7%):

Communication

Services

(0.4%):

JYP

Entertainment

Corp.

.................................................

19,214

1,504,979

Consumer

Discretionary

(1.9%):

Hyundai

Mobis

Co.

Ltd.

..................................................

16,826

3,083,221

Kia

Corp.

............................................................

53,980

4,175,101

7,258,322

Financials

(2.5%):

DB

Insurance

Co.

Ltd.

...................................................

53,366

3,456,688

KakaoBank

Corp.

.......................................................

133,977

2,950,594

Samsung

Securities

Co.

Ltd.

...............................................

98,043

2,921,178

9,328,460

Health

Care

(1.0%):

Classys,

Inc.

..........................................................

37,083

1,082,109

Samsung

Biologics

Co.

Ltd.

(b)

(c)

...........................................

4,913

2,890,668

3,972,777

Industrials

(2.1%):

Doosan

Bobcat,

Inc.

.....................................................

40,763

1,588,101

HD

Hyundai

Electric

Co.

Ltd.

..............................................

31,072

1,975,092

Hyundai

Rotem

Co.

Ltd.

(b)

................................................

88,473

1,821,226

Samsung

Engineering

Co.

Ltd.

(b)

...........................................

108,717

2,435,778

7,820,197

Information

Technology

(6.9%):

HAESUNG

DS

Co.

Ltd.

..................................................

32,000

1,366,475

Innox

Advanced

Materials

Co.

Ltd.

..........................................

97,214

2,402,434

Samsung

Electronics

Co.

Ltd.

..............................................

370,706

22,504,178

26,273,087

Materials

(0.9%):

LG

Chem

Ltd.

.........................................................

8,686

3,341,358

59,499,180

Taiwan

(15.0%):

Consumer

Discretionary

(1.0%):

Makalot

Industrial

Co.

Ltd.

................................................

173,000

1,995,601

Poya

International

Co.

Ltd.

................................................

108,090

1,942,536

3,938,137

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

28

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Health

Care

(0.1%):

Universal

Vision

Biotechnology

Co.

Ltd.

......................................

53,364

$

481,310

Industrials

(0.9%):

Fortune

Electric

Co.

Ltd.

.................................................

312,000

3,316,555

Information

Technology

(13.0%):

Elite

Material

Co.

Ltd.

...................................................

134,000

1,664,309

Gold

Circuit

Electronics

Ltd.

...............................................

479,100

3,394,993

King

Yuan

Electronics

Co.

Ltd.

.............................................

768,000

2,120,179

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

.................................

1,661,998

31,868,792

Unimicron

Technology

Corp.

..............................................

657,000

3,754,440

United

Microelectronics

Corp.

.............................................

2,212,000

3,769,542

Wiwynn

Corp.

.........................................................

44,000

2,605,730

49,177,985

56,913,987

Thailand

(1.6%):

Energy

(0.9%):

PTT

Exploration

&

Production

PCL-NVDR

....................................

807,900

3,519,979

Health

Care

(0.7%):

Bangkok

Dusit

Medical

Services

PCL-NVDR

..................................

3,311,500

2,689,884

6,209,863

Turkey

(1.0%):

Financials

(0.6%):

Yapi

ve

Kredi

Bankasi

AS

.................................................

3,752,469

2,484,509

Industrials

(0.4%):

Pegasus

Hava

Tasimaciligi

AS

(b)

...........................................

62,629

1,380,924

3,865,433

United

Arab

Emirates

(1.9%):

Financials

(0.8%):

Emirates

NBD

Bank

PJSC

................................................

670,780

3,158,903

Real

Estate

(1.1%):

Emaar

Properties

PJSC

...................................................

1,849,819

3,989,335

7,148,238

United

Kingdom

(0.3%):

Health

Care

(0.3%):

Hikma

Pharmaceuticals

PLC

...............................................

51,107

1,164,356

United

States

(0.8%):

Consumer

Discretionary

(0.8%):

Samsonite

International

SA

(b)

(c)

............................................

885,600

2,921,904

Total

Common

Stocks

(Cost

$341,200,909)

377,391,721

Total

Investments

(Cost

$341,200,909)

—

99.4%

377,391,721

Other

assets

in

excess

of

liabilities

—

0.6%

2,191,635

NET

ASSETS

-

100.00%

$

379,583,356

(a)

Amount

represents

less

than

0.05%

of

net

assets.

(b)

Non-income

producing

security.

(c)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$7,390,822

and

amounted

to

1.9%

of

net

assets.

(d)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

less

than

0.05%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

Victory

Portfolios

Victory

Sophus

Emerging

Markets

Fund

29

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Name

Acquisition

Date

Cost

Gazprom

PJSC

.............................................

7/28/2021

$

5,922,464

Rosneft

Oil

Co.

PJSC

,

GDR

....................................

3/6/2020

4,383,338

Sberbank

of

Russia

PJSC

,

ADR

..................................

11/11/2020

6,053,328

(e)

The

following

table

details

the

earliest

acquisition

date

and

cost

of

the

Fund's

restricted

securities

due

to

trading

restrictions

at

December

31,

2023.

ADR

—

American

Depositary

Receipt

GDR

—

Global

Depositary

Receipt

NVDR

—

Non-Voting

Depository

Receipt

PCL

—

Public

Company

Limited

PLC

—

Public

Limited

Company

Statements

of

Assets

and

Liabilities

December

31,

2023

30

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

International

Fund

Victory

RS

Global

Fund

Victory

Sophus

Emerging

Markets

Fund

Assets:

Investments,

at

value

(Cost

$285,419,200,

$583,201,779

and

$341,200,909)

$

356,364,707‌

$

740,785,566‌

$

377,391,721‌

Foreign

currency,

at

value

(Cost

$312,242,

$175,553

and

$78,440)

317,725‌

175,718‌

78,608‌

Cash

6,341,238‌

15,036,598‌

5,169,538‌

Receivables:

Interest

and

dividends

129,104‌

275,365‌

1,439,759‌

Capital

shares

issued

64,627‌

2,921,151‌

364,250‌

Investments

sold

2,517,063‌

—‌

1,330,949‌

From

Adviser

73,988‌

279,944‌

225,700‌

Reclaims

1,481,086‌

381,789‌

2,496‌

Prepaid

expenses

19,975‌

57,571‌

18,775‌

Total

Assets

367,309,513‌

759,913,702‌

386,021,796‌

Liabilities:

Payables:

Investments

purchased

2,194,861‌

2,315,226‌

1,246,964‌

Capital

shares

redeemed

2,453,908‌

887,135‌

1,608,012‌

Accrued

foreign

capital

gains

taxes

—‌

—‌

3,058,563‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

241,703‌

370,336‌

316,700‌

Administration

fees

16,163‌

33,626‌

16,804‌

Custodian

fees

8,092‌

14,857‌

56,707‌

Transfer

agent

fees

3,596‌

7,436‌

4,262‌

Sub-Transfer

agent

fees

19,108‌

88,255‌

55,613‌

Compliance

fees

270‌

544‌

286‌

Trustees'

fees

149‌

180‌

150‌

12b-1

fees

1,252‌

4,587‌

1,885‌

Other

accrued

expenses

45,828‌

58,688‌

72,494‌

Total

Liabilities

4,984,930‌

3,780,870‌

6,438,440‌

Commitments

and

contingencies

(Note

5

)

Net

Assets:

Capital

310,674,208‌

626,490,520‌

422,338,966‌

Total

accumulated

earnings/(loss)

51,650,375‌

129,642,312‌

(

42,755,610‌

)

Net

Assets

$

362,324,583‌

$

756,132,832‌

$

379,583,356‌

Net

Assets

Class

A

$

22,957,964‌

$

98,625,716‌

$

36,244,178‌

Class

C

2,638,410‌

6,420,712‌

601,128‌

Class

R

1,552,090‌

5,669,840‌

8,249,228‌

Class

R6

266,101,461‌

248,014,114‌

162,242,509‌

Class

Y

69,074,658‌

397,402,450‌

172,246,313‌

Total

$

362,324,583‌

$

756,132,832‌

$

379,583,356‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

1,604,352‌

4,790,799‌

1,953,793‌

Class

C

266,736‌

324,199‌

44,718‌

Class

R

117,063‌

218,094‌

478,119‌

Class

R6

22,947,165‌

16,434,880‌

8,591,894‌

Class

Y

4,902,947‌

19,446,134‌

9,229,930‌

Total

29,838,263‌

41,214,106‌

20,298,454‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

14

.31‌

$

20

.59‌

$

18

.55‌

Class

C(a)

9

.89‌

19

.80‌

13

.44‌

Class

R

13

.26‌

26

.00‌

17

.25‌

Class

R6

11

.60‌

15

.09‌

18

.88‌

Class

Y

14

.09‌

20

.44‌

18

.66‌

Maximum

Sales

Charge

—

Class

A

5.75%

5.75%

5.75%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

15

.18‌

$

21

.85‌

$

19

.68‌

(a)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

31

See

notes

to

financial

statements.

Victory

Portfolios

Victory

RS

International

Fund

Victory

RS

Global

Fund

Victory

Sophus

Emerging

Markets

Fund

Investment

Income:

Dividends

$

11,227,436‌

$

11,245,465‌

$

11,379,172‌

Non-cash

dividends

—‌

—‌

859,393‌

Interest

161,514‌

391,271‌

141,719‌

Securities

lending

(net

of

fees)

26,110‌

23,504‌

3,924‌

Foreign

tax

withholding

(1,261,475‌)

(750,107‌)

(1,246,784‌)

Total

Income

10,153,585‌

10,910,133‌

11,137,424‌

Expenses:

Investment

advisory

fees

2,747,797‌

3,166,080‌

3,995,086‌

Administration

fees

190,093‌

292,349‌

221,049‌

Sub-Administration

fees

17,000‌

17,000‌

17,000‌

12b-1

fees

—

Class

A

53,213‌

189,021‌

94,566‌

12b-1

fees

—

Class

C

23,862‌

46,652‌

7,080‌

12b-1

fees

—

Class

R

7,446‌

26,906‌

44,424‌

Custodian

fees

51,566‌

70,388‌

334,440‌

Transfer

agent

fees

—

Class

A

18,756‌

21,947‌

11,055‌

Transfer

agent

fees

—

Class

C

233‌

314‌

316‌

Transfer

agent

fees

—

Class

R

727‌

1,562‌

1,030‌

Transfer

agent

fees

—

Class

R6

710‌

9,782‌

7,744‌

Transfer

agent

fees

—

Class

Y

903‌

4,205‌

1,133‌

Sub-Transfer

agent

fees

—

Class

A

21,192‌

123,161‌

58,942‌

Sub-Transfer

agent

fees

—

Class

C

1,889‌

6,256‌

1,156‌

Sub-Transfer

agent

fees

—

Class

R

1,964‌

5,652‌

13,350‌

Sub-Transfer

agent

fees

—

Class

Y

71,446‌

306,176‌

249,294‌

Trustees'

fees

24,091‌

32,092‌

28,226‌

Compliance

fees

3,127‌

4,603‌

3,658‌

Legal

and

audit

fees

41,695‌

61,556‌

72,632‌

State

registration

and

filing

fees

73,030‌

102,874‌

78,223‌

Line

of

credit

fees

—‌

—‌

5,341‌

Interfund

lending

840‌

—‌

10,263‌

Other

expenses

65,022‌

75,838‌

115,697‌

Total

Expenses

3,416,602‌

4,564,414‌

5,371,705‌

Expenses

waived/reimbursed

by

Adviser

(433,125‌)

(1,224,514‌)

(1,374,685‌)

Net

Expenses

2,983,477‌

3,339,900‌

3,997,020‌

Net

Investment

Income

(Loss)

7,170,108‌

7,570,233‌

7,140,404‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

(2,237,499‌)

(3,990,326‌)

(29,169,888‌)

Foreign

taxes

on

realized

gains

—‌

—‌

(991,065‌)

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

and

foreign

currency

translations

59,017,178‌

130,048,553‌

68,213,755‌

Net

change

in

accrued

foreign

taxes

on

unrealized

gains

—‌

—‌

(2,383,593‌)

Net

realized/unrealized

gains

(losses)

on

investments

56,779,679‌

126,058,227‌

35,669,209‌

Change

in

net

assets

resulting

from

operations

$

63,949,787‌

$

133,628,460‌

$

42,809,613‌

32

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

International

Fund

Victory

RS

Global

Fund

Victory

Sophus

Emerging

Markets

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

7,170,108‌

$

9,932,845‌

$

7,570,233‌

$

5,971,436‌

$

7,140,404‌

$

10,930,331‌

Net

realized

gains

(losses)

(

2,237,499‌

)

(

13,548,228‌

)

(

3,990,326‌

)

(

19,307,666‌

)

(

30,160,953‌

)

(

39,468,391‌

)

Net

change

in

unrealized

appreciation/depreciation

59,017,178‌

(

63,990,594‌

)

130,048,553‌

(

64,195,136‌

)

65,830,162‌

(

88,165,981‌

)

Change

in

net

assets

resulting

from

operations

63,949,787‌

(

67,605,977‌

)

133,628,460‌

(

77,531,366‌

)

42,809,613‌

(

116,704,041‌

)

Distributions

to

Shareholders:

Class

A

(

424,675‌

)

(

401,148‌

)

(

868,728‌

)

(

813,457‌

)

(

801,539‌

)

(

1,172,326‌

)

Class

C

(

54,891‌

)

(

51,514‌

)

(

27,902‌

)

(

7,807‌

)

(

13,547‌

)

(

21,170‌

)

Class

R

(

27,566‌

)

(

32,085‌

)

(

25,110‌

)

(

27,664‌

)

(

178,974‌

)

(

259,268‌

)

Class

R6

(

6,837,233‌

)

(

6,839,367‌

)

(

3,648,670‌

)

(

2,306,054‌

)

(

4,201,344‌

)

(

5,253,274‌

)

Class

Y

(

1,491,467‌

)

(

1,538,125‌

)

(

4,270,676‌

)

(

2,418,034‌

)

(

4,431,563‌

)

(

6,241,858‌

)

From

return

of

capital:

Class

A

—‌

—‌

—‌

(

142‌

)

—‌

—‌

Class

C

—‌

—‌

—‌

(

1‌

)

—‌

—‌

Class

R

—‌

—‌

—‌

(

5‌

)

—‌

—‌

Class

R6

—‌

—‌

—‌

(

401‌

)

—‌

—‌

Class

Y

—‌

—‌

—‌

(

421‌

)

—‌

—‌

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

8,835,832‌

)

(

8,862,239‌

)

(

8,841,086‌

)

(

5,573,986‌

)

(

9,626,967‌

)

(

12,947,896‌

)

Change

in

net

assets

resulting

from

capital

transactions

(

28,525,347‌

)

(

25,178,437‌

)

208,408,657‌

155,146,559‌

(

53,461,781‌

)

29,395,837‌

Change

in

net

assets

26,588,608‌

(

101,646,653‌

)

333,196,031‌

72,041,207‌

(

20,279,135‌

)

(

100,256,100‌

)

Net

Assets:

Beginning

of

period

335,735,975‌

437,382,628‌

422,936,801‌

350,895,594‌

399,862,491‌

500,118,591‌

End

of

period

$

362,324,583‌

$

335,735,975‌

$

756,132,832‌

$

422,936,801‌

$

379,583,356‌

$

399,862,491‌

33

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

RS

International

Fund

Victory

RS

Global

Fund

Victory

Sophus

Emerging

Markets

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

1,868,312‌

$

1,690,027‌

$

60,658,416‌

$

39,389,148‌

$

4,160,032‌

$

8,314,583‌

Distributions

reinvested

418,335‌

395,811‌

868,482‌

813,527‌

789,010‌

1,155,447‌

Cost

of

shares

redeemed

(

2,850,935‌

)

(

3,119,573‌

)

(

60,951,137‌

)

(

18,779,808‌

)

(

11,743,501‌

)

(

11,156,508‌

)

Total

Class

A

$

(

564,288‌

)

$

(

1,033,735‌

)

$

575,761‌

$

21,422,867‌

$

(

6,794,459‌

)

$

(

1,686,478‌

)

Class

C

Proceeds

from

shares

issued

$

478,937‌

$

1,117,282‌

$

1,959,752‌

$

1,963,521‌

$

12,514‌

$

23,894‌

Distributions

reinvested

54,890‌

51,514‌

27,764‌

7,808‌

13,547‌

21,170‌

Cost

of

shares

redeemed

(

210,198‌

)

(

101,535‌

)

(

487,238‌

)

(

1,247,720‌

)

(

230,016‌

)

(

637,096‌

)

Total

Class

C

$

323,629‌

$

1,067,261‌

$

1,500,278‌

$

723,609‌

$

(

203,955‌

)

$

(

592,032‌

)

Class

R

Proceeds

from

shares

issued

$

134,044‌

$

163,571‌

$

961,408‌

$

1,367,975‌

$

856,801‌

$

1,311,260‌

Distributions

reinvested

27,566‌

32,085‌

25,110‌

27,669‌

178,681‌

258,905‌

Cost

of

shares

redeemed

(

509,503‌

)

(

161,472‌

)

(

1,723,646‌

)

(

559,408‌

)

(

2,564,236‌

)

(

1,440,944‌

)

Total

Class

R

$

(

347,893‌

)

$

34,184‌

$

(

737,128‌

)

$

836,236‌

$

(

1,528,754‌

)

$

129,221‌

Class

R6

Proceeds

from

shares

issued

$

9,137,182‌

$

21,656,628‌

$

92,941,942‌

$

66,746,148‌

$

24,870,240‌

$

53,778,877‌

Distributions

reinvested

6,823,756‌

6,786,564‌

3,647,460‌

2,305,114‌

3,977,114‌

5,020,928‌

Cost

of

shares

redeemed

(

35,006,471‌

)

(

27,352,642‌

)

(

28,502,518‌

)

(

6,266,606‌

)

(

39,012,672‌

)

(

24,922,793‌

)

Total

Class

R6

$

(

19,045,533‌

)

$

1,090,550‌

$

68,086,884‌

$

62,784,656‌

$

(

10,165,318‌

)

$

33,877,012‌

Class

Y

Proceeds

from

shares

issued

$

9,473,933‌

$

15,741,255‌

$

201,356,403‌

$

154,466,134‌

$

49,807,150‌

$

84,328,718‌

Distributions

reinvested

1,489,450‌

1,536,904‌

4,248,244‌

2,416,346‌

4,426,276‌

6,227,753‌

Cost

of

shares

redeemed

(

19,854,645‌

)

(

43,614,856‌

)

(

66,621,785‌

)

(

87,503,289‌

)

(

89,002,721‌

)

(

92,888,357‌

)

Total

Class

Y

$

(

8,891,262‌

)

$

(

26,336,697‌

)

$

138,982,862‌

$

69,379,191‌

$

(

34,769,295‌

)

$

(

2,331,886‌

)

Change

in

net

assets

resulting

from

capital

transactions

$

(

28,525,347‌

)

$

(

25,178,437‌

)

$

208,408,657‌

$

155,146,559‌

$

(

53,461,781‌

)

$

29,395,837‌

Share

Transactions:

Class

A

Issued

138,554‌

137,801‌

3,221,265‌

2,308,724‌

229,577‌

437,770‌

Reinvested

29,481‌

32,172‌

42,573‌

49,185‌

43,233‌

67,255‌

Redeemed

(

213,485‌

)

(

251,549‌

)

(

3,249,248‌

)

(

1,088,064‌

)

(

647,877‌

)

(

564,435‌

)

Total

Class

A

(

45,450‌

)

(

81,576‌

)

14,590‌

1,269,845‌

(

375,067‌

)

(

59,410‌

)

Class

C

Issued

52,431‌

127,652‌

105,322‌

108,783‌

930‌

1,782‌

Reinvested

5,595‌

5,987‌

1,414‌

489‌

1,024‌

1,687‌

Redeemed

(

22,789‌

)

(

11,928‌

)

(

27,113‌

)

(

78,594‌

)

(

17,469‌

)

(

44,129‌

)

Total

Class

C

35,237‌

121,711‌

79,623‌

30,678‌

(

15,515‌

)

(

40,660‌

)

Class

R

Issued

11,028‌

14,207‌

41,386‌

60,592‌

50,699‌

74,569‌

Reinvested

2,096‌

2,809‌

975‌

1,327‌

10,529‌

16,171‌

Redeemed

(

42,396‌

)

(

13,403‌

)

(

72,352‌

)

(

27,086‌

)

(

152,067‌

)

(

80,662‌

)

Total

Class

R

(

29,272‌

)

3,613‌

(

29,991‌

)

34,833‌

(

90,839‌

)

10,078‌

Class

R6

Issued

839,133‌

2,172,195‌

6,800,368‌

5,211,428‌

1,345,382‌

2,576,780‌

Reinvested

593,370‌

677,709‌

243,977‌

189,565‌

214,169‌

287,238‌

Redeemed

(

3,242,360‌

)

(

2,624,499‌

)

(

2,104,002‌

)

(

506,633‌

)

(

2,108,172‌

)

(

1,272,024‌

)

Total

Class

R6

(

1,809,857‌

)

225,405‌

4,940,343‌

4,894,360‌

(

548,621‌

)

1,591,994‌

Class

Y

Issued

726,179‌

1,227,865‌

10,760,965‌

8,844,273‌

2,715,791‌

4,338,691‌

Reinvested

106,618‌

126,922‌

209,790‌

147,248‌

241,214‌

360,402‌

Redeemed

(

1,504,901‌

)

(

3,518,895‌

)

(

3,620,749‌

)

(

5,252,065‌

)

(

4,844,622‌

)

(

4,891,207‌

)

Total

Class

Y

(

672,104‌

)

(

2,164,108‌

)

7,350,006‌

3,739,456‌

(

1,887,617‌

)

(

192,114‌

)

Change

in

Shares

(

2,521,446‌

)

(

1,894,955‌

)

12,354,571‌

9,969,172‌

(

2,917,659‌

)

1,309,888‌

Victory

Portfolios

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

34

See

notes

to

financial

statements.

Victory

RS

International

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$12.17

$14.76

$13.49

$12.93

$10.63

Investment

Activities:

Net

investment

income

(loss)(a)

0.24

0.32

0.27

0.21

0.26

Net

realized

and

unrealized

gains

(losses)

2.17

(2.66)

1.62

0.51

2.05

Total

from

Investment

Activities

2.41

(2.34)

1.89

0.72

2.31

Distributions

to

Shareholders

from:

Net

investment

income

(0.27)

(0.22)

(0.25)

(0.13)

—(b)

Net

realized

gains

—

(0.03)

(0.37)

(0.03)

(0.01)

Total

Distributions

(0.27)

(0.25)

(0.62)

(0.16)

(0.01)

Net

Asset

Value,

End

of

Period

$14.31

$12.17

$14.76

$13.49

$12.93

Total

Return

(excludes

sales

charge)(c)

19.82%

(15.89)%

14.05%

5.55%

21.72%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.13%

1.13%

1.13%

1.13%

1.13%

Net

Investment

Income

(Loss)

1.82%

2.53%

1.80%

1.79%

2.18%

Gross

Expenses(d)

1.41%

1.41%

1.40%

1.47%

1.55%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$22,958

$20,077

$25,555

$24,010

$22,620

Portfolio

Turnover(e)

24%

29%

43%

52%

20%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

35

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

International

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.50

$10.45

$9.72

$9.36

$7.76

Investment

Activities:

Net

investment

income

(loss)(a)

0.10

0.14

0.11

0.10

0.12

Net

realized

and

unrealized

gains

(losses)

1.50

(1.86)

1.17

0.34

1.49

Total

from

Investment

Activities

1.60

(1.72)

1.28

0.44

1.61

Distributions

to

Shareholders

from:

Net

investment

income

(0.21)

(0.20)

(0.18)

(0.05)

—

Net

realized

gains

—

(0.03)

(0.37)

(0.03)

(0.01)

Total

Distributions

(0.21)

(0.23)

(0.55)

(0.08)

(0.01)

Net

Asset

Value,

End

of

Period

$9.89

$8.50

$10.45

$9.72

$9.36

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

18.88%

(16.50)%

13.24%

4.76%

20.70%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.88%

1.88%

1.88%

1.88%

1.88%

Net

Investment

Income

(Loss)

1.05%

1.61%

1.03%

1.14%

1.39%

Gross

Expenses(c)

2.51%

3.00%

3.07%

3.07%

3.14%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,638

$1,967

$1,147

$1,241

$1,480

Portfolio

Turnover(d)

24%

29%

43%

52%

20%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

36

See

notes

to

financial

statements.

Victory

RS

International

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$11.30

$13.73

$12.58

$12.07

$9.95

Investment

Activities:

Net

investment

income

(loss)(a)

0.19

0.26

0.22

0.18

0.21

Net

realized

and

unrealized

gains

(losses)

2.01

(2.47)

1.51

0.45

1.92

Total

from

Investment

Activities

2.20

(2.21)

1.73

0.63

2.13

Distributions

to

Shareholders

from:

Net

investment

income

(0.24)

(0.19)

(0.21)

(0.09)

—

Net

realized

gains

—

(0.03)

(0.37)

(0.03)

(0.01)

Total

Distributions

(0.24)

(0.22)

(0.58)

(0.12)

(0.01)

Net

Asset

Value,

End

of

Period

$13.26

$11.30

$13.73

$12.58

$12.07

Total

Return(b)

19.49%

(16.09)%

13.85%

5.21%

21.37%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.38%

1.38%

1.38%

1.38%

1.38%

Net

Investment

Income

(Loss)

1.54%

2.24%

1.58%

1.60%

1.87%

Gross

Expenses(c)

2.39%

2.30%

2.16%

2.24%

2.32%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,552

$1,653

$1,959

$1,998

$2,652

Portfolio

Turnover(d)

24%

29%

43%

52%

20%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

37

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

International

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

May

2,

2019(a)

through

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.91

$12.07

$11.14

$10.70

$10.00

Investment

Activities:

Net

investment

income

(loss)(b)

0.23

0.29

0.25

0.20

0.06

Net

realized

and

unrealized

gains

(losses)

1.77

(2.17)

1.34

0.43

0.67

Total

from

Investment

Activities

2.00

(1.88)

1.59

0.63

0.73

Distributions

to

Shareholders

from:

Net

investment

income

(0.31)

(0.25)

(0.29)

(0.16)

(0.02)

Net

realized

gains

—

(0.03)

(0.37)

(0.03)

(0.01)

Total

Distributions

(0.31)

(0.28)

(0.66)

(0.19)

(0.03)

Net

Asset

Value,

End

of

Period

$11.60

$9.91

$12.07

$11.14

$10.70

Total

Return(c)(d)

20.17%

(15.57)%

14.32%

5.90%

7.24%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

0.83%

0.83%

0.83%

0.83%

0.83%

Net

Investment

Income

(Loss)(e)

2.13%

2.80%

2.06%

2.03%

0.92%

Gross

Expenses(e)(f)

0.92%

0.92%

0.91%

0.93%

0.97%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$266,101

$245,239

$296,211

$251,586

$178,695

Portfolio

Turnover(c)(g)

24%

29%

43%

52%

20%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

38

See

notes

to

financial

statements.

Victory

RS

International

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$11.98

$14.54

$13.29

$12.74

$10.47

Investment

Activities:

Net

investment

income

(loss)(a)

0.27

0.35

0.30

0.25

0.22

Net

realized

and

unrealized

gains

(losses)

2.14

(2.63)

1.60

0.49

2.08

Total

from

Investment

Activities

2.41

(2.28)

1.90

0.74

2.30

Distributions

to

Shareholders

from:

Net

investment

income

(0.30)

(0.25)

(0.28)

(0.16)

(0.02)

Net

realized

gains

—

(0.03)

(0.37)

(0.03)

(0.01)

Total

Distributions

(0.30)

(0.28)

(0.65)

(0.19)

(0.03)

Net

Asset

Value,

End

of

Period

$14.09

$11.98

$14.54

$13.29

$12.74

Total

Return(b)

20.15%

(15.71)%

14.38%

5.80%

21.94%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.88%

0.88%

0.88%

0.88%

0.88%

Net

Investment

Income

(Loss)

2.08%

2.85%

2.02%

2.11%

1.80%

Gross

Expenses(c)

1.05%

1.05%

1.02%

1.09%

1.16%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$69,075

$66,799

$112,511

$102,803

$75,366

Portfolio

Turnover(d)

24%

29%

43%

52%

20%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

39

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Global

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$16.41

$20.47

$17.27

$14.86

$11.53

Investment

Activities:

Net

investment

income

(loss)(a)

0.24

0.24

0.20

0.18

0.21

Net

realized

and

unrealized

gains

(losses)

4.13

(4.13)

3.65

2.35

3.29

Total

from

Investment

Activities

4.37

(3.89)

3.85

2.53

3.50

Distributions

to

Shareholders

from:

Net

investment

income

(0.19)

(0.17)

(0.18)

(0.11)

(0.16)

Net

realized

gains

—

—

(0.47)

(0.01)

(0.01)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

(0.19)

(0.17)

(0.65)

(0.12)

(0.17)

Net

Asset

Value,

End

of

Period

$20.59

$16.41

$20.47

$17.27

$14.86

Total

Return

(excludes

sales

charge)(c)

26.62%

(18.99)%

22.39%

17.00%

30.36%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.85%

0.85%

0.85%

0.85%

0.85%

Net

Investment

Income

(Loss)

1.31%

1.39%

1.05%

1.22%

1.51%

Gross

Expenses(d)

1.17%

1.17%

1.34%

1.40%

1.53%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$98,626

$78,373

$71,792

$51,066

$26,471

Portfolio

Turnover(e)

32%

29%

38%

71%

46%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

40

See

notes

to

financial

statements.

Victory

RS

Global

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$15.83

$19.73

$16.68

$14.38

$11.17

Investment

Activities:

Net

investment

income

(loss)(a)

0.08

0.11

0.06

0.07

0.14

Net

realized

and

unrealized

gains

(losses)

3.98

(3.98)

3.52

2.24

3.16

Total

from

Investment

Activities

4.06

(3.87)

3.58

2.31

3.30

Distributions

to

Shareholders

from:

Net

investment

income

(0.09)

(0.03)

(0.06)

—(b)

(0.08)

Net

realized

gains

—

—

(0.47)

(0.01)

(0.01)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

(0.09)

(0.03)

(0.53)

(0.01)

(0.09)

Net

Asset

Value,

End

of

Period

$19.80

$15.83

$19.73

$16.68

$14.38

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

25.70%

(19.61)%

21.52%

16.06%

29.52%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.60%

1.60%

1.60%

1.60%

1.60%

Net

Investment

Income

(Loss)

0.47%

0.68%

0.35%

0.48%

1.07%

Gross

Expenses(d)

2.09%

2.09%

2.33%

2.53%

2.59%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$6,421

$3,872

$4,221

$3,491

$3,101

Portfolio

Turnover(e)

32%

29%

38%

71%

46%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

41

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Global

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$20.68

$25.73

$21.57

$18.55

$14.37

Investment

Activities:

Net

investment

income

(loss)(a)

0.24

0.25

0.21

0.18

0.25

Net

realized

and

unrealized

gains

(losses)

5.20

(5.19)

4.55

2.92

4.07

Total

from

Investment

Activities

5.44

(4.94)

4.76

3.10

4.32

Distributions

to

Shareholders

from:

Net

investment

income

(0.12)

(0.11)

(0.13)

(0.07)

(0.13)

Net

realized

gains

—

—

(0.47)

(0.01)

(0.01)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

(0.12)

(0.11)

(0.60)

(0.08)

(0.14)

Net

Asset

Value,

End

of

Period

$26.00

$20.68

$25.73

$21.57

$18.55

Total

Return(c)

26.29%

(19.19)%

22.12%

16.70%

30.10%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.10%

1.10%

1.10%

1.10%

1.10%

Net

Investment

Income

(Loss)

1.03%

1.16%

0.85%

0.98%

1.53%

Gross

Expenses(d)

1.56%

1.57%

1.70%

1.93%

2.34%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$5,670

$5,130

$5,488

$4,454

$2,365

Portfolio

Turnover(e)

32%

29%

38%

71%

46%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

42

See

notes

to

financial

statements.

Victory

RS

Global

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

May

2,

2019(a)

through

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$12.06

$15.11

$12.87

$11.07

$10.00

Investment

Activities:

Net

investment

income

(loss)(b)

0.21

0.22

0.20

0.08

0.13

Net

realized

and

unrealized

gains

(losses)

3.05

(3.06)

2.73

1.83

1.12

Total

from

Investment

Activities

3.26

(2.84)

2.93

1.91

1.25

Distributions

to

Shareholders

from:

Net

investment

income

(0.23)

(0.21)

(0.22)

(0.10)

(0.17)

Net

realized

gains

—

—

(0.47)

(0.01)

(0.01)

Return

of

capital

—

—(c)

—

—

—

Total

Distributions

(0.23)

(0.21)

(0.69)

(0.11)

(0.18)

Net

Asset

Value,

End

of

Period

$15.09

$12.06

$15.11

$12.87

$11.07

Total

Return(d)(e)

27.02%

(18.81)%

22.84%

17.27%

12.47%

Ratios

to

Average

Net

Assets:

Net

Expenses(f)(g)

0.55%

0.55%

0.55%

0.55%

0.55%

Net

Investment

Income

(Loss)(f)

1.52%

1.70%

1.35%

0.64%

1.85%

Gross

Expenses(f)(g)

0.72%

0.73%

0.85%

1.16%

28.85%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$248,014

$138,665

$99,708

$46,776

$124

Portfolio

Turnover(d)(h)

32%

29%

38%

71%

46%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Amount

is

less

than

$0.005

per

share.

(d)

Not

annualized

for

periods

less

than

one

year.

(e)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(f)

Annualized

for

periods

less

than

one

year.

(g)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(h)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

43

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

RS

Global

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$16.28

$20.31

$17.12

$14.72

$11.42

Investment

Activities:

Net

investment

income

(loss)(a)

0.27

0.29

0.26

0.20

0.26

Net

realized

and

unrealized

gains

(losses)

4.11

(4.11)

3.62

2.34

3.24

Total

from

Investment

Activities

4.38

(3.82)

3.88

2.54

3.50

Distributions

to

Shareholders

from:

Net

investment

income

(0.22)

(0.21)

(0.22)

(0.13)

(0.19)

Net

realized

gains

—

—

(0.47)

(0.01)

(0.01)

Return

of

capital

—

—(b)

—

—

—

Total

Distributions

(0.22)

(0.21)

(0.69)

(0.14)

(0.20)

Net

Asset

Value,

End

of

Period

$20.44

$16.28

$20.31

$17.12

$14.72

Total

Return(c)

26.93%

(18.82)%

22.78%

17.27%

30.69%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.60%

0.60%

0.60%

0.60%

0.60%

Net

Investment

Income

(Loss)

1.43%

1.67%

1.34%

1.38%

1.95%

Gross

Expenses(d)

0.84%

0.84%

0.96%

1.10%

1.17%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$397,402

$196,898

$169,687

$114,925

$52,541

Portfolio

Turnover(e)

32%

29%

38%

71%

46%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

44

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.10

$22.69

$24.70

$21.37

$17.45

Investment

Activities:

Net

investment

income

(loss)(a)

0.26

0.40

0.18

0.10

0.37

Net

realized

and

unrealized

gains

(losses)

1.61

(5.48)

(1.26)

3.45

3.65

Total

from

Investment

Activities

1.87

(5.08)

(1.08)

3.55

4.02

Distributions

to

Shareholders

from:

Net

investment

income

(0.42)

(0.51)

(0.26)

(0.22)

(0.10)

Net

realized

gains

—

—

(0.66)

—

—

Return

of

capital

—

—

(0.01)

—

—

Total

Distributions

(0.42)

(0.51)

(0.93)

(0.22)

(0.10)

Net

Asset

Value,

End

of

Period

$18.55

$17.10

$22.69

$24.70

$21.37

Total

Return

(excludes

sales

charge)(b)

10.97%

(22.41)%

(4.35)%

16.73%

22.96%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.34%

1.34%

1.34%

1.34%

1.34%

Net

Investment

Income

(Loss)

1.45%

2.08%

0.69%

0.47%

1.95%

Gross

Expenses(c)

1.67%

1.63%

1.60%

1.64%

1.62%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$36,244

$39,819

$54,194

$60,206

$62,346

Portfolio

Turnover(d)

72%

58%

85%

109%

96%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

45

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$12.49

$16.69

$18.38

$15.94

$13.06

Investment

Activities:

Net

investment

income

(loss)(a)

0.09

0.17

(0.03)

(0.07)

0.14

Net

realized

and

unrealized

gains

(losses)

1.16

(4.01)

(0.92)

2.58

2.74

Total

from

Investment

Activities

1.25

(3.84)

(0.95)

2.51

2.88

Distributions

to

Shareholders

from:

Net

investment

income

(0.30)

(0.36)

(0.08)

(0.07)

—

Net

realized

gains

—

—

(0.66)

—

—

Return

of

capital

—

—

—(b)

—

—

Total

Distributions

(0.30)

(0.36)

(0.74)

(0.07)

—

Net

Asset

Value,

End

of

Period

$13.44

$12.49

$16.69

$18.38

$15.94

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

10.07%

(23.01)%

(5.16)%

15.79%

22.05%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

2.14%

2.14%

2.14%

2.14%

2.14%

Net

Investment

Income

(Loss)

0.65%

1.18%

(0.17)%

(0.45)%

0.99%

Gross

Expenses(d)

4.08%

3.39%

2.77%

2.69%

2.48%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$601

$752

$1,684

$3,261

$5,787

Portfolio

Turnover(e)

72%

58%

85%

109%

96%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

46

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$15.93

$21.19

$23.13

$20.03

$16.37

Investment

Activities:

Net

investment

income

(loss)(a)

0.20

0.33

0.11

0.05

0.31

Net

realized

and

unrealized

gains

(losses)

1.50

(5.12)

(1.18)

3.23

3.41

Total

from

Investment

Activities

1.70

(4.79)

(1.07)

3.28

3.72

Distributions

to

Shareholders

from:

Net

investment

income

(0.38)

(0.47)

(0.20)

(0.18)

(0.06)

Net

realized

gains

—

—

(0.66)

—

—

Return

of

capital

—

—

(0.01)

—

—

Total

Distributions

(0.38)

(0.47)

(0.87)

(0.18)

(0.06)

Net

Asset

Value,

End

of

Period

$17.25

$15.93

$21.19

$23.13

$20.03

Total

Return(b)

10.70%

(22.62)%

(4.57)%

16.46%

22.64%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.58%

1.58%

1.58%

1.58%

1.58%

Net

Investment

Income

(Loss)

1.21%

1.85%

0.44%

0.25%

1.71%

Gross

Expenses(c)

1.99%

1.94%

1.91%

1.95%

1.94%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$8,249

$9,064

$11,840

$13,531

$13,817

Portfolio

Turnover(d)

72%

58%

85%

109%

96%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

47

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

Fund

Class

R6

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.40

$23.08

$25.10

$21.68

$17.68

Investment

Activities:

Net

investment

income

(loss)(a)

0.35

0.50

0.31

0.20

0.52

Net

realized

and

unrealized

gains

(losses)

1.63

(5.59)

(1.30)

3.52

3.65

Total

from

Investment

Activities

1.98

(5.09)

(0.99)

3.72

4.17

Distributions

to

Shareholders

from:

Net

investment

income

(0.50)

(0.59)

(0.35)

(0.30)

(0.17)

Net

realized

gains

—

—

(0.66)

—

—

Return

of

capital

—

—

(0.02)

—

—

Total

Distributions

(0.50)

(0.59)

(1.03)

(0.30)

(0.17)

Net

Asset

Value,

End

of

Period

$18.88

$17.40

$23.08

$25.10

$21.68

Total

Return(b)

11.44%

(22.06)%

(3.93)%

17.28%

23.55%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.89%

0.89%

0.89%

0.89%

0.89%

Net

Investment

Income

(Loss)

1.88%

2.58%

1.17%

0.95%

2.69%

Gross

Expenses(c)

1.21%

1.19%

1.17%

1.21%

1.22%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$162,243

$159,001

$174,198

$115,637

$72,196

Portfolio

Turnover(d)

72%

58%

85%

109%

96%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

48

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$17.20

$22.83

$24.85

$21.48

$17.54

Investment

Activities:

Net

investment

income

(loss)(a)

0.33

0.48

0.27

0.16

0.45

Net

realized

and

unrealized

gains

(losses)

1.62

(5.53)

(1.27)

3.50

3.65

Total

from

Investment

Activities

1.95

(5.05)

(1.00)

3.66

4.10

Distributions

to

Shareholders

from:

Net

investment

income

(0.49)

(0.58)

(0.34)

(0.29)

(0.16)

Net

realized

gains

—

—

(0.66)

—

—

Return

of

capital

—

—

(0.02)

—

—

Total

Distributions

(0.49)

(0.58)

(1.02)

(0.29)

(0.16)

Net

Asset

Value,

End

of

Period

$18.66

$17.20

$22.83

$24.85

$21.48

Total

Return(b)

11.37%

(22.15)%

(4.01)%

17.10%

23.40%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.99%

0.99%

0.99%

0.99%

0.99%

Net

Investment

Income

(Loss)

1.81%

2.48%

1.05%

0.79%

2.32%

Gross

Expenses(c)

1.35%

1.32%

1.29%

1.31%

1.30%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$172,246

$191,226

$258,201

$280,364

$255,423

Portfolio

Turnover(d)

72%

58%

85%

109%

96%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Notes

to

Financial

Statements

December

31,

2023

Victory

Portfolios

49

1.

Organization:

Victory

Portfolios

(the

“Trust”)

is

organized

as

a

Delaware

statutory

trust and

the Trust

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

investment

company.

The

Trust

is

comprised

of 37

funds

and

is

authorized

to

issue

an

unlimited

number

of

shares,

which

are

units

of

beneficial

interest

with a

par

value

of

$0.001

per

share.

The

accompanying

financial

statements

are

those

of

the

following three

Funds

(collectively,

the

“Funds”

and

individually,

a

“Fund”).

Each

Fund is

classified

as

diversified

under

the

1940

Act.

Each

class

of

shares

of

a

Fund

has

substantially

identical

rights

and

privileges

except

with

respect

to

sales

charges,

fees

paid

under

distribution

plans,

expenses

allocable

exclusively

to

each

class

of

shares,

voting

rights

on

matters

solely

affecting

a

single

class

of

shares,

and

the

exchange

privilege

of

each

class

of

shares. Victory

Capital

Management

Inc.

(“VCM”

or

the

“Adviser”)

is

an

indirect

wholly

owned

subsidiary

of

Victory

Capital

Holdings,

Inc.,

a

publicly

traded

Delaware

corporation,

and

a

wholly

owned

direct

subsidiary

of

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Funds.

In

addition,

in

the

normal

course

of

business,

the

Funds

enter

into

contracts

with

their

vendors

and

others

that

provide

for

general

indemnifications.

The Funds’

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Funds.

However,

based

on

experience,

the

Funds

expect

that

risk

of

loss

to

be

remote.

2.

Significant

Accounting

Policies:

The

following

is

a

summary

of

significant

accounting

policies

followed

by

the Funds

in

the

preparation

of their

financial

statements.

 The

policies

are

in

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

of

financial

statements

in

accordance

with

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

and

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Funds

follow

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

to

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Funds

record

investments

at

fair

value.

Fair

value

is

defined

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

of

observable

inputs

and

minimize

the

use

of

unobservable

inputs

in

determining

fair

value.

The

inputs

used

for

valuing

the

Funds’

investments

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

quoted

prices

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

in

determining

the

fair

value

of

investments)

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

The

inputs

or

methodologies

used

for

valuation

techniques

are

not

necessarily

an

indication

of

the

risks

associated

with

entering

into

those

investments.

The

Adviser,

appointed

as the

valuation

designee

by the

Trust’s

Board

of

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to Board

oversight,

the

Committee

administers

and

oversees

the

Funds’

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

price

on

the

exchange

or

system

where

the

security

is

principally

traded,

if

available,

or

at

the

Nasdaq

Official

Closing

Price.

If

there

have

been

no

sales

for

that

day

on

the

exchange

or

system,

then

a

security

is

valued

at

the

closing bid

quotation

on

the

exchange

or

system

where

the

security

is

principally

traded.

In

each

of

these

situations,

valuations

are

typically

categorized

as

Level

1

in

the

fair

value

hierarchy.

Investments

in

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

as

Level

1 in

the

fair

value

hierarchy.

In

the

event

that

price

quotations

or

valuations

are

not

readily

available,

investments

are

valued

at

fair

value

in

accordance

with

procedures

established

by

and

under

the

general

supervision

and

responsibility

of

the

Board.

These

valuations

are

typically

categorized

as

Level

2

or

Level

3

in

the

fair

value

hierarchy,

based

on

the

observability

of

inputs

used

to

determine

the

fair

value.

The

effect

of

fair

value

pricing

is

that

securities

may

not

be

priced

on

the

basis

of

quotations

from

the

primary

market

in

which

they

are

traded

and

the

actual

price

realized

from

the

sale

of

a

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

at

fair

value

is

intended

to

cause

the

Funds’

NAV to

be

more

reliable

than

it

otherwise

would

be.

Funds

(Legal

Name)

Funds

(Short

Name)

Investment

Share

Classes

Offered

Victory

RS

International

Fund

RS

International

Fund

A,

C,

R,

R6,

and

Y

Victory

RS

Global

Fund

RS

Global

Fund

A,

C,

R,

R6,

and

Y

Victory

Sophus

Emerging

Markets

Fund

Sophus

Emerging

Markets

Fund

A,

C,

R,

R6,

and

Y

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

50

In

accordance

with

procedures

adopted

by

the

Board,

fair

value

pricing

may

be

used

if

events

materially

affecting

the

value

of

foreign

securities

occur

between

the

time

the

exchange

on

which

they

are

traded

closes

and

the

time

the

Funds’

NAV is

calculated.

The Funds use

a

systematic

valuation

model,

provided

daily

by

an

independent

third

party

to

fair

value

their

international

equity

securities.

These

valuations

are categorized

as

Level

2

in

the

fair

value

hierarchy.

A

summary

of

the

valuations

as

of

December

31,

2023,

based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedules

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

significant transfers

into/out

of

Level

3.

Real

Estate

Investment

Trusts

(“REITs”):

The

Funds

may

invest

in

REITs,

which

report

information

on

the

source

of

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

in

income-producing

real

estate

or

real

estate

related

loans

or

interests

(such

as

mortgages).

Certain

distributions

received

from

REITs

during

the

year

are

recorded

as

realized

gains

or

return

of

capital

as

estimated

by

the

Funds

or

when

such

information

becomes

known.

Investment

Companies:

Exchange-Traded

Funds:

The Funds

may

invest

in

ETFs,

the

shares

of

which

are

bought

and

sold

on

a

securities

exchange.

An

ETF

trades

like

common

stock

and

represents

a

fixed

portfolio

of

securities

often

designed

to

track

the

performance

and

dividend

yield

of

a

particular

domestic

or

foreign

market

index.

Among

other

purposes,

the

Funds

may

purchase

shares

of

an

ETF

to

temporarily

gain

exposure

to

a

portion

of

the

U.S.

or

a

foreign

market

while

awaiting

purchase

of

underlying

securities.

The

risks

of

owning

an

ETF

generally

reflect

the

risks

of

owning

the

underlying

securities

the

ETF

is

designed

to

track,

although

the

lack

of

liquidity

of

an

ETF

could

result

in

it

being

more

volatile.

Additionally,

ETFs

have

fees

and

expenses

that

reduce

their

value.

Open-End

Funds:

The

Funds

may

invest

in

portfolios

of

open-end

investment

companies.

These

investment

companies

value

securities

in

their

portfolios

for

which

market

quotations

are

readily

available

at

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

at

their

fair

value

by

the

methods

established

by

the

board

of

directors

of

the

underlying

funds.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The Funds

may

enter

into

foreign

exchange

currency

contracts

to

convert

U.S.

dollars

to

and

from

various

foreign

currencies.

A

foreign

exchange

currency

contract

is

an

obligation

by the

Funds

to

purchase

or

sell

a

specific

currency

at

a

future

date

at

a

price

(in

U.S.

dollars)

set

at

the

time

of

the

contract.

The

Funds

do

not

engage

in

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

to

purchase

or

sell

one

foreign

currency

in

exchange

for

another

foreign

currency).

The

Funds’

foreign

exchange

currency

contracts

might

be

considered

spot

contracts

(typically

a

contract

of

one

week

or

less)

or

forward

contracts

(typically

a

contract

term

over

one

week).

A

spot

contract

is

entered

into

for

purposes

of

hedging

against

foreign

currency

fluctuations

relating

to

a

specific

portfolio

transaction,

such

as

the

delay

between

a

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

of

hedging

portfolio

holdings

or

concentrations

of

such

holdings.

Each

foreign

exchange

currency

contract

is

adjusted

daily

by

the

prevailing

spot

or

forward

rate

of

the

underlying

currency,

and

any

appreciation

or

depreciation

is

recorded

for

financial

statement

purposes

as

unrealized

until

the

contract

settlement

date,

at

which

time

the

Funds

record

realized

gains

or

losses

equal

to

the

difference

between

the

value

of

a

contract

at

the

time

it

was

opened

and

the

value

at

the

time

Level

1

Level

2

Level

3

Total

RS

International

Fund

Common

Stocks

............................

$

4,319,824

$

351,669,037

$

—

$

355,988,861

Exchange-Traded

Funds

......................

375,846

—

—

375,846

Total

....................................

$

4,695,670

$

351,669,037

$

—

$

356,364,707

RS

Global

Fund

Common

Stocks

............................

477,323,585

256,227,966

—

733,551,551

Warrants

.................................

—

—

—(a)

—(a)

Exchange-Traded

Funds

......................

7,234,015

—

—

7,234,015

Total

....................................

$

484,557,600

$

256,227,966

$

—(a)

$

740,785,566

Sophus

Emerging

Markets

Fund

Common

Stocks

............................

64,258,942

313,060,368

72,411

377,391,721

Total

....................................

$

64,258,942

$

313,060,368

$

72,411

$

377,391,721

(a)

Zero

market

value

security.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

51

it

was

closed. The

Funds

could

be

exposed

to

risk

if

a

counterparty

is

unable

to

meet

the

terms

of

a

foreign

exchange

currency

contract

or

if

the

value

of

the

foreign

currency

changes

unfavorably.

In

addition,

the

use

of

foreign

exchange

currency

contracts

does

not

eliminate

fluctuations

in

the

underlying

prices

of

the

securities.

The

Funds

enter

into

foreign

exchange

currency

contracts

solely

for

spot

or

forward

hedging

purposes,

and

not

for

speculative

purposes

(i.e.,

the

Funds

do

not

enter

into

such

contracts

solely

for

the

purpose

of

earning

foreign

currency

gains).

 As

of December

31,

2023,

the

Funds

had

no

open

forward

foreign

exchange

currency

contracts.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and

recorded

daily

 using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

of

premiums

or

accretion

of

discounts. Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. Gains

or

losses

realized

on

sales

of

securities

are

recorded

on

the

identified

cost

basis.

Withholding

taxes

on

interest,

dividends,

and

gains

as

a

result

of

certain

investments

by

the

Funds

have

been

provided

for

in

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Securities

Lending:

The

Funds, through

a Securities

Lending

Agreement with

Citibank,

N.A.

(“Citibank”), may

lend

their

securities

to

qualified

financial

institutions,

such

as

certain

broker-dealers

and

banks,

to

earn

additional

income,

net

of

income

retained

by

Citibank. 

Borrowers

are

required

to

initially

secure

their

loans for

collateral

in

the

amount

of

at

least

102%

of

the

value

of

U.S.

securities

loaned

or

at

least

105%

of

the

value

of

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

in

the

valuation

of

the

securities

loaned

are

generally

cured the

next

business

day.

The

collateral

can

be

received

in

the

form

of

cash

collateral

and/or

non-cash

collateral.

Non-

cash

collateral

can

include

U.S.

Government

Securities and

other

securities

as

permitted

by

Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

is

invested

in

short-term

instruments

or

cash

equivalents,

primarily

open-end

investment

companies,

as

noted

on

the

Funds’

Schedules

of

Portfolio

Investments.

The

Funds

effectively

do not

have

control

of

the

non-cash

collateral

and

therefore

it

is

not

disclosed

on

the

Funds’

Schedules

of

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

on

the

value

of

the

Funds’

securities

on

loan

as

of

the

end

of

the prior

business

day. 

During

the

time

portfolio

securities

are

on

loan,

the

borrower

will

pay

the

Funds

any

dividends

or

interest

paid

on

such

securities

plus

any

fee

negotiated

between

the

parties

to

the

lending

agreement.

The

Funds

also

earn

a

return

from

the

collateral.

The

Funds

pay

Citibank

various

fees

in

connection

with

the

investment

of

cash

collateral

and

fees

based

on

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

of

these

fees)

is

disclosed

on

the

Statements

of

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

of

one

standard

settlement

period

or

five

business

days. 

Although

risk

is

mitigated

by

the

collateral, a

Fund could

experience

a

delay

in

recovering

its

securities

and

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

them.

In

addition,

there

is

a

risk that

the

value

of

the

short-term

investments

will

be

less

than

the

amount

of

cash

collateral

required

to

be

returned

to

the

borrower.

The

Funds’

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

by

the

Funds

may

not

be

sold

or

repledged,

except

to

satisfy

borrower

default.

As

of

December

31,

2023,

the

Funds

did

not

have

any

securities

on

loan.

Foreign

Currency

Translations:

The

accounting

records

of

the

Funds

are

maintained

in

U.S.

dollars.

Investment

securities

and

other

assets

and

liabilities

of

a

Fund

denominated

in

a

foreign

currency

are

translated

into

U.S.

dollars

at

current

exchange

rates.

Purchases

and

sales

of

securities,

income

receipts

and

expense

payments

are

translated

into

U.S.

dollars

at

the

exchange

rates

on

the

date

of

the

transactions.

The

Funds

do

not

isolate

the

portion

of

the

results

of

operations

resulting

from

changes

in

foreign

exchange

rates

on

investments

from

fluctuations

arising

from

changes

in

market

prices

of

securities

held.

Such

fluctuations,

if

any, are

disclosed

as

Net

change

in

unrealized

appreciation/depreciation

on investment

securities

and

foreign

currency

translations

on

the

Statements

of

Operations.

Any

realized

gains

or

losses

from

these

fluctuations,

if

any, are

disclosed

as

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

on

the

Statements

of

Operations.

Foreign

Taxes:

The

Funds

may

be

subject

to

foreign

taxes

related

to

foreign

income

received

(a

portion

of

which

may

be

reclaimable),

capital

gains

on

the

sale

of

securities,

and

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

in

accordance

with

the

applicable

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

the

Funds

invest.

Federal

Income

Taxes:

Each

Fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

by

complying

with

the

provisions

available

to

certain

investment

companies,

as

defined

in

applicable

sections

of

the

Internal

Revenue

Code,

and

to

make

distributions

of

net

investment

income

and

net

realized

gains

sufficient

to

relieve

it

from

all,

or

substantially

all,

federal

income

taxes.

Accordingly,

no

provision

for

federal

income

taxes

is

required

in

the

financial

statements.

The

Funds

have

a

tax

year

end

of

December

31.

For

the

year

ended

December

31,

2023,

the

Funds

did

not

incur

any

income

tax,

interest,

or

penalties,

and

have

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

tax

positions.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

52

Management

of

the

Funds

has

reviewed

tax

positions

taken

in

tax

years

that

remain

subject

to

examination

by

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

is

no

tax

liability

resulting

from

unrecognized

tax

benefits

related

to

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to a

Fund

are

charged

to that

Fund,

while

expenses

that

are

attributable

to

more

than

one

fund

in

the

Trust,

or

jointly

with

an

affiliated

trust,

are

allocated

among

the

respective

funds

in

the

Trust

and/or

an

affiliated

trust

based

upon

net

assets

or

another

appropriate

basis.

Income,

expenses

(other

than

class-specific

expenses

such

as

transfer

agent

fees,

state

registration

fees,

printing

fees,

and

12b-1

fees),

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

its

relative

net

assets

on

the

date

income

is

earned

or

expenses

and

realized

and

unrealized

gains

and

losses

are

incurred.

3.

Purchases

and

Sales:

Purchases

and sales

of

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

year

ended

December

31,

2023,

were

as

follows:

4.

Affiliated

Fund

Ownership:

The

Funds

offer

shares

for

investment

by

other

funds,

including

funds

offered

by

VCM

affiliated

fund-of-funds.

The

affiliated

fund-of-funds

do

not

invest

in

the

underlying

funds

for

the

purpose

of

exercising

management

or control;

however,

investments

by

affiliated

fund-of-funds

within

its

principal

investment

strategies

may

represent

a

significant

portion

of

an

underlying

fund’s

assets,

and

together

with

the

investments

of

the

other

affiliated

funds-of-funds,

may

represent

a

substantial

portion

or

even

all

of

an

underlying

fund’s

net

assets.

The

affiliated

fund-of-funds’

annual

and

semi-annual

reports

may

be

viewed

at

vcm.com.

As

of

December

31,

2023,

certain

affiliated fund-of-funds

owned

total

outstanding

shares

of

the

Funds

as

follows:

5.

Fees

and

Transactions

with

Affiliates

and

Related

Parties:

Investment

Advisory

Fees: 

Investment

advisory

services

are

provided

to

the

Funds

by

the

Adviser,

which

is

a

New

York

corporation

registered

as

an

investment

adviser

with

the

SEC.

Under

the

terms

of

the

Investment

Advisory

Agreement,

the

Adviser

is

entitled

to

receive

fees

accrued

daily

and

paid

monthly

at

an

annualized

rate

based

on

a

percentage

of

the

average

daily

net

assets

of

each

Fund. The

rates

at

which

the

Adviser

is

paid

by

each

Fund

are

included

in

the

table

below.

Excluding

U.S.

Government

Securities

Purchases

Sales

RS

International

Fund

................................................................

$

80,027,983

$

111,916,479

RS

Global

Fund

....................................................................

371,093,262

166,912,547

Sophus

Emerging

Markets

Fund

........................................................

282,602,538

341,256,788

RS

International

Fund

Ownership

%

Victory

Target

Retirement

Income

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

6.4

Victory

Target

Retirement

2030

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

17.1

Victory

Target

Retirement

2040

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

27.8

Victory

Target

Retirement

2050

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

18.8

Victory

Target

Retirement

2060

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

2.8

RS

Global

Fund

Ownership

%

Victory

Strategic

Allocation

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.9

Sophus

Emerging

Markets

Fund

Ownership

%

Victory

Target

Retirement

Income

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.0

Victory

Target

Retirement

2030

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

2.6

Victory

Target

Retirement

2040

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

4.0

Victory

Target

Retirement

2050

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

3.1

Victory

Target

Retirement

2060

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.4

Victory

Strategic

Allocation

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.6

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

53

Amounts

incurred

and

paid

to

VCM

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Funds’

administrator

and

fund

accountant.

Under

the

Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Trust,

Victory

Variable

Insurance

Funds

and

Victory

Portfolios

II.

The

tiered

rates

at

which

VCM

is

paid

by

the

Funds

are

shown

in

the

table

below:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Funds

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Funds

reimburse

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Funds.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Administration

fees.

The

Funds

(as

part

of

the

Trust)

have

entered

into

an

agreement

with

the

Adviser

to

provide

compliance

services,

pursuant

to

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

of

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

to

provide

the

Trust

with

compliance

oversight

services

related

to

the

design,

administration,

and

oversight

of

a

compliance

program

for

the

Trust

in

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

is

an

employee

of

the

Adviser,

which

pays

the

compensation

of

the

CCO

and

support

staff.

The

funds

in

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios

II

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Compliance

fees.

Transfer

Agency

Fees: 

FIS

Investor

Services,

LLC

(“FIS”)

serves

as

the

Funds’

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

a

fee

for

its

services

and

reimburses

FIS

for

all

of

their

reasonable

out-of-pocket

expenses

incurred

in

providing

these

services. 

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Funds

have

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Funds

and

have

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Funds

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Funds.

These

services

would

have

been

provided

by

the

Funds’

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Funds’

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

an

affiliate

of

the

Adviser,

serves

as

Distributor

for

the

continuous

offering

of

the

shares

of

the

Funds

pursuant

to

a

Distribution

Agreement

between

the

Distributor

and

the

Trust.

Pursuant

to

the

Distribution

and

Service

Plans

adopted

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Distributor

may

receive

a

monthly

distribution

and

service

fee

up

to

the

annual

rate

shown

in

the

table

below:

The

distribution

and

service

fees

paid

to

the

Distributor

may

be

used

by

the

Distributor

to

pay

for

activities

primarily

intended

to

result

in

the

sale

of

Class

A,

Class

C,

and

Class

R.

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

12b-1

fees.

In

addition,

the

Distributor

is

entitled

to

receive

commissions

in

connection

with sales

of

the

Class

A.

For

the

year

ended

December

31,

2023,

the

Distributor

received

the

following

from

commissions

earned

in

connection with

sales

of

Class

A:

Flat

Rate

RS

International

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.80%

RS

Global

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.60%

Sophus

Emerging

Markets

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Class

A

Class

C

Class

R

RS

International

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

RS

Global

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Sophus

Emerging

Markets

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

54

Other

Fees:

Citibank

serves

as

the

Funds’

custodian.

The

Funds

pay

Citibank

a

fee

for

providing

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

to

the

Trust.

The

Adviser

has

entered

into

an

expense

limitation

agreement

with

the

Trust.  Under

the

terms

of

the

agreement,

the

Adviser

has

agreed

to

waive

fees

or

reimburse

certain

expenses

to

the

extent

that

ordinary

operating

expenses

incurred

by

certain

classes

of

the

Funds

in

any

fiscal

year

exceed

the

expense

limits

for the

Funds.

Such

excess

amounts

will

be

the

liability

of

the

Adviser.

Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

in

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of the

Funds’

business

are

excluded

from

the

expense

limits.

As

of

December

31,

2023,

the

expense

limits

(excluding

voluntary

waivers) are

as

follows:

Under

the

terms

of

the

expense

limitation agreement, the Funds

have

agreed

to

repay

fees

and

expenses

that

were

waived

or

reimbursed

by

the

Adviser

for

a

period

of

up

to

three

years

(thirty-six

(36)

months)

after

the

waiver

or

reimbursement

took

place,

subject

to

the

lesser

of

any

operating

expense

limits

in

effect

at

the

time

of:

(a)

the

original

waiver

or

expense

reimbursement;

or

(b)

the

recoupment,

after

giving

effect

to

the

recoupment

amount.

The

Funds

have

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

The

Adviser

may

voluntarily

waive

or

reimburse

additional

fees

to

assist

the

Funds

in

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

to

the

Funds

are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

Certain

officers

and/or

interested

trustees

of

the

Funds

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel, and

Distributor.

6.

Risks:

The

Funds

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

Equity

Risk

—

The

value

of

the

equity

securities

in

which

the

Funds

invest

may

decline

in

response

to

developments

affecting

individual

companies

and/or

general

economic

conditions

in

the

United

States

or

abroad.

A

company’s

earnings

or

dividends

may

not

increase

as

expected

(or

may

decline)

because

of

poor

management,

competitive

pressures,

reliance

on

particular

suppliers

or

geographical

regions,

labor

problems

or

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

or

natural

disasters,

military

confrontations

or

wars,

terrorism,

public

health

crises,

or

other

events,

conditions,

and

factors.

Price

changes

may

be

temporary

or

last

for

extended

periods.

Foreign

Securities

Risk

—

Foreign

securities

(including

depositary

receipts)

are

subject

to

political,

regulatory,

and

economic

risks

not

present

in

domestic

investments.

Foreign

securities

could

be

affected

by

factors

not

present

in

the

United

States,

including

expropriation,

confiscation

of

property,

and

difficulties

in

enforcing

contracts.

Compared

to

U.S.

companies,

there

generally

is

less

publicly

available

information

about

foreign

companies

and

there

may

be

less

governmental

regulation

and

supervision

of

foreign

companies.

Foreign

securities

generally

experience

more

volatility

than

their

domestic

counterparts.

Depositary

receipts

may

have

additional

risks,

including

creditworthiness

of

the

depositary

bank

and

the

risk

of

an

illiquid

market.

In

addition,

to

the

extent

investments

are

made

in

a

limited

number

of

countries,

events

in

those

countries

will

have

a

more

significant

impact

on

the

Funds.

Fluctuations

in

the

exchange

rates

between

the

U.S.

dollar

and

foreign

currencies,

currency

exchange

control

regulations,

and

restrictions

or

prohibitions

on

the

repatriation

of

foreign

currencies

may

negatively

affect

an

investment.

Amount

RS

International

Fund

..................................................................................

$

500

RS

Global

Fund

......................................................................................

10,814

Sophus

Emerging

Markets

Fund

..........................................................................

157

In

effect

until

April

30,

2024

Class

A

Class

C

Class

R

Class

R6

Class

Y

RS

International

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.13%

1.88%

1.38%

0.83%

0.88%

RS

Global

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.85%

1.60%

1.10%

0.55%

0.60%

Sophus

Emerging

Markets

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.34%

2.14%

1.58%

0.89%

0.99%

Expires

2024

Expires

2025

Expires

2026

Total

RS

International

Fund

..................................................

$

478,133

$

438,795

$

433,125

$

1,350,053

RS

Global

Fund

......................................................

1,055,677

899,922

1,224,514

3,180,113

Sophus

Emerging

Markets

Fund

..........................................

1,536,446

1,401,240

1,374,685

4,312,371

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

55

Certain

Russian

securities

held

by

the

Funds

had

declared

dividends,

however

there

is

no

assurance

these

dividends

can

be

collected

by

the

Funds.

As

a

result,

all

such

dividend

receivables

related

to

these

Russian

securities

are

valued

at

zero

as

of

the

current

fiscal

year-end

Emerging

Markets

Risk

—

The

risks

related

to

investing

in

foreign

securities

are

generally

greater

with

respect

to

securities

of

companies

that

conduct

their

business

activities

in

emerging

markets

or

whose

securities

are

traded

principally

in

emerging

markets.

The

risks

of

investing

in

emerging

markets

include

the

risks

of

illiquidity,

increased

price

volatility,

smaller-market

capitalizations,

limited

reliable

access

to

capital,

less

government

regulation

(including

limitations

on

the

available

rights

and

remedies),

market

manipulation

concerns,

less

extensive

and

less

frequent

recordkeeping,

accounting,

financial

and

other

reporting

requirements,

risk

of

loss

resulting

from

problems

in

share

registration

and

custody,

risks

related

to

foreign

investment

structures,

substantial

economic

and

political

disruptions

and

the

nationalization

of

foreign

deposits

or

assets.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Funds.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

7.

Borrowing

and

Interfund

Lending:

Line

of

Credit:

The

Victory

Funds

Complex

participates

in

a

short-term

demand

note

“Line

of

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

up

to

$600

million,

of

which

$300

million

is

committed

and

$300

million

is

uncommitted.

$40

million

of

the

Line

of

Credit

is

reserved

for

use

by

the

Victory

Floating

Rate

Fund,

another

series

of

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

related

commitment

fees

for

that

amount.

The

purpose

of

the

Line

of

Credit

is

to

meet

temporary

or

emergency

cash

needs.

For

the year

ended

December

31,

2023,

Citibank

received

an

annual

commitment

fee

of

0.15%

on

$300

million

for

providing

the

Line

of

Credit.

Each

Fund

in

the

Victory

Funds

Complex

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June

24,

2024,

and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to each

Fund during

the

period,

if

applicable,

is

reflected

on

the

Statements

of

Operations

under

Line

of

credit

fees.

The

average

borrowing

for

the

days

outstanding

and

average

interest

rate

for

each

Fund

during

the

year

ended

December

31,

2023,

were

as

follows:

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

on

an

exemptive

order

granted

by

the

SEC

in

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

of

an

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

each

Fund

to

directly

lend

and

borrow

money

to

or

from

any

other

fund

in

the

Victory

Funds

Complex

that

is

permitted

to

participate

in

the

Facility,

relying

upon

the

Order

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

or

emergency

purposes,

including

the

meeting

of

redemption

requests

that

otherwise

might

require

the

untimely

disposition

of

securities,

and

are

subject

to

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

is

determined,

as

specified

in

the

Order,

by

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

As

a

Borrower

(as

defined

in

the

Order),

interest

charged

to

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

interest

earned

by

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending.

The

average

borrowing

or

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Funds

that

utilized

this

Facility

during

the

year

ended

December

31,

2023,

were

as

follows:

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

Sophus

Emerging

Markets

Fund

..............................

$

—

$

1,800,000

5.46%

$

1,800,000

Borrower

or

Lender

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

RS

International

Fund

.............................

Borrower

$

—

$

2,873,500

5.33%

$

2,906,000

Sophus

Emerging

Markets

Fund

.....................

Borrower

—

4,516,467

5.43%

9,589,000

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

56

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

8.

Federal

Income

Tax

Information:

Dividends

from

net

investment

income,

if

any,

are

declared

and

paid

as

noted

in

the

table

below.

Distributable

net

realized

gains,

if

any,

are

declared

and

distributed

at

least

annually

from

each

Fund. 

The

amounts

of

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

to

shareholders)

are

determined

in

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

To

the

extent

these

“book/tax”

differences

are

permanent

in

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

of

net

assets

based

on

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

do

not

require

reclassification.

To

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

as

distributions

of

capital.

Net

investment

losses

incurred

by

the

Funds

may

be

reclassified

as

an

offset

to

capital

on

the

accompanying

Statements

of

Assets

and

Liabilities.

As

of

December

31,

2023,

on

the

Statements

of

Assets

and

Liabilities,

there

were

no

permanent

book-to-tax

difference

reclassification

adjustments.

The

tax

character

of

distributions

paid

during

the

tax

years

ended,

as

noted

below,

were

as

follows

(total

distributions

paid

may

differ

from

the

Statements

of

Changes

in

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales,

forward

contracts, and

passive

foreign

investment

company

adjustments.

As

of December

31,

2023,

the

Funds

had

net

capital

loss

carryforwards

as

shown

in

the

table

below. It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

Declared

Paid

RS

International

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

RS

Global

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

Sophus

Emerging

Markets

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Annually

Annually

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

RS

International

Fund

........................................................................

$

8,835,832

$

8,835,832

RS

Global

Fund

............................................................................

8,841,086

8,841,086

Sophus

Emerging

Markets

Fund

................................................................

9,626,967

9,626,967

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Taxable

Distributions

Return

of

Capital

Total

Distributions

Paid

RS

International

Fund

..................................

$

8,084,993

$

777,246

$

8,862,239

$

—

$

8,862,239

RS

Global

Fund

......................................

5,573,016

—

5,573,016

970

5,573,986

Sophus

Emerging

Markets

Fund

..........................

12,947,896

—

12,947,896

—

12,947,896

Undistributed

Ordinary

Income

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

RS

International

Fund

.............................

$

4,598,758

$

4,598,758

$

(14,748,442)

$

61,800,059

$

51,650,375

RS

Global

Fund

.................................

830,783

830,783

(13,990,049)

142,801,578

129,642,312

Sophus

Emerging

Markets

Fund

.....................

2,186,743

2,186,743

(71,182,600)

26,240,247

(42,755,610)

Short-Term

Amount

Long-Term

Amount

Total

RS

International

Fund

...................................................

$

(4,990,813)

$

(9,757,629)

$

(14,748,442)

RS

Global

Fund

.......................................................

(8,005,876)

(5,984,173)

(13,990,049)

Sophus

Emerging

Markets

Fund

...........................................

(49,291,112)

(21,891,488)

(71,182,600)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

57

9.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

RS

International

Fund

..............................

$

294,645,260

$

79,144,008

$

(17,424,561)

$

61,719,447

RS

Global

Fund

..................................

597,999,554

163,014,451

(20,228,439)

142,786,012

Sophus

Emerging

Markets

Fund

......................

348,012,311

73,899,483

(44,520,073)

29,379,410

58

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Shareholders

and

Board

of

Trustees

of

Victory

Portfolios

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

portfolio

investments,

of

Victory

RS

International

Fund,

Victory

RS

Global

Fund,

and

Victory

Sophus

Emerging

Markets

Fund

(the

“Funds”),

each

a

series

of

Victory

Portfolios,

as

of

December

31,

2023,

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

December

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

of

the

investment

companies

advised

by

Victory

Capital

Management

Inc.

since

2015.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

23,

2024

Supplemental

Information

December

31,

2023

Victory

Portfolios

59

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 37

portfolios

in

the

Trust, 27

portfolios

in

Victory

Portfolios

II,

and six

portfolios

in

Victory

Variable

Insurance

Funds,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

service

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

Mr.

Brown

is

an

"Interested

Person"

by

reason

of

his

relationship

with

the

Adviser.

The

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

of

the

Trust

and

is

available,

without

charge,

by

calling

800-539-3863.

Name

and

Date

of

Birth

Position

Held

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

Other

Directorships

Held

During

Past

5

Years

Independent

Trustees

David

Brooks

Adcock,

(October

1951)

Trustee

May

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

May

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(May

1961)

Trustee

July

2016

Chair,

CEO

and

Co-Founder

of

TriLinc

Global,

LLC,

an

investment

firm.

TriLinc

Global

Impact

Fund,

LLC

(since

2012).

Leigh

A.

Wilson,

(December

1944)

Trustee

November

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

60

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

and

their

principal

occupations

during

the

past

five

years

are

detailed

in

the

following

table.

Each

officer

serves

until

the

earlier

of

his

or

her

resignation,

removal,

retirement,

death,

or

the

election

of

a

successor.

The

mailing

address

of

each

officer

of

the

Trust

is

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

The

officers

of

the

Trust

receive

no

compensation

directly

from

the

Trust

for

performing

the

duties

of

their

offices.

Name

and

Date

of

Birth

Position

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

December

1997

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Portfolios

61

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

each

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Funds'

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863. Each

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

Availability

of

Schedules

of

Portfolio

Investments:

The

Trust

files

a

complete

list

of

Schedules

of

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

of

each

fiscal

year

on

Form

N-PORT-P

and are

available

on

the

SEC’s

website

at

sec.gov.

Expense

Examples

As

a

shareholder

of

the

Fund,

you

may

incur

two

types

of

costs:

(1)

transaction

costs, including

sales

charges

(loads)

on

purchases;

 and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

These

examples

are

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

These

examples

are

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2023,

through

December

31,

2023.

The

Actual

Expense

figures

in

the

table

below

provide

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

below,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

table

under

the

heading

entitled

“Actual

Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

The

Hypothetical

Expense

figures

in

the

table

below

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds.

Please

note

the

expenses

shown

in

the

table

below

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs.

Therefore,

the

hypothetical

expenses

in

the

table

are

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

RS

International

Fund

Class

A

...............................

$

1,000.00

$

1,080.90

$

1,019.51

$

5.93

$

5.75

1.13%

Class

C

...............................

1,000.00

1,077.30

1,015.73

9.84

9.55

1.88%

Class

R

...............................

1,000.00

1,079.30

1,018.25

7.23

7.02

1.38%

Class

R6

..............................

1,000.00

1,082.60

1,021.02

4.36

4.23

0.83%

Class

Y

...............................

1,000.00

1,082.30

1,020.77

4.62

4.48

0.88%

RS

Global

Fund

Class

A

...............................

1,000.00

1,085.10

1,020.92

4.47

4.33

0.85%

Class

C

...............................

1,000.00

1,080.80

1,017.14

8.39

8.13

1.60%

Class

R

...............................

1,000.00

1,083.20

1,019.66

5.78

5.60

1.10%

Class

R6

..............................

1,000.00

1,086.40

1,022.43

2.89

2.80

0.55%

Class

Y

...............................

1,000.00

1,086.50

1,022.18

3.16

3.06

0.60%

Sophus

Emerging

Markets

Fund

Class

A

...............................

1,000.00

1,025.20

1,018.45

6.84

6.82

1.34%

Class

C

...............................

1,000.00

1,021.40

1,014.42

10.90

10.87

2.14%

Class

R

...............................

1,000.00

1,024.00

1,017.24

8.06

8.03

1.58%

Class

R6

..............................

1,000.00

1,027.60

1,020.72

4.55

4.53

0.89%

Class

Y

...............................

1,000.00

1,027.10

1,020.21

5.06

5.04

0.99%

*

Expenses

are

equal

to

the

average

account

value

multiplied

by

the

Fund’s

annualized

expense

ratio

multiplied

by

184/365

(the

number

of

days

in

the

most

recent

fiscal

half-year

divided

by

the

number

of

days

in

the

fiscal

year).

Victory

Portfolios

62

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Funds

hereby

designate

the

maximum

amount

allowable

of

their

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.  Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of:

The

following

Funds

intends

to

elect

to

pass

through

to

shareholders

the

income

tax

credit

for

taxes

paid

to

foreign

countries.

Foreign

source

income

and

foreign

tax

expense

per

shares

outstanding

on

December

31,

2023,

were

as

follow:

Percent

RS

Global

Fund

....................................................................................

40%

Foreign

Source

Income

Foreign

Tax

Expense

RS

International

Fund

........................................................

$

0.33

$

0.04

Sophus

Emerging

Markets

Fund

................................................

0.66

0.12

Victory

Portfolios

63

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

each

of

the

Funds

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Funds

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Funds

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

by

legal

counsel

to

the

Funds

and

independent

legal

counsel

to

the

Independent

Trustees.

The

Board

considered

each

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

as

significant

factors

in

determining

whether

the

Agreement

should

be

continued.

In

considering

whether

the

compensation

paid

to

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

the

Funds

for

the

services

provided

by

the

Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

performance

of

the

Funds

as

compared

to

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

of

scale

that

would

benefit

Fund

shareholders

as

the

Funds

grow

(acknowledging

that

economies

of

scale

can

be

complex

to

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

be

appropriate;

Whether

the

fee

would

be

sufficient

to

enable

the

Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Funds;

The

fees

paid

by

other

clients

of

the

Adviser

whose

accounts

are

managed

in

a

similar

investment

style

and

any

differences

in

the

services

provided

to

the

other

clients

compared

to

those

provided

to

the

Funds;

The

total

expenses

of

each

Fund;

Management’s

commitment

to

operating

the

Funds

at

competitive

expense

levels;

The

profitability

of

the

Adviser

(as

reflected

by

comparing

fees

earned

against

an

estimate

of

the

Adviser’s

costs)

with

respect

to

the

Adviser’s

relationship

with

the

Funds;

Research

and

other

service

benefits

received

by

the

Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Adviser,

and

its

affiliates,

including

revenues

paid

to

the

Adviser,

or

its

affiliates,

by

the

Funds

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

of

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

each

Fund

and

the

Adviser.

The

Board

reviewed

each

Fund’s

current

management

fee,

comprised

of

the

advisory

fee

plus

the

administrative

services

fee

paid

to

the

Adviser,

in

the

context

of

the

Adviser’s

business

and

services

with

respect

to

each

Fund

individually

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

to

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

each

Fund’s

gross

management

fee

and

total

operating

expense

ratio

on

a

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

of

a

universe

of

comparable

mutual

funds

compiled

by

the

consultant

and

a

peer

group

of

funds

with

similar

investment

strategies

selected

by

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

by

the

consultant

in

the

selection

of

each

Fund’s

peer

group,

including

the

consultant’s

selection

of

a

broad

universe

of

funds,

the

more

specific

universe

of

comparable

funds,

and

peer

groups

of

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

to

the

consultant’s

methodology

as

compared

to

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

if

any.

With

respect

to

certain

Funds,

the

Board

also

reviewed

fees

and

other

information

related

to

the

Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

noted

that

none

of

the

advisory

fee

arrangements

for

these

Funds

included

breakpoints,

which

would

be

a

structure

that

results

in

reduced

fees

as

a

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

to

limit

expenses

as

discussed

in

more

detail

below.

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

to

the

Funds

by

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

of

the

Funds’

day-to-day

operations

and

oversight

of

Fund

accounting,

assistance

in

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

of

the

Funds

and

the

Trust.

The

Board

found

that

the

gross

annual

management

fee

paid

by

each

Fund

was

within

the

range

of

management

fees

paid

by

each

Fund’s

respective

peer

group.

The

Board

also

found

that

each

Fund’s

Class

A

net

annual

expense

ratio,

taking

into

account

any

shareholder

servicing

or

distribution

fees,

was

reasonable

as

compared

with

each

Fund’s

respective

peer

group.

The

Board

considered

the

Adviser’s

contractual

agreement

with

each

Fund

to

waive

its

fees

and

reimburse

expenses

of

certain

classes

for

a

specified

period

of

time,

as

described

in

the

Fund’s

prospectus.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

64

(Unaudited)

The

Board

reviewed

each

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

of

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

of

the

Fund

and

the

peer

group

funds

are

net

of

expenses,

while

the

performance

of

the

benchmark

index

reflects

gross

returns.

The

Board

reviewed

various

other

specific

factors

with

respect

to

each

Fund,

as

described

below.

In

their

deliberations,

the

Trustees

did

not

rank

the

importance

of

any

particular

information

or

factor

considered

and

each

Trustee

may

have

attributed

different

weights

to

various

factors.

RS

International

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-,

three-

and

five-year

periods,

outperformed

the

benchmark

index

for

the

ten-year

period,

and

outperformed

the

peer

group

median

for

all

of

the

periods

reviewed.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

RS

Global

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-

and

five-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

Having

considered,

among

other

things:

(1) the

Fund’s

management

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Sophus

Emerging

Markets

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

the

one-

and

ten-year

periods,

underperformed

the

benchmark

index

for

the

three-

and

five-year

periods,

underperformed

the

peer

group

median

for

the

one-

and

five-year

periods,

and

outperformed

the

peer

group

median

for

the

three-

and

ten-year

periods.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion:

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Funds’

shareholders,

particularly

in

light

of

the

nature

of

the

Funds

and

the

services

required

to

support

the

Funds;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Funds;

and

(iii)

the

Agreement,

on

behalf

of

the

Funds

discussed

above,

was

consistent

with

the

best

interests

of

each

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

on

behalf

of

each

Fund,

for

an

additional

annual

period

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Adviser

under

the

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services,

the

profitability

of

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

of

the

fee

paid

to

the

fees

paid

by

other

investment

companies;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

to

the

management

of

the

Funds

and

the

creation

of

a

broad-based

family

of

funds,

which

entails

a

substantial

commitment

of

the

Adviser’s

resources

to

the

successful

operation

of

the

Funds;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Funds,

including

the

retention

of

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

to

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Portfolios

65

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

66

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

67

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VPRSIF-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Low

Duration

Bond

Fund

Victory

High

Yield

Fund

Victory

Tax-Exempt

Fund

Victory

High

Income

Municipal

Bond

Fund

Victory

Floating

Rate

Fund

vcm.com

News,

Information

And

Education

24

Hours

A

Day,

7

Days

A

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

a

convenient

way

to

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

share

prices

The

latest

fund

news

Investment

resources

to

help

you

become

a

better

investor

A

section

dedicated

to

investment

professionals

Whether

you’re

a

potential

investor

searching

for

the

fund

that

matches

your

investment

philosophy,

a

seasoned

investor

interest-

ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Portfolios

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

/

Investment

Overview

(Unaudited)

5

Investment

Objectives

and

Portfolio

Holdings

(Unaudited)

17

Schedules

of

Portfolio

Investments

Victory

Low

Duration

Bond

Fund

22

Victory

High

Yield

Fund

28

Victory

Tax-Exempt

Fund

33

Victory

High

Income

Municipal

Bond

Fund

36

Victory

Floating

Rate

Fund

40

Financial

Statements

Statements

of

Assets

and

Liabilities

46

Statements

of

Operations

48

Statements

of

Changes

in

Net

Assets

50

Financial

Highlights

54

Notes

to

Financial

Statements

74

Report

of

Independent

Registered

Public

Accounting

Firm

86

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

87

Proxy

Voting

and

Portfolio

Holdings

Information 

89

Expense

Examples

89

Additional

Federal

Income

Tax

Information

91

Advisory

Contract

Approval

92

Privacy

Policy

96

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

Visit

our

website

at:

vcm.com

IRA

DISTRIBUTION

WITHHOLDING

DISCLOSURE

We

generally

must

withhold

federal

income

tax

at

a

rate

of

10%

of

the

taxable

portion

of

your

distribution

and,

if

you

live

in

a

state

that

requires

state

income

tax

withholding,

at

your

state’s

tax

rate.

However,

you

may

elect

not

to

have

withholding

apply

or

to

have

income

tax

withheld

at

a

higher

rate.

Any

withholding

election

that

you

make

will

apply

to

any

subsequent

distribution

unless

and

until

you

change

or

revoke

the

election.

If

you

wish

to

make

a

withholding

election,

or

change

or

revoke

a

prior

withholding

election,

call

800-539-3863

(800-235-8396

for

Member

Class)

and

form

W-4P

(OMB

No.

1545-0074

withholding

certificate

for

pension

or

annuity

payments)

will

be

electronically

sent.

If

you

do

not

have

a

withholding

election

in

place

by

the

date

of

a

distribution,

federal

income

tax

will

be

withheld

from

the

taxable

portion

of

your

distribution

at

a

rate

of

10%.

If

you

must

pay

estimated

taxes,

you

may

be

subject

to

estimated

tax

penalties

if

your

estimated

tax

payments

are

not

sufficient

and

sufficient

tax

is

not

withheld

from

your

distribution.

For

more

specific

information,

please

consult

your

tax

adviser.

The

Funds

are

distributed

by

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

is

the

investment

adviser

to

the

Funds

and

receives

fees

from

the

Funds

for

performing

services

for

the

Funds.

This

report

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

a

current

prospectus

of

the

Victory

Funds.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

at

vcm.com

or

call

800-539-3863

(800-235-8396

for

Member

Class).

Read

it

carefully

before

you

invest

or

send

money.

The

information

in

this

report

is

based

on

data

obtained

from

recognized

services

and

sources

and

is

believed

to

be

reliable.

Any

opinions,

projections,

or

recommendations

in

this

report

are

subject

to

change

without

notice

and

are

not

intended

as

individual

investment

advice.

Past

investment

performance

of

the

Funds,

markets

or

securities

mentioned

herein

should

not

be

considered

to

be

indicative

of

future

results.

NOT

FDIC

INSURED

NO

BANK

GUARANTEE

MAY

LOSE

VALUE

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863

(800-235-8396

for

Member

Class) or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

Low

Duration

Bond

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

During

the

reporting

period,

the

U.S.

Federal

Reserve

(the

“Fed”)

continued

its

rate

hiking

cycle

and

raised

the

Fed

funds

rate

by

an

additional

100

basis

points

(a

basis

point

is

1/100th

of

a

percentage

point).

The

Fed

concluded

2023

with

a

target

policy

rate

of

5.25-5.50%,

keeping

monetary

policy

restrictive

to

combat

inflation.

Inflation

as

measured

by

the

Consumer

Price

Index,

a

widely

recognized

inflation

yardstick,

ended

the

reporting

period

at

3.4%,

above

the

Fed’s

2%

target.

While

the

Treasury

yield

curve

normally

positively

sloped,

it

was

inverted

throughout

the

reporting

period

as

investors

weighed

the

risk

of

tighter

financial

conditions

leading

to

a

recession.

One

common

indicator

of

a

potential

recession

is

a

negative

spread

(i.e.

inversion)

between

the

3-month

Treasury

bill

and

the

10-year

Treasury

bond.

This

means

the

market

is

expecting

the

Fed

to

begin

cutting

the

Fed

funds

rate

as

the

economy

is

expected

to

slow

and

possibly

slip

into

a

recession.

The

U.S.

regional

banking

crisis

in

March

brought

uncertainty

and

inflamed

recessionary

concerns,

spreading

over

to

continental

Europe,

and

concluding

with

a

forced

merger

of

Credit

Suisse

with

UBS.

Rate

volatility

was

a

defining

theme

for

markets

in

2023

and

following

the

banking

crisis,

the

U.S.

Treasury

yield

curve’s

inversion

deepened.

Geopolitical

strife

in

Europe

and

the

Middle

East,

sticky

inflation

and

worries

of

a

looming

recession

drove

volatility

alongside

monetary

policy

decisions

from

the

Fed.

During

the

second

half

of

the

year,

surprising

economic

resilience

in

the

United

States

and

heavy

Treasury

issuance

moved

10-

year

rates

back

up

and

the

inversion

became

less

severe.

Market

sentiment

that

a

“soft

landing”

may

be

possible

led

financial

markets

to

rally

significantly

through

the

end

of

the

year

and

pushed

10-year

rates

back

down.

Credit

spreads

tightened

as

recession

fears

eased

and

yields

dropped,

most

notably

in

high

yield.

As

measured

by

the

Bloomberg

U.S.

Aggregate

Index,

fixed

income

experienced

its

first

year

in

the

black

since

2020

with

a

total

return

of

5.53%.

How

did

Victory

Low

Duration

Bond

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

4.65%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Bloomberg

U.S.

Government

1-3

Year

Bond

Index,

which

returned

4.32%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund’s

allocations

to

corporate

bonds,

asset-backed

securities,

commercial

mortgage-backed

securities,

and

credit

derivatives

provided

the

bulk

of

positive

relative

performance.

Allocations

to

Treasury

and

currency

futures

derivative

contracts

detracted

from

relative

performance.

The

Victory

Income

Investors

team

took

over

management

of

the

Fund

on

September

1,

2023.

We

exited

the

Fund’s

convertible

bond

positions

and

derivatives

contracts

in

favor

of

more

traditional

fixed

income

securities

and

trimmed

oversized

positions

to

reduce

idiosyncratic

risk.

The

Fund’s

strategy

is

now

refocused

on

a

bottom-up

fundamental

portfolio

construction

process,

our

core

competency.

We

continue

to

work

closely

with

our

in-house

team

of

credit

analysts,

who

use

independent

credit

research

to

continuously

monitor

the

Fund’s

holdings

for

creditworthiness

and

relative

value,

and

to

identify

and

evaluate

potential

investments.

We

are

committed

to

maintaining

a

portfolio

diversified

among

multiple

asset

classes

spread

across

a

large

number

of

issuers.

6

Victory

Low

Duration

Bond

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

2.25%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

Low

Duration

Bond

Fund —

Growth

of

$10,000

1

The

unmanaged

Bloomberg

U.S.

Government

1-3

Year

Bond

Index

is

generally

considered

to

be

representative

of

the

average

yield

on

U.S.

government

obligations

having

maturities

between

one

and

three

years.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

7/30/03

7/30/03

7/30/03

5/12/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Bloomberg

U.S.

Government

1-3

Year

Bond

Index

1

One

Year

4.65%

2.32%

3.85%

2.85%

4.21%

4.78%

4.32%

Five

Year

1.77%

1.31%

1.03%

1.03%

1.37%

2.01%

1.28%

Ten

Year

1.41%

1.18%

0.80%

0.80%

0.99%

1.65%

1.04%

7

Victory

High

Yield

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

A

heightened

level

of

volatility

in

the

credit

markets,

despite

much

lower

volatility

in

the

broader

equity

markets,

was

the

biggest

theme

for

2023.

Rate

volatility

specifically

drove

much

of

this,

but

concerns

from

the

regional

banking

crisis,

commercial

real

estate

corrections,

and

speculation

of

how

severe

a

pending

recession

and

default

cycle

would

play

out

all

contributed

to

this

theme.

These

concerns

hit

a

high

mark

in

the

fall

of

2023,

but

reversed

course

just

as

fast

into

the

end

of

2023

on

changing

economic

data

and

outlook.

November’s

inflation

data

continued

to

cool,

economic

growth

was

not

suffering

and

the

U.S.

Federal

Reserve

(the

“Fed”)

finally

signaled

that

this

rate

hiking

cycle

was

finished.

While

this

led

many

to

speculate

when

rate

cuts

would

begin,

more

importantly

for

the

first

time

in

two

years,

both

the

market

and

the

Fed

agreed

that

peak

inflation

and

peak

rates

were

in

the

rear-

view

mirror.

Risk

markets

pivoted

from

their

oversold

levels

in

September

and

October

2023,

to

end

the

year

in

strong

rally

mode.

The

S&P

500

®

Index

returned

26.29%

for

the

year

and

multiple

fixed

income

classes

rebounded

from

their

poor

2022

returns.

The

Bloomberg

U.S.

Aggregate

Bond

Index

returned

5.53%,

the

Bloomberg

U.S.

Corporate

High

Yield

Index

(the

“Index”)

returned

13.45%,

the

Morningstar

LSTA

U.S.

Leveraged

Loan

Index

returned

13.32%,

and

the

10-year

U.S.

Treasury

returned

3.21%.

While

the

current

3.4%

inflation

rate

is

not

the

‘mission

accomplished’

banner-raise

some

wanted,

it

showed

the

Fed

was

comfortable

in

the

current

path.

This

this

last

mile

to

their

target

will

likely

be

bumpy,

however

it

is

being

met

with

good

corporate

fundamentals.

The

least

believed

trend

this

entire

year

has

been

the

healthy

earnings

reports,

and

while

credit

fundamentals

may

be

weaking

from

a

post

COVID

high,

they

are

not

weak

per

se.

We

do

not

believe

that

the

environment

to

end

2023

is

indicative

of

an

immediate

and

severe

recession,

with

full

employment,

default

rates

not

spiking

higher

and

the

lack

of

one

or

two

problem

sectors

leading

us

down.

In

fact,

much

of

the

strength

is

broadly

shared,

with

the

lack

of

speculative

expansion

and

widening

multiples

leading

into

this

period.

We

see

many

of

our

fixed

asset

heavy

sectors

in

supply/demand

balance,

leading

to

their

earnings

strength

and

cautiously

positive

outlooks.

High

yield

bonds

obviously

benefit

from

lower

rates,

and

it

took

this

momentum

along

with

the

mentioned

strong

credit

trends,

lead

to

big

November-December

rally.

While

some

say

it

was

too

much

or

pulled

forward

2024’s

returns,

it

was

also

symmetrical

and

rebounded

at

same

pace

it

sold

off

during

the

third

quarter

of

2023.

This

was

against

the

supporting

backdrop

of

companies

maintaining

margins,

increasing

free

cashflow

generation,

and

often

prepaying

their

debt.

Credit

rating

downgrades

ticked

up

but

did

not

spike

and

are

coming

off

a

big

two-year

upgrade

cycle.

Defaults,

while

modestly

higher,

also

came

in

lower

than

expectations.

All

of

these

played

into

another

theme

of

2023

where

the

first

half

of

the

year

priced

in

a

much

worse

outcome

than

played

out.

How

did

Victory

High

Yield

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

11.49%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Index,

which

returned

13.45%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund’s

management

team

takes

a

bottom-up

and

credit-by-credit

approach

to

evaluating

investments.

We

look

for

companies

with

strong

free

cash

flow,

an

ability

to

maintain

pricing

power,

or

that

have

meaningful

hard

asset

(or

collateral)

value.

Often

this

analysis

can

identify

companies

with

less

risk

and

more

potential

positive

catalysts

than

the

market

is

pricing

in.

We

combine

this

credit

selection

with

our

larger

market

views,

favoring

some

sectors

for

their

cyclical

strength

during

an

economic

rebound

and

others

because

of

more

secular,

long-term

trends.

Our

weightings

in

the

airlines,

gaming,

leisure,

and

energy

sectors

for

example

reflect

this

more

secular

and

positive

macro

view

of

the

market

for

2023.

Diving

deeper,

security

selection

in

the

construction/

building

products

and

healthcare

sectors

also

benefited

performance.

The

Fund

had

exposure

to

some

sectors

that

were

particularly

volatile

at

certain

times

during

the

year.

The

media

and

entertainment

sector

was

a

detraction

from

performance

for

the

year,

but

it

did

follow

the

sequential

trends

of

being

a

contributor

in

the

second

half

and

one

we

believe

can

continue

in

2024.

Security

selection

in

the

retail

sector

also

held

back

relative

performance

for

the

Fund.

As

the

outlook

for

Fed

rate

cuts

to

begin

in

2024

remains

a

supportive

case

for

high

yield,

the

debate

of

the

attractiveness

of

outright

yield

attractiveness

versus

historically

tight

spread

levels

continues.

A

graph

of

these

will

not

tell

the

whole

story,

as

high

yield

is

very

different

today

than

it

has

ever

been

with

a

much

higher

concentration

of

both

BB-rated

securities

and

first

lien

secured

bonds.

The

yield

attractiveness

is

paired

with

prices

that

are

still

below

historical

averages

and

a

shorter

duration

profile.

In

addition,

the

worst-case

recession

scenarios

do

not

look

to

be

playing

out.

Ratings

downgrades

will

most

likely

continue,

8

Victory

High

Yield

Fund

Managers’

Commentary

(continued)

(Unaudited)

and

the

overall

default

rate

likely

remains

in

the

3-6%

level,

but

the

high

yield

market

had

priced

in

much

worse.

Historically,

leveraged

loans

and

high

yield

bonds

have

benefitted

from

points

in

the

cycle

when

a

recession

officially

begins,

often

pricing

in

the

forward

impact

of

this

earlier,

and

the

last

rate

hike

in

a

monetary

tightening

cycle.

Both

events

appear

to

be

in

front

of

us

and

while

it

may

be

difficult

to

repeat

the

asset

class

performance

of

2023,

we

believe

the

high

yield

market

still

holds

a

very

attractive

relative

performance

profile

among

fixed

income

markets.

9

Victory

High

Yield

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

2.25%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

High

Yield

Fund —

Growth

of

$10,000

1

The

unmanaged

Bloomberg

U.S.

Corporate

High

Yield

Bond

Index

measures

the

USD-denominated,

high

yield,

fixed-rate

corporate

bond

market.

Securities

are

classified

as

high

yield

if

the

middle

rating

of

Moody's,

Fitch

and

S&P

is

Ba1/BB+/BB+

or

below.

Bonds

from

issuers

with

an

emerging

markets

country

of

risk,

based

on

the

Bloomberg

EM

country

definition,

are

excluded.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

INCEPTION

DATE

9/1/98

8/7/00

5/15/01

5/12/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Bloomberg

U.S.

Corporate

High

Yield

Bond

Index

1

One

Year

11.49%

9.00%

10.67%

9.67%

11.09%

11.82%

13.45%

Five

Year

3.74%

3.28%

3.04%

3.04%

3.41%

4.05%

5.37%

Ten

Year

3.75%

3.51%

3.18%

3.18%

3.40%

4.04%

4.60%

10

Victory

Tax-Exempt

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Like

most

fixed

income

asset

classes,

the

municipal

market

posted

positive

returns

in

2023.

The

U.S.

Federal

Reserve

(the

“Fed”)

continued

its

rate

hiking

cycle

in

2023

and

raised

the

Fed

funds

interest

rate

by

an

additional

75

basis

points

(a

basis

point

is

1/100th

of

a

percentage

point)

throughout

the

reporting

period.

The

Fed

concluded

2023

with

a

target

policy

rate

of

5.25-5.50%,

keeping

monetary

policy

restrictive

to

combat

inflation.

Higher

rates

drove

higher

yields

throughout

the

year,

peaking

in

October.

Throughout

the

year

performance

was

driven

by

rate

volatility,

starting

weaker

but

concluding

at

a

high

point.

At

the

end

of

the

fourth

quarter,

the

yield

on

the

Bloomberg

Municipal

Bond

Index

(the

“Index”)

was

3.22%,

which

is

a

taxable-equivalent

yield

of

5.43%

(in

the

40.8%

tax

bracket),

providing

what

we

view

as

an

attractive

entry

point

for

investors

into

the

municipal

market.

A

downward

shift

in

the

U.S.

Treasury

yield

curve

and

softening

inflation

drove

a

significant

rally

across

financial

markets

toward

the

end

of

the

year.

While

the

Index

yields

were

close

to

year-over-year

figures,

they

were

pushed

down

after

a

significant

rally

in

November

and

December.

Municipal

flows

were

improved

in

2023,

but

still

remain

in

the

red

for

the

year.

How

did

Victory

Tax-Exempt

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

6.89%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

6.40%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

tends

to

be

more

credit-heavy

than

the

Index,

holding

more

BBB-rated

(the

lowest

category,

highest

risk

level

of

investment

grade)

bonds

than

the

Index.

We

overweight

these

credits

to

provide

additional

tax-free

income

to

our

investors.

BBB-

rated

bonds

rebounded

in

2023,

particularly

in

the

fourth

quarter,

as

their

prices

increased

even

more

than

AAA-rated

bonds.

This

dynamic

helped

drive

the

Fund’s

relative

outperformance

in

2023,

and

we

believe

our

overweight

to

these

bonds

will

continue

to

serve

investors

well

in

the

long

term.

We

remain

committed

to

our

core

competency

of

evaluating,

taking,

and

managing

credit

risk

in

the

municipal

market.

We

continue

to

build

our

portfolios

bond-by-bond,

relying

on

our

assessment

of

fundamental

credit

risk

and

attempting

to

capture

and

distribute

incremental

yield

that

will

drive

higher

long-term

income

to

our

investors.

While

there

might

be

some

volatility

in

the

municipal

market

in

the

short

term,

we

remain

confident

that

the

right

approach

is

to

focus

on

what

matters

in

the

long

term.

11

Victory

Tax-Exempt

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

2.25%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

Tax-Exempt

Fund —

Growth

of

$10,000

1

The

unmanaged

Bloomberg

Municipal

Bond

Index

is

considered

to

be

generally

representative

of investment-grade-municipal

issues

having

remaining

maturities

greater

than

1

year

and

a

national

scope.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

Y

INCEPTION

DATE

2/16/93

8/7/00

5/12/09

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Bloomberg

Municipal

Bond

Index

1

One

Year

6.89%

4.49%

6.05%

5.05%

7.01%

6.40%

Five

Year

2.39%

1.92%

1.58%

1.58%

2.52%

2.25%

Ten

Year

2.99%

2.75%

2.34%

2.34%

3.11%

3.03%

12

Victory

High

Income

Municipal

Bond

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

Like

most

fixed

income

asset

classes,

the

municipal

market

posted

positive

returns

in

2023.

The

U.S.

Federal

Reserve

(the

“Fed”)

continued

its

rate

hiking

cycle

in

2023

and

raised

the

Fed

funds

interest

rate

by

an

additional

75

basis

points

(a

basis

point

is

1/100th

of

a

percentage

point)

throughout

the

reporting

period.

The

Fed

concluded

2023

with

a

target

policy

rate

of

5.25-5.50%,

keeping

monetary

policy

restrictive

to

combat

inflation.

Higher

rates

drove

higher

yields

throughout

the

year,

peaking

in

October.

Throughout

the

year

performance

was

driven

by

rate

volatility,

starting

weaker

but

concluding

at

a

high

point.

At

the

end

of

the

fourth

quarter,

the

yield

on

the

Bloomberg

Municipal

Bond

Index

(the

“Index”)

was

3.22%,

which

is

a

taxable-equivalent

yield

of

5.43%

(in

the

40.8%

tax

bracket),

providing

what

we

view

as

an

attractive

entry

point

for

investors

into

the

municipal

market.

A

downward

shift

in

the

U.S.

Treasury

yield

curve

and

softening

inflation

drove

a

significant

rally

across

financial

markets

toward

the

end

of

the

year.

While

the

Index

yields

were

close

to

year-over-year

figures,

they

were

pushed

down

after

a

significant

rally

in

November

and

December.

Municipal

flows

were

improved

in

2023,

but

still

remain

in

the

red

for

the

year.

How

did

Victory

High

Income

Municipal

Bond

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

7.41%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

6.40%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

tends

to

be

more

credit-heavy

than

the

Index,

holding

more

BBB-rated

(the

lowest

category,

highest

risk

level

of

investment

grade)

bonds

than

the

Index.

We

overweight

these

credits

to

provide

additional

tax-free

income

to

our

investors.

BBB-

rated

bonds

rebounded

in

2023,

particularly

in

the

fourth

quarter,

as

their

prices

increased

even

more

than

AAA-rated

bonds.

This

dynamic

helped

drive

the

Fund’s

relative

outperformance

in

2023,

and

we

believe

our

overweight

to

these

bonds

will

continue

to

serve

investors

well

in

the

long

term.

We

remain

committed

to

our

core

competency

of

evaluating,

taking,

and

managing

credit

risk

in

the

municipal

market.

We

continue

to

build

our

portfolios

bond-by-bond,

relying

on

our

assessment

of

fundamental

credit

risk

and

attempting

to

capture

and

distribute

incremental

yield

that

will

drive

higher

long-term

income

to

our

investors.

While

there

might

be

some

volatility

in

the

municipal

market

in

the

short

term,

we

remain

confident

that

the

right

approach

is

to

focus

on

what

matters

in

the

long

term.

13

Victory

High

Income

Municipal

Bond

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

2.25%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

High

Income

Municipal

Bond

Fund —

Growth

of

$10,000

1

The

unmanaged

Bloomberg

Municipal

Bond

Index

is

considered

to

be

generally

representative

of investment-grade-municipal

issues

having

remaining

maturities

greater

than

1

year

and

a

national

scope.

This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

is

not

possible

to

invest

directly

in

an

index.

2

The

unmanaged

Bloomberg

High

Yield

Municipal

Bond

Index is

an

index

consisting

of

noninvestment-grade,

unrated

or

below

Ba1

bonds.

 This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

Y

Member

Class

INCEPTION

DATE

12/31/09

12/31/09

12/31/09

11/2/20

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Bloomberg

Municipal

Bond

Index

1

Bloomberg

High

Yield

Municipal

Bond

Index

2

One

Year

7.41%

4.98%

6.59%

5.59%

7.77%

7.57%

6.40%

9.21%

Five

Year

2.09%

1.63%

1.32%

1.32%

2.35%

N/A

2.25%

3.49%

Ten

Year

3.55%

3.31%

2.92%

2.92%

3.80%

N/A

3.03%

5.00%

Since

Inception

N/A

N/A

N/A

N/A

N/A

0.55%

N/A

N/A

14

Victory

Floating

Rate

Fund

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

A

heightened

level

of

volatility

in

the

credit

markets,

despite

lower

volatility

in

the

broader

equity

markets,

was

the

biggest

theme

for

2023.

Rate

volatility

specifically

drove

much

of

this,

but

concerns

from

the

regional

banking

crisis,

commercial

real

estate

corrections

and

speculation

of

how

severe

a

pending

recession

and

default

cycle

would

play

out

all

contributed

to

this

theme.

These

concerns

hit

a

high

mark

in

the

fall

of

2023,

but

reversed

course

just

as

fast

into

the

end

of

2023

on

changing

economic

data

and

outlook.

November’s

inflation

data

continued

to

cool,

economic

growth

was

not

suffering,

and

the

U.S.

Federal

Reserve

(the

“Fed”)

finally

signaled

that

this

rate

hiking

cycle

was

finished.

While

this

led

many

to

speculate

when

rate

cuts

would

begin,

more

importantly

for

the

first

time

in

two

years,

both

the

market

and

the

Fed

agreed

that

peak

inflation

and

peak

rates

were

in

the

rear-view

mirror.

Risk

markets

pivoted

from

their

oversold

levels

in

September

and

October

2023,

to

end

the

year

in

strong

rally

mode.

The

S&P

500

®

Index

returned

26.29%

for

the

year

and

multiple

fixed

income

classes

rebounded

from

their

poor

2022

returns.

The

Bloomberg

U.S.

Aggregate

Bond

Index

returned

5.53%,

the

Bloomberg

U.S.

Corporate

High

Yield

Index

returned

13.45%,

the

Morningstar

LSTA

US

Leveraged

Loan

Index

(the

“Index”)

returned

13.32%,

and

the

10-year

U.S.

Treasury

returned

3.2%.

While

the

current

3.4%

inflation

rate

is

not

the

‘mission

accomplished’

banner-raise

some

wanted,

it

showed

the

Fed

was

comfortable

in

the

current

path.

This

last

mile

to

their

target

will

likely

be

bumpy,

however

it

is

being

met

with

good

corporate

fundamentals.

The

least

believed

trend

this

entire

year

has

been

the

healthy

earnings

reports,

and

while

credit

fundamentals

may

be

weaking

from

a

post

COVID

high,

they

are

not

weak

per

se.

We

do

not

believe

that

the

environment

to

end

2023

is

indicative

of

an

immediate

and

severe

recession,

with

full

employment,

default

rates

not

spiking

higher

and

the

lack

of

one

or

two

problem

sectors

leading

us

down.

In

fact,

much

of

the

strength

is

broadly

shared,

with

the

lack

of

speculative

expansion

and

widening

multiples

leading

into

this

period.

We

see

many

of

our

fixed

asset

heavy

sectors

in

supply/demand

balance,

leading

to

their

earnings

strength

and

cautiously

positive

outlooks.

Specifically,

with

regard

to

the

floating

rate

leveraged

loan

market,

historically

high

current

yields

benefitted

from

the

rising

rate

pace

but

were

also

aided

by

these

strong

credit

trends.

We

saw

companies

maintaining

margins,

increasing

free

cashflow

generation,

and

often

prepaying

their

debt.

Credit

rating

downgrades

ticked

up

but

did

not

spike

and

are

coming

off

a

big

two-year

upgrade

cycle.

Defaults,

while

modestly

higher,

also

came

in

lower

than

expectations.

All

of

these

played

into

another

theme

of

2023,

which

was

that

the

first

half

of

the

year

priced

in

a

must

worse

outcome

than

played

out.

How

did

Victory

Floating

Rate

Fund

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

9.04%

(Class

A

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Index,

which

returned

13.32%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund’s

management

team

takes

a

bottom-up

and

credit-by-credit

approach

to

evaluating

investments.

We

look

for

companies

with

strong

free

cash

flow,

an

ability

to

maintain

pricing

power,

or

that

have

meaningful

hard

asset

(or

collateral)

value.

Often

this

analysis

can

identify

companies

with

less

risk

and

more

potential

positive

catalysts

than

the

market

is

pricing

in.

We

combine

this

credit

selection

with

our

larger

market

views,

favoring

some

sectors

for

their

cyclical

strength

during

an

economic

rebound

and

others

because

of

more

secular,

long-term

trends.

Our

weightings

in

the

airlines,

gaming,

leisure,

and

energy

sectors

for

example

reflect

this

more

secular

and

positive

macro

view

of

the

market

for

2023,

along

with

a

modest

allocation

to

high

yield

bonds

despite

being

out

of

benchmark.

Diving

deeper,

security

selection

in

the

construction

and

building

products

sector

also

benefited

performance.

The

Fund

had

exposure

to

some

sectors

that

were

particularly

volatile

at

certain

times

during

the

year.

Health

care

was

a

detraction

from

relative

performance

for

the

year,

but

it

was

a

big

contributor

in

the

second

half,

a

trend

we

believe

can

continue

in

2024.

Securities

in

the

retail

sector

also

held

back

relative

performance

for

the

Fund.

From

a

ratings

perspective,

loan

investments

in

the

lower-rated

categories

detracted

from

relative

performance.

Even

with

the

outlook

for

Fed

rate

cuts

to

begin

in

2024,

we

believe

floating

rate

bank

loans

can

remain

attractive

as

a

result

of

the

starting

yields

they

enter

the

year,

the

total

return

potential

of

where

loans

are

trading

and

the

continued

lower

level

of

volatility.

In

addition,

we

do

not

believe

the

worst-case

recession

scenarios

look

to

be

playing

out.

Ratings

downgrades

will

continue,

the

overall

default

rate

likely

remains

here

in

the

3-6%

level

but

the

high

yield

market

had

priced

in

much

worse.

Historically,

leveraged

loans

and

high

yield

bonds

have

benefitted

from

points

in

the

cycle

when

a

recession

officially

begins,

often

pricing

in

the

forward

impact

of

this

earlier,

and

the

last

rate

hike

in

a

monetary

tightening

cycle.

Both

events

appear

in

front

of

us

and

15

Victory

Floating

Rate

Fund

Managers’

Commentary

(continued)

(Unaudited)

while

it

will

be

difficult

to

repeat

the

asset

class

performance

of

2023,

we

believe

the

high

yield

market

still

holds

a

very

attractive

relative

performance

profile

among

fixed

income

markets.

16

Victory

Floating

Rate

Fund

Investment

Overview

(Unaudited)

The

performance

data

quoted

represents

past

performance

and

current

returns

may

be

lower

or

higher.

The

investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month’s

end,

please

visit

vcm.com.

The

maximum

offering

price ("MOP")

figures

reflect

a

maximum

sales

charge

of

2.25%

for

Class

A.

Class

C

is

not

subject

to

an

initial

sales

charge,

but

is

subject

to

a

contingent

deferred

sales

charge

of

1.00%

on

shares

redeemed

within

one

year

of

purchase.

Net

Asset

Value

("NAV")

does

not

reflect

sales

charges.

Total

return

measures

the

price

change

in

a

share

assuming

the

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any.

The

total

returns

quoted

do

not

reflect

adjustments

made

to

the

enclosed

financial

statements

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

or

the

deduction

of

taxes

that

a

shareholder

would

pay

on

net

investment

income

and

realized

capital

gain

distributions,

including

reinvested

distributions,

or

redemptions

of

shares.

The

total

return

figures

set

forth

above

include

all

waivers

of

fees.

Without

such

fee

waivers,

the

total

returns

would

have

been

lower.

Victory

Floating

Rate

Fund —

Growth

of

$10,000

1

The

unmanaged

Morningstar

LSTA

US

Leveraged

Loan

Index

covers

more

than

1,100

loan

facilities

and

reflects

the

market-value-weighted

performance

of

U.S.

dollar-denominated

institutional

leverages

loans. This

index

does

not

include

the

effect

of

sales

charges,

commissions,

expenses,

or

taxes,

is

not

representative

of

the

Fund,

and

it

is

not

possible

to

invest

directly

in

an

index.

The

graph

reflects

investment

growth

of

a

hypothetical

$10,000

investment

in

the

Fund. The

graph

and

table

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

shares.

Past

performance

is

not

indicative

of

future

results.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

A

Class

C

Class

R

Class

Y

Member

Class

INCEPTION

DATE

12/31/09

12/31/09

12/31/09

12/31/09

11/2/20

Net

Asset

Value

Maximum

Offering

Price

Net

Asset

Value

Contingent

Deferred

Charges

Net

Asset

Value

Net

Asset

Value

Net

Asset

Value

Morningstar

LSTA

US

Leveraged

Loan

Index

1

One

Year

9.04%

6.57%

8.30%

7.30%

8.43%

9.28%

9.20%

13.32%

Five

Year

3.85%

3.38%

3.03%

3.03%

3.28%

4.06%

N/A

5.78%

Ten

Year

3.10%

2.86%

2.44%

2.44%

2.53%

3.32%

N/A

4.41%

Since

Inception

N/A

N/A

N/A

N/A

N/A

N/A

3.20%

N/A

17

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

a

high

level

of current

income

consistent

with

preservation

of

capital.

Asset

Allocation*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Percentages

are

of

the

net

assets

of

the

Fund

and

may

not

equal

100%.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

18

Victory

Portfolios

Victory

High

Yield

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

current

income.

Capital

appreciation

is

a

secondary

objective.

Asset

Allocation*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Percentages

are

of

the

net

assets

of

the

Fund

and

may

not

equal

100%.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

**

Other

includes

the

remaining

sectors

which

are

each

under

2%

of

the

net

assets

of

the

Fund.

19

Victory

Portfolios

Victory

Tax-Exempt

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

maximize

current

income

exempt

from

federal

income

taxes,

consistent

with

the

preservation

of

capital.

Asset

Allocation*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Percentages

are

of

the

net

assets

of

the

Fund

and

may

not

equal

100%.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

20

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

a

high

current

income

exempt

from

federal

income

tax

with

a

secondary

objective

of

capital

appreciation.

Asset

Allocation*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Percentages

are

of

the

net

assets

of

the

Fund

and

may

not

equal

100%.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

21

Victory

Portfolios

Victory

Floating

Rate

Fund

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

a

high

level

of

current

income.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Cumulus

Media

New

Holdings,

Inc.,

Initial

Term

Loan,

First

Lien,

9.14%

(SOFR03M+375bps),

3/31/26

1.7%

Traverse

Midstream

Partners

LLC,

Advance,

First

Lien,

9.14%

(SOFR03M+375bps),

2/16/28

1.7%

Bally's

Corp.,

Term

B

Facility

Loans,

First

Lien,

8.67%

(SOFR03M+325bps),

10/2/28

1.7%

Hertz

Corp.,

Initial

Term

B

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

6/30/28

1.6%

Cloud

Software

Group,

Inc.,

3/30/29

1.6%

Sinclair

Television

Group,

Inc.,

Term

Loan

B-3,

First

Lien,

8.35%

(SOFR01M+300bps),

4/3/28

1.5%

WestJet

Airlines

Ltd.,

Initial

Term

Loan,

First

Lien,

8.36%

(SOFR01M+300bps),

12/11/26

1.5%

AAdvantage

Loyalty

IP

Ltd.,

Initial

Term

Loan,

First

Lien,

10.17%

(SOFR03M+475bps),

4/20/28

1.4%

Caesars

Entertainment,

Inc.,

2023

Incremental

Term

B

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

2/6/30

1.3%

Delek

U.S.

Holdings,

Inc.,

TLB,

First

Lien,

8.85%

(SOFR01M+350bps),

11/19/29

1.3%

Consumer

Discretionary

26.0%

Financials

25.6%

Industrials

14.8%

Health

Care

8.5%

Communication

Services

8.2%

Energy

5.7%

Consumer

Staples

3.2%

Information

Technology

2.8%

Materials

0.9%

Real

Estate

0.9%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

22

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Asset-Backed

Securities

(21.2%)

ABS

Auto

(16.9%):

AmeriCredit

Automobile

Receivables

Trust,

Series

2021-1,

Class

C,

0.89%,

10/19/26,

Callable

6/18/25

@

100

.....................................................

$

1,815,000

$

1,732,022

Avis

Budget

Rental

Car

Funding

AESOP

LLC,

Series

2023-8A,

Class

B,

6.66%,

2/20/30(a)

..

750,000

768,168

CarMax

Auto

Owner

Trust,

Series

2020-4,

Class

B,

0.85%,

6/15/26,

Callable

12/15/24

@

100

434,000

415,002

Chesapeake

Funding

II

LLC

...............................................

Series

2023-2A,

Class

A1,

6.16%,

10/15/35,

Callable

7/15/26

@

100(a)

............

238,371

240,468

Series

2023-2A,

Class

C,

6.15%,

10/15/35,

Callable

7/15/26

@

100(a)

.............

382,000

387,935

Drive

Auto

Receivables

Trust,

Series

2021-2,

Class

D,

1.39%,

3/15/29,

Callable

7/15/25

@

100

500,000

470,843

DT

Auto

Owner

Trust,

Series

2020-1A,

Class

E,

3.48%,

2/16/27,

Callable

9/15/24

@

100(a)

.

500,000

488,573

Ent

Auto

Receivables

Trust,

Series

2023-1A,

Class

A4,

6.26%,

11/15/29,

Callable

6/15/28

@

100(a)

...........................................................

250,000

253,843

Enterprise

Fleet

Financing

LLC,

Series

2023-3,

Class

A3,

6.41%,

6/20/30,

Callable

9/20/27

@

100(a)

...........................................................

500,000

520,832

Ford

Credit

Auto

Lease

Trust

..............................................

Series

2023-B,

Class

B,

6.20%,

2/15/27,

Callable

4/15/26

@

100

.................

250,000

252,930

Series

2023-B,

Class

C,

6.43%,

4/15/27,

Callable

4/15/26

@

100

.................

393,000

398,539

Foursight

Capital

Automobile

Receivables

Trust,

Series

2023-1,

Class

A3,

5.39%,

12/15/27,

Callable

7/15/26

@

100(a)

............................................

1,460,000

1,454,173

GLS

Auto

Select

Receivables

Trust,

Series

2023-2A,

Class

C,

7.31%,

1/15/30,

Callable

8/15/28

@

100(a)

.........................................................

500,000

520,772

GM

Financial

Automobile

Leasing

Trust,

Series

2022-1,

Class

C,

2.64%,

2/20/26,

Callable

7/20/24

@

100

.....................................................

750,000

735,972

GM

Financial

Consumer

Automobile

Receivables

Trust,

Series

2021-2,

Class

C,

1.28%,

1/19/27,

Callable

5/16/25

@

100

........................................

886,000

834,567

Hertz

Vehicle

Financing

III

LLC,

Series

2023-3A,

Class

B,

6.53%,

2/25/28(a)

...........

750,000

761,394

JPMorgan

Chase

Bank

NA,

Series

2021-2,

Class

B,

0.89%,

12/26/28,

Callable

10/25/25

@

100(a)

...........................................................

171,682

167,828

LAD

Auto

Receivables

Trust,

Series

2023-4A,

Class

B,

6.39%,

10/16/28,

Callable

6/15/26

@

100(a)

...........................................................

350,000

356,431

Merchants

Fleet

Funding

LLC,

Series

2023-1A,

Class

A,

7.21%,

5/20/36(a)

.............

500,000

506,520

OCCU

Auto

Receivables

Trust,

Series

2023-1A,

Class

A4,

6.29%,

9/17/29,

Callable

4/15/28

@

100(a)

...........................................................

462,500

470,161

Santander

Bank

Auto

Credit-Linked

Notes,

Series

2023-A,

Class

D,

7.08%,

6/15/33,

Callable

7/15/27

@

100(a)

...................................................

356,953

358,137

Santander

Drive

Auto

Receivables

Trust

.......................................

Series

2021-2,

Class

C,

0.90%,

6/15/26,

Callable

6/15/25

@

100

.................

150,696

150,103

Series

2021-3,

Class

C,

0.95%,

9/15/27,

Callable

7/15/25

@

100

.................

366,561

363,142

Series

2022-2,

Class

B,

3.44%,

9/15/27,

Callable

1/15/26

@

100

.................

750,000

735,239

Series

2023-1,

Class

B,

4.98%,

2/15/28,

Callable

5/15/26

@

100

.................

550,000

545,688

Santander

Retail

Auto

Lease

Trust,

Series

2021-A,

Class

C,

1.14%,

3/20/26,

Callable

4/20/24

@

100(a)

.........................................................

2,200,000

2,182,235

SCCU

Auto

Receivables

Trust

..............................................

Series

2023-1A,

Class

A4,

5.70%,

8/15/29,

Callable

2/15/28

@

100(a)

.............

225,000

226,699

Series

2023-1A,

Class

B,

6.08%,

11/15/29,

Callable

2/15/28

@

100(a)

.............

250,000

252,257

Tesla

Auto

Lease

Trust,

Series

2023-B,

Class

A4,

6.22%,

3/22/27,

Callable

1/20/26

@

100(a)

223,000

227,467

U.S.

Bank

NA,

Series

2023-1,

Class

B,

6.79%,

8/25/32,

Callable

8/25/26

@

100(a)

........

465,000

466,721

United

Auto

Credit

Securitization

Trust,

Series

2022-1,

Class

C,

2.61%,

6/10/27,

Callable

12/10/25

@

100(a)

..................................................

293,764

292,475

Westlake

Automobile

Receivables

Trust

.......................................

Series

2020-3A,

Class

E,

3.34%,

6/15/26,

Callable

8/15/24

@

100(a)

..............

500,000

488,152

Series

2021-1A,

Class

C,

0.95%,

3/16/26,

Callable

2/15/25

@

100(a)

..............

593,623

587,865

Series

2021-2A,

Class

C,

0.89%,

7/15/26,

Callable

7/15/25

@

100(a)

..............

1,223,000

1,199,607

Series

2022-1A,

Class

C,

3.11%,

3/15/27,

Callable

9/15/25

@

100(a)

..............

1,000,000

975,869

Series

2023-1A,

Class

B,

5.41%,

1/18/28,

Callable

6/15/26

@

100(a)

..............

750,000

746,708

Series

2023-2A,

Class

B,

6.14%,

3/15/28,

Callable

7/15/26

@

100(a)

..............

1,500,000

1,510,095

23,045,432

ABS

Card

(0.4%):

Trillium

Credit

Card

Trust

II,

Series

2023-3A,

Class

B,

6.26%,

8/26/28(a)

..............

500,000

505,073

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

23

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

ABS

Other

(3.9%):

Auxilior

Term

Funding

LLC,

Series

2023-1A,

Class

B,

6.05%,

6/17/30,

Callable

2/15/28

@

100(a)

...........................................................

$

206,000

$

206,825

CARS-DB7

LP,

Series

2023-1A,

Class

A1,

5.75%,

9/15/53,

Callable

9/15/28

@

100(a)

.....

495,000

493,758

CCG

Receivables

Trust

...................................................

Series

2021-2,

Class

C,

1.50%,

3/14/29,

Callable

6/14/25

@

100(a)

...............

500,000

470,013

Series

2023-2,

Class

C,

6.45%,

4/14/32,

Callable

12/14/27

@

100(a)

..............

500,000

511,213

CP

EF

Asset

Securitization

II

LLC,

Series

2023-1A,

Class

A,

7.48%,

3/15/32,

Callable

6/15/27

@

100(a)

.........................................................

238,539

239,422

Daimler

Trucks

Retail

Trust,

Series

2023-1,

Class

A3,

5.90%,

3/15/27,

Callable

11/15/26

@

100

.............................................................

600,000

607,796

Dell

Equipment

Finance

Trust,

Series

2023-3,

Class

B,

6.05%,

4/23/29,

Callable

3/22/26

@

100(a)

...........................................................

250,000

252,714

Dext

ABS

LLC,

Series

2023-2,

Class

B,

6.41%,

5/15/34,

Callable

3/15/27

@

100(a)

.......

250,000

253,049

Granite

Park

Equipment

Leasing

LLC

........................................

Series

2023-1A,

Class

A2,

6.51%,

5/20/30(a)

...............................

500,000

505,667

Series

2023-1A,

Class

A3,

6.46%,

9/20/32,

Callable

8/20/30

@

100(a)

.............

250,000

259,220

HPEFS

Equipment

Trust,

Series

2023-2A,

Class

C,

6.48%,

1/21/31,

Callable

9/20/26

@

100(a)

750,000

757,906

SCF

Equipment

Leasing

LLC,

Series

2019-2A,

Class

C,

3.11%,

6/21/27,

Callable

9/20/24

@

100(a)

...........................................................

300,000

294,008

Vantage

Data

Centers

Issuer

LLC,

Series

2019-1A,

Class

A2,

3.19%,

7/15/44,

Callable

1/15/24

@

100(a)

.........................................................

478,333

469,592

5,321,183

Total

Asset-Backed

Securities

(Cost

$28,872,391)

28,871,688

Collateralized

Mortgage

Obligations

(23.9%)

Agency

CMO

Other

(3.1%):

Federal

Home

Loan

Mortgage

Corporation,

Series

5270,

Class

AB,

5.50%,

1/25/49

........

481,172

486,640

Federal

National

Mortgage

Association

.......................................

Series

2011-21,

Class

PA,

4.50%,

5/25/40

.................................

839,539

832,836

Series

2022-88,

Class

BA,

5.50%,

7/25/47

.................................

695,376

700,940

Government

National

Mortgage

Association

....................................

Series

2023-107,

Class

PA,

5.50%,

1/20/46

................................

736,723

744,743

Series

2023-128,

Class

KA,

6.00%,

6/20/47

................................

490,706

496,124

Series

2023-131,

Class

P,

5.50%,

6/20/48

..................................

496,238

494,132

Series

2023-168,

Class

GB,

6.00%,

2/20/50

................................

499,376

503,496

4,258,911

Commercial

MBS

(20.8%):

Banc

of

America

Commercial

Mortgage

Trust,

Series

2015-UBS7,

Class

A4,

3.71%,

9/15/48,

Callable

9/15/25

@

100

..............................................

1,000,000

961,917

Bank,

Series

2017-BNK9,

Class

A3,

3.28%,

11/15/54,

Callable

12/15/29

@

100

..........

821,746

780,165

CFCRE

Commercial

Mortgage

Trust

.........................................

Series

2016-C3,

Class

A2,

3.60%,

1/10/48,

Callable

1/10/26

@

100

...............

494,860

476,292

Series

2016-C3,

Class

A3,

3.87%,

1/10/48,

Callable

1/10/26

@

100

...............

925,000

889,081

Series

2016-C4,

Class

A4,

3.28%,

5/10/58,

Callable

5/10/26

@

100

...............

489,000

463,496

Citigroup

Commercial

Mortgage

Trust

........................................

Series

2015-GC29,

Class

A4,

3.19%,

4/10/48,

Callable

4/10/25

@

100

.............

500,000

483,817

Series

2015-GC33,

Class

A4,

3.78%,

9/10/58,

Callable

5/10/26

@

100

.............

1,502,000

1,440,996

Series

2015-P1,

Class

A5,

3.72%,

9/15/48,

Callable

5/15/26

@

100

...............

500,000

482,702

Series

2016-P4,

Class

A4,

2.90%,

7/10/49,

Callable

7/10/26

@

100

...............

1,226,000

1,148,528

COMM

Mortgage

Trust,

Series

2015-CR25,

Class

A4,

3.76%,

8/10/48,

Callable

8/10/25

@

100

.............................................................

1,219,000

1,179,497

CSAIL

Commercial

Mortgage

Trust

.........................................

Series

2015-C2,

Class

A4,

3.50%,

6/15/57,

Callable

5/15/25

@

100

...............

667,000

647,099

Series

2015-C3,

Class

A4,

3.72%,

8/15/48,

Callable

8/15/25

@

100

...............

1,280,899

1,233,696

Series

2015-C4,

Class

A4,

3.81%,

11/15/48,

Callable

11/15/25

@

100

.............

832,000

804,246

Series

2016-C6,

Class

A5,

3.09%,

1/15/49,

Callable

5/15/26

@

100

...............

696,000

659,913

GS

Mortgage

Securities

Trust

..............................................

Series

2015-GC30,

Class

A4,

3.38%,

5/10/50,

Callable

5/10/25

@

100

.............

1,624,000

1,567,545

Series

2015-GC32,

Class

A4,

3.76%,

7/10/48,

Callable

7/10/25

@

100

.............

1,098,000

1,064,922

Series

2016-GS2,

Class

A4,

3.05%,

5/10/49,

Callable

5/10/26

@

100

..............

1,778,000

1,682,303

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

24

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

JPMBB

Commercial

Mortgage

Securities

Trust

.................................

Series

2015-C28,

Class

A4,

3.23%,

10/15/48,

Callable

4/15/25

@

100

.............

$

1,191,000

$

1,148,308

Series

2015-C31,

Class

A3,

3.80%,

8/15/48,

Callable

8/15/25

@

100

..............

435,551

418,388

Series

2015-C33,

Class

A4,

3.77%,

12/15/48,

Callable

11/15/25

@

100

............

1,250,000

1,204,057

Series

2016-C1,

Class

A5,

3.58%,

3/17/49,

Callable

2/15/26

@

100

...............

1,950,000

1,864,786

Morgan

Stanley

Bank

of

America

Merrill

Lynch

Trust,

Series

2016-C29,

Class

A4,

3.33%,

5/15/49,

Callable

5/15/26

@

100

........................................

2,018,000

1,922,123

Wells

Fargo

Commercial

Mortgage

Trust

......................................

Series

2015-C28,

Class

A4,

3.54%,

5/15/48,

Callable

5/15/25

@

100

..............

942,000

912,298

Series

2015-C29,

Class

A4,

3.64%,

6/15/48,

Callable

6/15/25

@

100

..............

1,097,000

1,060,913

Series

2015-C30,

Class

A4,

3.66%,

9/15/58,

Callable

8/15/25

@

100

..............

498,000

481,061

Series

2015-C31,

Class

A4,

3.70%,

11/15/48,

Callable

11/15/25

@

100

............

1,250,000

1,204,410

Series

2015-P2,

Class

A4,

3.81%,

12/15/48,

Callable

12/15/25

@

100

.............

532,000

512,913

Series

2016-NXS6,

Class

A4,

2.92%,

11/15/49,

Callable

10/15/26

@

100

...........

1,690,000

1,584,089

28,279,561

Private

CMO

Other

(0.0%):(b)

GSR

Mortgage

Loan

Trust,

Series

2004-15F,

Class

5A1,

5.50%,

1/25/20

...............

14,427

13,045

Total

Collateralized

Mortgage

Obligations

(Cost

$33,338,962)

32,551,517

Corporate

Bonds

(31.7%)

Communication

Services

(1.6%):

Charter

Communications

Operating

LLC/Charter

Communications

Operating

Capital,

4.50%,

2/1/24,

Callable

1/22/24

@

100

.........................................

496,000

495,275

Fox

Corp.,

4.03%,

1/25/24,

Callable

1/16/24

@

100

..............................

1,388,000

1,386,170

Verizon

Communications,

Inc.,

3.38%,

2/15/25

..................................

354,000

347,485

2,228,930

Consumer

Discretionary

(1.1%):

General

Motors

Financial

Co.,

Inc.,

5.40%,

4/6/26

...............................

934,000

940,477

Nissan

Motor

Acceptance

Co.

LLC,

6.95%,

9/15/26(a)

............................

500,000

516,899

1,457,376

Consumer

Staples

(2.6%):

Altria

Group,

Inc.,

4.40%,

2/14/26,

Callable

12/14/25

@

100

........................

322,000

319,023

Molson

Coors

Beverage

Co.,

3.00%,

7/15/26,

Callable

4/15/26

@

100

.................

800,000

766,019

Philip

Morris

International,

Inc.,

4.88%,

2/13/26

.................................

1,260,000

1,263,576

Tyson

Foods,

Inc.,

3.95%,

8/15/24,

Callable

5/15/24

@

100

.........................

1,170,000

1,156,431

3,505,049

Energy

(0.7%):

Pioneer

Natural

Resources

Co.,

5.10%,

3/29/26

.................................

945,000

951,617

Financials

(14.0%):

American

Express

Co.,

4.90%,

2/13/26,

Callable

1/13/26

@

100

.....................

760,000

761,687

Ameriprise

Financial,

Inc.,

5.70%,

12/15/28,

Callable

11/15/28

@

100

.................

350,000

366,911

Aviation

Capital

Group

LLC,

6.75%,

10/25/28,

Callable

9/25/28

@

100(a)

..............

500,000

520,960

Bank

of

America

Corp.

4.20%,

8/26/24,

MTN

................................................

519,000

513,667

6.44%

(SOFR+105bps),

2/4/28,

Callable

2/4/27

@

100(c)

......................

1,016,000

1,005,704

Capital

One

Financial

Corp.

3.30%,

10/30/24,

Callable

9/30/24

@

100

.................................

684,000

672,352

2.64%

(SOFR+129bps),

3/3/26,

Callable

3/3/25

@

100(c)

......................

814,000

780,056

Citigroup,

Inc.,

3.11%

(SOFR+284bps),

4/8/26,

Callable

4/8/25

@

100(c)

..............

1,272,000

1,236,802

Citizens

Bank

NA,

6.06%

(SOFR+145bps),

10/24/25,

Callable

10/24/24

@

100(c)

........

600,000

585,756

Corebridge

Global

Funding,

5.90%,

9/19/28(a)

..................................

500,000

516,310

Fifth

Third

Bancorp,

3.65%,

1/25/24,

Callable

1/16/24

@

100

.......................

799,000

797,664

Ford

Motor

Credit

Co.

LLC,

3.82%,

11/2/27,

Callable

8/2/27

@

100

..................

500,000

466,537

JPMorgan

Chase

&

Co.,

6.59%

(SOFR+118bps),

2/24/28,

Callable

2/24/27

@

100(c)(d)

....

1,350,000

1,349,630

KeyCorp.,

3.88%

(SOFRINDX+125bps),

5/23/25,

Callable

5/23/24

@

100,

MTN(c)

.......

350,000

342,183

Metropolitan

Life

Global

Funding

I,

5.40%,

9/12/28(a)

............................

500,000

514,805

New

York

Life

Global

Funding,

5.45%,

9/18/26(a)

...............................

500,000

511,477

Protective

Life

Global

Funding,

5.47%,

12/8/28(a)

...............................

400,000

410,926

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

25

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

RGA

Global

Funding,

6.00%,

11/21/28(a)

.....................................

$

400,000

$

414,448

State

Street

Corp.,

5.75%

(SOFR+135bps),

11/4/26,

Callable

11/4/25

@

100(c)

...........

1,407,000

1,424,247

The

Bank

of

New

York

Mellon

Corp.,

4.41%

(SOFR+135bps),

7/24/26,

Callable

7/24/25

@

100(c)

...........................................................

1,783,000

1,764,144

The

Goldman

Sachs

Group,

Inc.,

7.27%

(SOFR+185bps),

3/15/28,

Callable

3/15/27

@

100(c)

500,000

504,365

The

Huntington

National

Bank,

5.70%

(SOFR+122bps),

11/18/25,

Callable

11/18/24

@

100(c)

500,000

496,093

The

PNC

Financial

Services

Group,

Inc.,

5.35%

(SOFR+162bps),

12/2/28,

Callable

12/2/27

@

100(c)

...........................................................

500,000

506,105

Truist

Bank,

3.80%,

10/30/26,

Callable

9/30/26

@

100

............................

500,000

478,257

UL

Solutions,

Inc.,

6.50%,

10/20/28,

Callable

9/20/28

@

100(a)

.....................

500,000

525,347

US

Bancorp,

4.55%

(SOFR+166bps),

7/22/28,

Callable

7/22/27

@

100(c)

..............

500,000

492,818

Wells

Fargo

&

Co.

0.81%

(SOFR+51bps),

5/19/25,

Callable

5/19/24

@

100,

MTN(c)

................

585,000

573,502

2.41%

(TSFR3M+109bps),

10/30/25,

Callable

10/30/24

@

100,

MTN(c)

...........

577,000

561,785

19,094,538

Health

Care

(2.3%):

Amgen,

Inc.,

5.51%,

3/2/26,

Callable

3/2/24

@

100

..............................

755,000

755,338

Centene

Corp.,

4.25%,

12/15/27,

Callable

1/22/24

@

101.42

........................

621,000

599,799

Humana,

Inc.,

5.70%,

3/13/26,

Callable

3/13/24

@

100

............................

932,000

932,737

Universal

Health

Services,

Inc.,

1.65%,

9/1/26,

Callable

8/1/26

@

100

.................

937,000

852,371

3,140,245

Industrials

(0.8%):

American

Airlines

Pass

Through

Trust,

3.60%,

9/22/27

............................

773,647

712,539

United

Airlines

Pass

Through

Trust,

3.45%,

12/1/27

..............................

333,973

310,174

1,022,713

Information

Technology

(4.5%):

Arrow

Electronics,

Inc.,

6.13%,

3/1/26,

Callable

3/1/24

@

100

......................

1,517,000

1,519,154

Broadcom

Corp./Broadcom

Cayman

Finance

Ltd.,

3.63%,

1/15/24

....................

2,175,000

2,173,116

Cadence

Design

Systems,

Inc.,

4.38%,

10/15/24,

Callable

7/15/24

@

100

...............

1,173,000

1,160,699

KLA

Corp.,

4.65%,

11/1/24,

Callable

8/1/24

@

100

..............................

144,000

143,109

Micron

Technology,

Inc.,

4.98%,

2/6/26,

Callable

12/6/25

@

100

.....................

1,200,000

1,200,892

6,196,970

Real

Estate

(2.1%):

Equinix,

Inc.,

1.25%,

7/15/25,

Callable

6/15/25

@

100

............................

700,000

659,151

GLP

Capital

LP/GLP

Financing

II,

Inc.,

5.38%,

4/15/26,

Callable

1/15/26

@

100

.........

500,000

497,736

Regency

Centers

LP,

3.90%,

11/1/25,

Callable

8/1/25

@

100

........................

1,194,000

1,156,595

Retail

Opportunity

Investments

Partnership

LP,

6.75%,

10/15/28,

Callable

9/15/28

@

100

...

500,000

525,764

2,839,246

Utilities

(2.0%):

Ameren

Corp.,

2.50%,

9/15/24,

Callable

8/15/24

@

100

...........................

588,000

575,045

Exelon

Corp.,

3.95%,

6/15/25,

Callable

3/15/25

@

100

............................

591,000

581,083

Pinnacle

West

Capital

Corp.,

1.30%,

6/15/25,

Callable

5/15/25

@

100

.................

800,000

753,499

WEC

Energy

Group,

Inc.,

5.00%,

9/27/25,

Callable

8/27/25

@

100

...................

870,000

869,104

2,778,731

Total

Corporate

Bonds

(Cost

$43,370,115)

43,215,415

Yankee

Dollars

(11.8%)

Energy

(1.2%):

Canadian

Natural

Resources

Ltd.,

3.80%,

4/15/24,

Callable

2/5/24

@

100

...............

1,180,000

1,172,580

Var

Energi

ASA,

7.50%,

1/15/28,

Callable

12/15/27

@

100(a)

.......................

500,000

531,452

1,704,032

Financials

(7.5%):

ABN

AMRO

Bank

NV,

6.34%

(H15T1Y+165bps),

9/18/27,

Callable

9/18/26

@

100(a)(c)

...

720,000

734,952

AerCap

Ireland

Capital

DAC/AerCap

Global

Aviation

Trust,

1.75%,

1/30/26,

Callable

12/30/25

@

100

...........................................................

1,100,000

1,022,864

Bank

of

Montreal,

5.72%,

9/25/28,

Callable

8/25/28

@

100

.........................

500,000

518,335

Barclays

PLC,

6.49%

(SOFR+222bps),

9/13/29,

Callable

9/13/28

@

100(c)

.............

750,000

782,232

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

26

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Canadian

Imperial

Bank

of

Commerce,

5.93%,

10/2/26

............................

$

500,000

$

514,035

Danske

Bank

A/S,

6.26%

(H15T1Y+118bps),

9/22/26,

Callable

9/22/25

@

100(a)(c)

.......

750,000

762,139

Nationwide

Building

Society,

6.56%

(SOFR+191bps),

10/18/27,

Callable

10/18/26

@

100(a)(c)

.........................................................

500,000

517,428

Pfizer

Investment

Enterprises

Pte

Ltd.,

4.45%,

5/19/26,

Callable

4/19/26

@

100

..........

1,275,000

1,271,511

Phoenix

Group

Holdings

PLC,

5.38%,

7/6/27,

MTN

..............................

500,000

477,339

Svenska

Handelsbanken

AB,

5.50%,

6/15/28(a)

.................................

750,000

762,058

Swedbank

AB,

6.14%,

9/12/26(a)

...........................................

500,000

510,399

The

Toronto-Dominion

Bank,

2.35%,

3/8/24

...................................

1,359,000

1,350,917

UBS

Group

AG,

4.28%,

1/9/28,

Callable

1/9/27

@

100(a)

..........................

1,000,000

966,830

10,191,039

Industrials

(0.4%):

Element

Fleet

Management

Corp.,

6.32%,

12/4/28,

Callable

11/4/28

@

100(a)

...........

500,000

516,388

Information

Technology

(1.1%):

NXP

BV/NXP

Funding

LLC,

5.35%,

3/1/26,

Callable

1/1/26

@

100

..................

1,000,000

1,004,567

Open

Text

Corp.,

6.90%,

12/1/27,

Callable

11/1/27

@

100(a)

........................

500,000

520,540

1,525,107

Materials

(1.1%):

Anglo

American

Capital

PLC,

3.63%,

9/11/24(a)

................................

880,000

865,772

OCI

NV,

4.63%,

10/15/25,

Callable

2/5/24

@

101.16(a)

...........................

590,000

574,899

1,440,671

Utilities

(0.5%):

Enel

Generacion

Chile

SA,

4.25%,

4/15/24,

Callable

2/5/24

@

100

...................

655,000

650,754

Total

Yankee

Dollars

(Cost

$15,926,435)

16,027,991

U.S.

Government

Agency

Mortgages

(2.0%)

Federal

Home

Loan

Mortgage

Corporation

5.00%,

8/1/40

.....................................................

338,378

345,525

5.50%,

10/1/38

....................................................

461,320

467,485

7.00%,

9/1/38

.....................................................

1,951

2,135

815,145

Federal

National

Mortgage

Association

5.00%,

2/1/41

-

10/1/41

..............................................

1,350,378

1,375,541

6.00%,

2/1/37

.....................................................

544,398

570,347

1,945,888

Total

U.S.

Government

Agency

Mortgages

(Cost

$2,910,871)

2,761,033

U.S.

Treasury

Obligations

(7.7%)

U.S.

Treasury

Notes

4.50%,

11/30/24

....................................................

1,500,000

1,494,668

3.50%,

9/15/25

....................................................

6,875,000

6,774,561

4.50%,

7/15/26

....................................................

1,000,000

1,009,453

4.63%,

10/15/26

....................................................

1,250,000

1,268,848

Total

U.S.

Treasury

Obligations

(Cost

$10,499,291)

10,547,530

Commercial

Paper

(0.4%)

Financials

(0.4%):

Hyundai

Capital

America,

Inc.,

5.46%,

1/4/24(a)(e)

..............................

500,000

499,550

Total

Commercial

Paper

(Cost

$499,773)

499,550

Shares

Collateral

for

Securities

Loaned

(0.1%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares,

5.25%(f)

........

25,750

25,750

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares,

5.30%(f)

............

25,750

25,750

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

27

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares,

5.28%(f)

................

25,750

$

25,750

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares,

5.26%(f)

.

25,750

25,750

Total

Collateral

for

Securities

Loaned

(Cost

$103,000)

103,000

Total

Investments

(Cost

$135,520,838)

—

98.8%

134,577,724

Other

assets

in

excess

of

liabilities

—

1.2%

1,648,826

NET

ASSETS

-

100.00%

$

136,226,550

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

12.1%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$33,323,424

and

amounted

to

24.5%

of

net

assets.

(b)

Amount

represents

less

than

0.05%

of

net

assets.

(c)

Variable

or

Floating-Rate

Security.

Rate

disclosed

is

as

of

December

31,

2023.

(d)

All

or

a

portion

of

this

security

is

on

loan.

(e)

Rate

represents

the

effective

yield

at

December

31,

2023.

(f)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

ABS

—

Asset-Backed

Securities

bps

—

Basis

points

CMO

—

Collateralized

Mortgage

Obligations

H15T1Y

—

1

Year

Treasury

Constant

Maturity

Rate,

rate

disclosed

as

of

December

31,

2023.

LLC

—

Limited

Liability

Company

LP

—

Limited

Partnership

MBS

—

Mortgage-Backed

Securities

MTN

—

Medium

Term

Note

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFRINDX

—

United

States

SOFR

Compounded

Index,

rate

disclosed

as

of  December

31,

2023.

TSFR3M

—

3

month

Term

SOFR,

rate

disclosed

as

of

December

31,

2023.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

High

Yield

Fund

28

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(0.5%)

Consumer

Discretionary

(0.3%):

Men's

Wearhouse,

Inc.(a)(b)

...............................................

31,563

$

489,226

Health

Care

(0.2%):

Air

Methods

Corp.(a)(b)

..................................................

11,817

307,242

Covis

Parent

SCA,

Class

A

Shares(a)(c)

.......................................

1,622

—

Covis

Parent

SCA,

Class

B

Shares(a)(c)

.......................................

1,622

—

Covis

Parent

SCA,

Class

C

Shares(a)(c)

.......................................

1,622

—

Covis

Parent

SCA,

Class

D

Shares(a)(c)

.......................................

1,622

—

Covis

Parent

SCA,

Class

E

Shares(a)(c)

.......................................

1,622

—

307,242

Total

Common

Stocks

(Cost

$265,789)

796,468

Principal

Amount

Senior

Secured

Loans

(9.8%)

Consumer

Discretionary

(3.3%):

Carnival

Corp.,

Initial

Advance,

First

Lien,

8.36%

(SOFR01M+300bps),

8/9/27(d)

........

$

646,750

647,287

Clear

Channel

Outdoor

Holdings,

Inc.,

Term

B

Loan,

First

Lien,

8.88%

(SOFR03M+350bps),

8/21/26(d)

........................................................

1,539,675

1,521,707

Jo-Ann

Stores

LLC,

Term

B-1

Loan,

First

Lien,

10.13%

(SOFR03M+475bps),

6/30/28(d)

...

1,550,771

70,886

Petco

Health

&

Wellness

Co.,

Inc.,

Initial

Term

Loans,

First

Lien,

8.64%

(SOFR03M+325bps),

3/6/28(d)

.........................................................

1,074,297

1,013,384

The

Michaels

Cos.,

Inc.,

Term

B

Loans,

First

Lien,

9.90%

(SOFR01M+425bps),

4/15/28(d)

.

927,819

767,306

WestJet

Airlines

Ltd.,

Initial

Term

Loan,

First

Lien,

8.36%

(SOFR01M+300bps),

12/11/26(d)

1,790,698

1,785,379

5,805,949

Energy

(0.9%):

Traverse

Midstream

Partners

LLC,

Advance,

First

Lien,

9.14%

(SOFR03M+375bps),

2/16/28(d)

........................................................

1,703,690

1,702,974

Financials

(2.8%):

Arches

Buyer,

Inc.,

New

Term

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

12/6/27(d)

....

1,000,000

976,390

Covis

Pharma

Holdings

S.a.r.l,

Dollar

Term

B

Loans,

First

Lien,

11.89%

(SOFR03M+650bps),

2/18/27(d)

........................................................

1,996,016

1,405,954

Diamond

Sports

Group

LLC,

Term

Loan,

First

Lien,

DIP

Loan,

15.36%

(SOFR01M+1000bps),

5/25/26(d)(e)

......................................................

519,695

376,779

Diamond

Sports

Group

LLC,

Term

Loan,

Second

Lien,

10.61%

(SOFR01M+525bps),

8/24/26(d)(e)

......................................................

7,004,250

276,668

Fertitta

Entertainment

LLC,

Initial

B

Term

Loan,

First

Lien,

9.35%

(SOFR01M+400bps),

1/27/29(d)

........................................................

857,666

857,486

Knight

Health

Holdings

LLC,

Term

B

Loans,

First

Lien,

10.60%

(SOFR01M+525bps),

12/23/28(d)(e)

.....................................................

3,919,960

1,058,389

4,951,666

Health

Care

(2.3%):

Air

Methods

Corp.,

Term

Exit,

First

Lien,

14.45%

(SOFR03M+910bps),

11/30/28(d)

......

379,489

377,592

LifeScan

Global

Corp.,

Term

Loan,

First

Lien,

11.88%

(SOFR06M+650bps),

12/31/26(d)

...

2,264,268

1,678,389

Radiology

Partners,

Inc.,

Term

Loan

New,

First

Lien,

9.75%

(SOFR06M+425bps),

7/9/25(d)

.

1,502,767

1,207,849

Team

Health

Holdings,

Inc.,

Facility

Extending

Term

Loan

B,

First

Lien,

10.63%

(SOFR03M+525bps),

3/2/27(d)

.........................................

997,160

754,850

4,018,680

Industrials

(0.5%):

Cengage

Learning,

Inc.,

Term

B

Loan,

First

Lien,

10.14%

(SOFR03M+475bps),

7/14/26(d)

..

994,911

996,722

Total

Senior

Secured

Loans

(Cost

$26,316,982)

17,475,991

Corporate

Bonds

(70.0%)

Communication

Services

(12.2%):

AMC

Networks,

Inc.,

4.75%,

8/1/25,

Callable

2/5/24

@

100

........................

1,500,000

1,457,668

Central

Parent

LLC/CDK

Global

II

LLC/CDK

Financing

Co.,

Inc.,

8.00%,

6/15/29,

Callable

6/15/25

@

104(f)

...................................................

1,750,000

1,825,548

Victory

Portfolios

Victory

High

Yield

Fund

29

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

CSC

Holdings

LLC,

6.50%,

2/1/29,

Callable

2/1/24

@

103.25(f)

.....................

$

2,800,000

$

2,489,282

Cumulus

Media

New

Holdings,

Inc.,

6.75%,

7/1/26,

Callable

2/5/24

@

101.69(f)(g)

.......

2,635,000

1,779,869

Gray

Escrow

II,

Inc.,

5.38%,

11/15/31,

Callable

11/15/26

@

102.69(f)

.................

1,950,000

1,470,954

Gray

Television,

Inc.,

7.00%,

5/15/27,

Callable

1/16/24

@

103.5(f)

...................

1,000,000

945,840

iHeartCommunications,

Inc.,

8.38%,

5/1/27,

Callable

1/22/24

@

102.09(g)

..............

1,260,000

817,636

Nexstar

Media,

Inc.,

5.63%,

7/15/27,

Callable

1/16/24

@

102.81(f)

...................

250,000

242,772

Outfront

Media

Capital

LLC/Outfront

Media

Capital

Corp.,

4.25%,

1/15/29,

Callable

2/5/24

@

102.13(f)

.........................................................

2,375,000

2,141,245

Scripps

Escrow

II,

Inc.,

5.38%,

1/15/31,

Callable

1/15/26

@

102.69(f)

.................

2,600,000

1,907,068

Sinclair

Television

Group,

Inc.,

5.50%,

3/1/30,

Callable

12/1/24

@

102.75(f)(g)

..........

3,500,000

2,619,105

Sirius

XM

Radio,

Inc.,

3.88%,

9/1/31,

Callable

9/1/26

@

101.94(f)

...................

2,900,000

2,476,175

Univision

Communications,

Inc.,

7.38%,

6/30/30,

Callable

6/30/25

@

103.69(f)

..........

1,500,000

1,499,621

21,672,783

Consumer

Discretionary

(22.0%):

Academy

Ltd.,

6.00%,

11/15/27,

Callable

1/16/24

@

103(f)

.........................

1,800,000

1,777,248

Avis

Budget

Car

Rental

LLC/Avis

Budget

Finance,

Inc.,

5.38%,

3/1/29,

Callable

3/1/24

@

102.69(f)

.........................................................

2,625,000

2,429,956

Beazer

Homes

USA,

Inc.,

5.88%,

10/15/27,

Callable

1/22/24

@

101.96

................

3,000,000

2,928,770

Caesars

Entertainment,

Inc.,

8.13%,

7/1/27,

Callable

2/5/24

@

104.06(f)

...............

3,255,000

3,335,993

Carnival

Holdings

Bermuda

Ltd.,

10.38%,

5/1/28,

Callable

5/1/25

@

105.19(f)

...........

2,470,000

2,698,475

Cinemark

USA,

Inc.,

5.25%,

7/15/28,

Callable

7/15/24

@

102.63(f)(g)

.................

2,625,000

2,409,354

Hanesbrands,

Inc.,

4.88%,

5/15/26,

Callable

2/15/26

@

100(f)

.......................

1,000,000

962,485

LBM

Acquisition

LLC,

6.25%,

1/15/29,

Callable

2/5/24

@

103.13(f)

..................

1,750,000

1,557,879

Life

Time,

Inc.

5.75%,

1/15/26,

Callable

2/5/24

@

101.44(f)

...............................

2,125,000

2,107,024

8.00%,

4/15/26,

Callable

2/5/24

@

102(f)

.................................

500,000

506,537

Light

&

Wonder

International,

Inc.,

7.00%,

5/15/28,

Callable

1/22/24

@

103.5(f)

.........

2,625,000

2,652,789

PetSmart

Inc/PetSmart

Finance

Corp.,

7.75%,

2/15/29,

Callable

2/15/24

@

103.88(f)

......

1,100,000

1,072,095

Premier

Entertainment

Sub

LLC/Premier

Entertainment

Finance

Corp.

5.63%,

9/1/29,

Callable

9/1/24

@

102.81(f)(g)

..............................

2,000,000

1,584,106

5.88%,

9/1/31,

Callable

9/1/26

@

102.98(f)

................................

4,300,000

3,325,057

Scientific

Games

Holdings

LP/Scientific

Games

U.S.

FinCo,

Inc.,

6.63%,

3/1/30,

Callable

3/1/25

@

103.31(f)

..................................................

2,000,000

1,869,278

Station

Casinos

LLC,

4.50%,

2/15/28,

Callable

2/5/24

@

102.25(f)

...................

1,500,000

1,420,083

The

Goodyear

Tire

&

Rubber

Co.,

5.25%,

7/15/31,

Callable

4/15/31

@

100

.............

2,000,000

1,821,235

The

Hertz

Corp.,

5.00%,

12/1/29,

Callable

12/1/24

@

102.5(f)

.......................

2,750,000

2,256,734

Wynn

Resorts

Finance

LLC/Wynn

Resorts

Capital

Corp.,

7.13%,

2/15/31,

Callable

11/15/30

@

100(f)

...........................................................

2,300,000

2,394,295

39,109,393

Consumer

Staples

(1.0%):

Post

Holdings,

Inc.,

4.50%,

9/15/31,

Callable

9/15/26

@

102.25(f)

....................

2,000,000

1,797,541

Energy

(12.9%):

Antero

Midstream

Partners

LP/Antero

Midstream

Finance

Corp.,

5.38%,

6/15/29,

Callable

6/15/24

@

102.69(f)

.................................................

1,084,000

1,043,711

Antero

Resources

Corp.,

7.63%,

2/1/29,

Callable

2/5/24

@

103.81(f)

..................

1,500,000

1,538,967

Callon

Petroleum

Co.

8.00%,

8/1/28,

Callable

8/1/24

@

104(f)

..................................

1,223,000

1,251,527

7.50%,

6/15/30,

Callable

6/15/25

@

103.75(f)(g)

............................

1,000,000

1,010,688

CITGO

Petroleum

Corp.

7.00%,

6/15/25,

Callable

2/5/24

@

101.75(f)

...............................

2,500,000

2,495,008

8.38%,

1/15/29,

Callable

10/15/25

@

104.19(f)

.............................

1,500,000

1,542,687

Comstock

Resources,

Inc.,

6.75%,

3/1/29,

Callable

3/1/24

@

103.38(f)

................

4,251,000

3,905,304

New

Fortress

Energy,

Inc.

6.75%,

9/15/25,

Callable

1/26/24

@

101.69(f)

..............................

500,000

496,271

6.50%,

9/30/26,

Callable

2/5/24

@

103.25(f)

...............................

1,000,000

961,150

PBF

Holding

Co.

LLC/PBF

Finance

Corp.,

6.00%,

2/15/28,

Callable

2/5/24

@

103

........

3,750,000

3,663,352

Permian

Resources

Operating

LLC,

5.88%,

7/1/29,

Callable

7/1/24

@

102.94(f)

..........

1,500,000

1,459,452

SM

Energy

Co.,

5.63%,

6/1/25,

Callable

2/5/24

@

100

............................

1,500,000

1,486,759

Talos

Production,

Inc.,

12.00%,

1/15/26,

Callable

1/22/24

@

103

.....................

2,000,000

2,061,760

22,916,636

Victory

Portfolios

Victory

High

Yield

Fund

30

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Financials

(4.3%):

Arsenal

AIC

Parent

LLC,

8.00%,

10/1/30,

Callable

10/1/26

@

104(f)

..................

$

875,000

$

920,230

Compass

Group

Diversified

Holdings

LLC,

5.25%,

4/15/29,

Callable

4/15/24

@

102.63(f)

..

1,300,000

1,209,222

GTCR

W-2

Merger

Sub

LLC,

7.50%,

1/15/31,

Callable

1/15/27

@

103.75(f)

............

500,000

530,472

NESCO

Holdings

II,

Inc.,

5.50%,

4/15/29,

Callable

4/15/24

@

102.75(f)

...............

2,050,000

1,899,252

Stagwell

Global

LLC,

5.63%,

8/15/29,

Callable

8/15/24

@

102.81(f)

..................

3,250,000

2,996,875

7,556,051

Health

Care

(2.5%):

CHS/Community

Health

Systems,

Inc.,

6.13%,

4/1/30,

Callable

4/1/25

@

103.06(f)

.......

2,550,000

1,641,383

LifePoint

Health,

Inc.,

5.38%,

1/15/29,

Callable

2/5/24

@

102.69(f)

...................

1,200,000

887,949

Radiology

Partners,

Inc.,

9.25%,

2/1/28,

Callable

2/5/24

@

102.31(f)

..................

2,885,000

1,477,043

Team

Health

Holdings,

Inc.,

6.38%,

2/1/25,

Callable

1/22/24

@

100(f)

.................

600,000

502,139

4,508,514

Industrials

(5.9%):

American

Airlines,

Inc.

7.25%,

2/15/28,

Callable

2/15/25

@

103.63(f)

..............................

875,000

888,807

8.50%,

5/15/29,

Callable

11/15/25

@

104.25(f)

.............................

500,000

528,885

Chart

Industries,

Inc.,

7.50%,

1/1/30,

Callable

1/1/26

@

103.75(f)

....................

1,375,000

1,439,175

ITT

Holdings

LLC,

6.50%,

8/1/29,

Callable

8/1/24

@

103.25(f)

......................

2,000,000

1,768,107

Madison

IAQ

LLC,

5.88%,

6/30/29,

Callable

6/30/24

@

102.94(f)

....................

1,250,000

1,102,746

Rand

Parent

LLC,

8.50%,

2/15/30,

Callable

2/15/26

@

104.25(f)(g)

...................

1,700,000

1,625,959

SRS

Distribution,

Inc.,

6.00%,

12/1/29,

Callable

12/1/24

@

103(f)

....................

2,150,000

2,024,216

Wabash

National

Corp.,

4.50%,

10/15/28,

Callable

10/15/24

@

102.25(f)

...............

750,000

681,470

WESCO

Distribution,

Inc.,

7.25%,

6/15/28,

Callable

2/5/24

@

103.63(f)

...............

375,000

385,347

10,444,712

Information

Technology

(1.9%):

Cloud

Software

Group,

Inc.

6.50%,

3/31/29,

Callable

9/30/25

@

103.25(f)

..............................

2,250,000

2,145,323

9.00%,

9/30/29,

Callable

9/30/25

@

104.5(f)

...............................

1,300,000

1,235,107

3,380,430

Materials

(5.3%):

ATI,

Inc.,

5.13%,

10/1/31,

Callable

10/1/26

@

102.56

.............................

3,000,000

2,793,523

CVR

Partners

LP/CVR

Nitrogen

Finance

Corp.,

6.13%,

6/15/28,

Callable

6/15/24

@

103.06(f)

2,550,000

2,413,615

Glatfelter

Corp.,

4.75%,

11/15/29,

Callable

11/1/24

@

102.38(f)(g)

...................

1,500,000

1,039,483

The

Scotts

Miracle-Gro

Co.

4.00%,

4/1/31,

Callable

4/1/26

@

102

....................................

1,275,000

1,097,459

4.38%,

2/1/32,

Callable

8/1/26

@

102.19

..................................

1,225,000

1,046,814

White

Cap

Parent

LLC,

8.25%,

3/15/26,

Callable

2/5/24

@

101(f)(h)

..................

1,100,000

1,100,917

9,491,811

Real

Estate

(0.6%):

Adams

Homes,

Inc.,

7.50%,

2/15/25,

Callable

1/22/24

@

101.88(f)

...................

1,092,000

1,085,060

Utilities

(1.4%):

Calpine

Corp.,

5.13%,

3/15/28,

Callable

2/5/24

@

102.56(f)

........................

2,500,000

2,395,710

Total

Corporate

Bonds

(Cost

$130,108,919)

124,358,641

Yankee

Dollars

(15.7%)

Communication

Services

(2.7%):

Intelsat

Jackson

Holdings

SA,

6.50%,

3/15/30,

Callable

3/15/25

@

102(f)

..............

2,565,000

2,455,057

Telesat

Canada/Telesat

LLC,

5.63%,

12/6/26,

Callable

1/22/24

@

102.81(f)(g)

...........

3,750,000

2,319,042

4,774,099

Consumer

Discretionary

(5.5%):

Adient

Global

Holdings

Ltd.,

8.25%,

4/15/31,

Callable

4/15/26

@

104.13(f)

.............

2,000,000

2,119,361

Carnival

Corp.,

6.00%,

5/1/29,

Callable

11/1/24

@

103(f)

..........................

1,000,000

960,926

International

Game

Technology

PLC,

5.25%,

1/15/29,

Callable

2/5/24

@

102.63(f)

........

2,000,000

1,955,072

Ontario

Gaming

GTA

LP,

8.00%,

8/1/30,

Callable

8/1/25

@

104(f)

....................

900,000

932,675

Royal

Caribbean

Cruises

Ltd.,

7.25%,

1/15/30,

Callable

12/15/25

@

103.63(f)

...........

2,000,000

2,088,362

Victory

Portfolios

Victory

High

Yield

Fund

31

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Viking

Ocean

Cruises

Ship

VII

Ltd.,

5.63%,

2/15/29,

Callable

2/15/24

@

102.81(f)

........

$

1,750,000

$

1,704,715

9,761,111

Energy

(1.8%):

Northriver

Midstream

Finance

LP,

5.63%,

2/15/26,

Callable

2/5/24

@

101.41(f)

..........

900,000

876,609

Seadrill

Finance

Ltd.,

8.38%,

8/1/30,

Callable

8/1/26

@

104.19(f)

....................

1,500,000

1,563,371

TechnipFMC

PLC,

6.50%,

2/1/26,

Callable

2/5/24

@

101.63(f)

......................

800,000

799,136

3,239,116

Financials

(1.1%):

Diamond

Foreign

Asset

Co./Diamond

Finance

LLC,

8.50%,

10/1/30,

Callable

10/1/26

@

104.25(f)

.........................................................

2,000,000

2,043,321

Health

Care

(0.8%):

Bausch

Health

Cos.,

Inc.,

6.13%,

2/1/27,

Callable

2/5/24

@

103.06(f)

.................

2,000,000

1,349,677

Industrials

(2.1%):

Bombardier,

Inc.,

7.88%,

4/15/27,

Callable

2/5/24

@

101.97(f)

......................

1,245,000

1,245,440

Titan

Acquisition

Ltd/Titan

Co-Borrower

LLC,

7.75%,

4/15/26,

Callable

2/5/24

@

100(f)

...

500,000

503,074

VistaJet

Malta

Finance

PLC/Vista

Management

Holding,

Inc.,

6.38%,

2/1/30,

Callable

2/1/25

@

103.19(f)(g)

.....................................................

2,750,000

1,921,542

3,670,056

Information

Technology

(0.6%):

ION

Trading

Technologies

Sarl,

5.75%,

5/15/28,

Callable

5/15/24

@

102.88(f)

...........

1,250,000

1,106,718

Materials

(1.1%):

INEOS

Finance

PLC,

6.75%,

5/15/28,

Callable

2/15/25

@

103.38(f)(g)

................

1,964,000

1,929,593

Total

Yankee

Dollars

(Cost

$28,846,492)

27,873,691

U.S.

Government

Agency

Mortgages

(1.5%)

Federal

Home

Loan

Bank

5.02%,

1/2/24(i)

....................................................

2,590,000

2,589,619

Total

U.S.

Government

Agency

Mortgages

(Cost

$2,589,628)

2,589,619

U.S.

Treasury

Obligations

(0.3%)

U.S.

Treasury

Bills,

5.31%,

1/2/24(i)

.........................................

500,000

500,000

Total

U.S.

Treasury

Obligations

(Cost

$499,928)

500,000

Shares

Collateral

for

Securities

Loaned

(7.0%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares,

5.25%(j)

........

3,124,810

3,124,810

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares,

5.30%(j)

............

3,124,810

3,124,810

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares,

5.28%(j)

................

3,124,810

3,124,810

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares,

5.26%(j)

.

3,124,810

3,124,810

Total

Collateral

for

Securities

Loaned

(Cost

$12,499,240)

12,499,240

Total

Investments

(Cost

$201,126,978)

—

104.8%

186,093,650

Liabilities

in

excess

of

other

assets

—

(4.8)%

(8,484,271)

NET

ASSETS

-

100.00%

$

177,609,379

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

16.7%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(c)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

0.0%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(d)

Variable

or

Floating-Rate

Security.

Rate

disclosed

is

as

of

December

31,

2023.

(e)

Currently

the

issuer

is

in

default

with

respect

to

interest

and/or

principal

payments.

Victory

Portfolios

Victory

High

Yield

Fund

32

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

(f)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$133,057,356

and

amounted

to

74.9%

of

net

assets.

(g)

All

or

a

portion

of

this

security

is

on

loan.

(h)

Up

to

9.00%

of

the

coupon

may

be

PIK.

(i)

Rate

represents

the

effective

yield

at

December

31,

2023.

(j)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

bps

—

Basis

points

DIP

—

Debtor-In-Possession

LLC

—

Limited

Liability

Company

LP

—

Limited

Partnership

PIK

—

Payment-in-Kind

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFR01M

—

1

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR03M

—

3

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR06M

—

6

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

Tax-Exempt

Fund

33

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Municipal

Bonds

(95.1%)

Arizona

(1.6%):

City

of

Phoenix

Civic

Improvement

Corp.

Revenue

AMT,

Series

B,

5.00%,

7/1/44,

Continuously

Callable

@100

...........................................

$

540,000

$

568,838

Arkansas

(2.2%):

Arkansas

Development

Finance

Authority

Revenue,

3.20%,

12/1/49,

Continuously

Callable

@100

...........................................................

750,000

585,179

University

of

Central

Arkansas

Revenue

(INS

-

Build

America

Mutual

Assurance

Co.),

Series

A,

3.00%,

11/1/49,

Continuously

Callable

@100

............................

265,000

207,620

792,799

California

(2.0%):

Alameda

County

IDA

Revenue

(LOC

-

Comerica

Bank,

N.A.),

Series

A,

5.00%,

12/1/40,

Callable

3/1/24

@

100(a)

.............................................

265,000

265,000

San

Francisco

City

&

County

Airport

Comm-San

Francisco

International

Airport

Revenue

AMT,

Series

A,

4.00%,

5/1/52,

Continuously

Callable

@100

....................

500,000

468,842

733,842

Colorado

(4.9%):

Colorado

Educational

&

Cultural

Facilities

Authority

Revenue,

4.50%,

7/1/53,

Continuously

Callable

@100

.....................................................

500,000

491,985

Colorado

Health

Facilities

Authority

Revenue,

Series

A,

4.00%,

12/1/50,

Continuously

Callable

@103

.....................................................

750,000

645,188

Gold

Hill

Mesa

Metropolitan

District

No.

2,

GO

(INS

-

Build

America

Mutual

Assurance

Co.),

Series

A,

5.50%,

12/1/47,

Continuously

Callable

@100

........................

585,000

646,841

1,784,014

Florida

(10.1%):

Capital

Trust

Agency,

Inc.

Revenue,

5.00%,

8/1/55,

Continuously

Callable

@100

.........

400,000

401,305

City

of

Pompano

Beach

Revenue,

4.00%,

9/1/50,

Continuously

Callable

@103

...........

500,000

382,795

County

of

Miami-Dade

Revenue,

Series

A,

5.00%,

6/1/33,

Continuously

Callable

@100

....

1,000,000

1,031,130

County

of

Miami-Dade

Seaport

Department

Revenue

AMT,

Series

B-1,

4.00%,

10/1/50,

Continuously

Callable

@100

...........................................

500,000

471,719

Florida

Development

Finance

Corp.

Revenue,

Series

A,

5.00%,

6/15/55,

Continuously

Callable

@100

...........................................................

500,000

502,502

Hillsborough

County

IDA

Revenue,

4.00%,

8/1/50,

Continuously

Callable

@100

.........

500,000

473,724

St.

Johns

County

IDA

Revenue,

4.00%,

8/1/55,

Continuously

Callable

@103

............

500,000

416,379

3,679,554

Georgia

(1.5%):

Private

Colleges

&

Universities

Authority

Revenue,

5.25%,

10/1/51,

Continuously

Callable

@100

...........................................................

500,000

537,666

Guam

(2.8%):

Port

Authority

of

Guam

Revenue,

Series

A,

5.00%,

7/1/48,

Continuously

Callable

@100

....

1,000,000

1,032,918

Illinois

(17.9%):

Chicago

Board

of

Education

Dedicated

Capital

Improvement

Tax

Revenue,

6.00%,

4/1/46,

Continuously

Callable

@100

...........................................

1,275,000

1,329,274

City

of

Chicago

IL

Wastewater

Transmission

Revenue

Series

A,

5.00%,

1/1/47,

Continuously

Callable

@100

.........................

1,000,000

1,029,404

Series

C,

5.00%,

1/1/34,

Continuously

Callable

@100

.........................

1,000,000

1,020,222

City

of

Chicago,

GO,

Series

A,

5.50%,

1/1/49,

Continuously

Callable

@100

.............

1,000,000

1,045,548

Sales

Tax

Securitization

Corp.

Revenue,

Series

C,

5.00%,

1/1/43,

Continuously

Callable

@100

1,500,000

1,585,306

State

of

Illinois,

GO,

Series

B,

4.50%,

5/1/48,

Continuously

Callable

@100

.............

500,000

505,413

6,515,167

Indiana

(1.4%):

Indiana

Finance

Authority

Revenue,

Series

A,

5.50%,

7/1/52,

Continuously

Callable

@100

..

500,000

526,387

Iowa

(0.8%):

Iowa

Finance

Authority

Revenue,

Series

A-1,

4.00%,

5/15/55,

Continuously

Callable

@103

.

500,000

296,186

Kansas

(0.6%):

Wyandotte

County-Kansas

City

Unified

Government

Tax

Allocation,

5.75%,

3/1/41,

Continuously

Callable

@103(b)

........................................

200,000

200,410

Victory

Portfolios

Victory

Tax-Exempt

Fund

34

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Maryland

(0.7%):

City

of

Gaithersburg

Revenue,

5.13%,

1/1/42,

Continuously

Callable

@103

.............

$

250,000

$

246,596

Massachusetts

(1.2%):

University

of

Massachusetts

Building

Authority

Revenue,

Series

1-2021,

5.00%,

11/1/39,

Continuously

Callable

@100

...........................................

410,000

418,161

Michigan

(1.8%):

City

of

Detroit,

GO,

Series

C,

6.00%,

5/1/43,

Continuously

Callable

@100

..............

250,000

279,271

Michigan

Finance

Authority

Revenue,

4.00%,

12/1/51,

Continuously

Callable

@100

.......

500,000

373,038

652,309

Missouri

(3.1%):

Health

&

Educational

Facilities

Authority

of

the

State

of

Missouri

Revenue,

4.25%,

12/1/42,

Continuously

Callable

@100(b)

........................................

1,150,000

1,140,371

New

Hampshire

(1.4%):

New

Hampshire

Business

Finance

Authority

Revenue,

Series

A,

5.25%,

7/1/48,

Continuously

Callable

@103

.....................................................

500,000

510,876

New

Jersey

(5.6%):

New

Jersey

Economic

Development

Authority

Revenue,

Series

2016

A,

5.00%,

7/15/29,

Continuously

Callable

@100

...........................................

885,000

935,145

New

Jersey

Health

Care

Facilities

Financing

Authority

Revenue

(LOC

-

Valley

National

Bank),

Series

A-2,

4.00%,

7/1/35,

Continuously

Callable

@100(a)

.....................

330,000

330,000

New

Jersey

Transportation

Trust

Fund

Authority

Revenue

Series

A,

12/15/38(c)

................................................

1,000,000

579,309

Series

BB,

3.50%,

6/15/46,

Continuously

Callable

@100

......................

200,000

184,285

2,028,739

New

York

(11.3%):

Build

NYC

Resource

Corp.

Revenue,

4.75%,

6/15/53,

Continuously

Callable

@100

.......

350,000

348,743

Metropolitan

Transportation

Authority

Revenue

Series

B-1,

5.00%,

11/15/56,

Continuously

Callable

@100

.....................

1,545,000

1,596,102

Series

D-3,

4.00%,

11/15/49,

Continuously

Callable

@100

.....................

500,000

475,007

New

York

Counties

Tobacco

Trust

II

Revenue,

5.75%,

6/1/43,

Continuously

Callable

@100

.

195,000

195,336

New

York

State

Dormitory

Authority

Revenue,

6.00%,

7/1/40,

Continuously

Callable

@100(b)

285,000

264,657

Schenectady

County

Capital

Resource

Corp.

Revenue,

5.25%,

7/1/52,

Continuously

Callable

@100

...........................................................

200,000

222,446

TSASC,

Inc.

Revenue,

Series

A,

5.00%,

6/1/41,

Continuously

Callable

@100

............

1,000,000

1,013,369

4,115,660

North

Carolina

(1.8%):

North

Carolina

Medical

Care

Commission

Revenue

Series

A,

4.00%,

9/1/50,

Continuously

Callable

@100

.........................

500,000

376,802

Series

A,

4.00%,

10/1/50,

Continuously

Callable

@103

........................

350,000

290,010

666,812

Ohio

(10.6%):

Buckeye

Tobacco

Settlement

Financing

Authority

Revenue,

Series

B-2,

5.00%,

6/1/55,

Continuously

Callable

@100

...........................................

900,000

844,873

County

of

Franklin

Revenue,

Series

B,

5.00%,

7/1/45,

Continuously

Callable

@103

.......

500,000

455,030

County

of

Hardin

Revenue,

5.00%,

5/1/30,

Continuously

Callable

@103

...............

350,000

334,449

Logan

Elm

Local

School

District,

GO,

4.00%,

11/1/55,

Continuously

Callable

@100

......

1,500,000

1,453,920

Ohio

Higher

Educational

Facility

Commission

Revenue,

6.00%,

9/1/47,

Continuously

Callable

@100

...........................................................

250,000

265,504

Port

of

Greater

Cincinnati

Development

Authority

Revenue,

Series

CO,

5.00%,

5/1/25,

Continuously

Callable

@100(b)

........................................

500,000

500,015

3,853,791

Pennsylvania

(2.6%):

Pennsylvania

Economic

Development

Financing

Authority

Revenue,

Series

A-2,

4.00%,

5/15/53,

Continuously

Callable

@100

....................................

1,000,000

943,891

Texas

(3.8%):

City

of

Arlington

Tax

Allocation,

4.00%,

8/15/50,

Continuously

Callable

@100

..........

500,000

439,373

Clifton

Higher

Education

Finance

Corp.

Revenue

(NBGA

-

Texas

Permanent

School

Fund),

4.25%,

4/1/53,

Continuously

Callable

@100

...............................

750,000

752,971

Victory

Portfolios

Victory

Tax-Exempt

Fund

35

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Port

of

Port

Arthur

Navigation

District

Revenue,

Series

B,

3.10%,

4/1/40,

Continuously

Callable

@100(a)

...................................................

$

200,000

$

200,000

1,392,344

Utah

(4.0%):

Military

Installation

Development

Authority

Revenue,

Series

A-1,

4.00%,

6/1/41,

Continuously

Callable

@103

.....................................................

250,000

203,069

Utah

Charter

School

Finance

Authority

Revenue,

Series

A,

5.63%,

6/15/42,

Continuously

Callable

@100(b)

...................................................

250,000

254,084

Utah

Infrastructure

Agency

Revenue,

Series

A,

5.00%,

10/15/40,

Continuously

Callable

@100

1,000,000

1,006,491

1,463,644

Virginia

(0.5%):

Loudoun

County

Economic

Development

Authority

Revenue

(LIQ

-

Deutsche

Bank

A.G.),

Series

2023-DBE-8106,

3.08%,

6/1/63,

Callable

7/1/40

@

100(a)(b)

..............

200,000

200,000

Wisconsin

(0.9%):

Wisconsin

Health

&

Educational

Facilities

Authority

Revenue,

4.00%,

1/1/47,

Continuously

Callable

@103

.....................................................

500,000

315,888

Total

Municipal

Bonds

(Cost

$36,333,023)

34,616,863

Shares

Exchange-Traded

Funds

(3.0%)

iShares

National

Muni

Bond

ETF

...........................................

10,000

1,084,100

Total

Exchange-Traded

Funds

(Cost

$1,082,366)

1,084,100

Total

Investments

(Cost

$37,415,389)

—

98.1%

35,700,963

Other

assets

in

excess

of

liabilities

—

1.9%

681,983

NET

ASSETS

-

100.00%

$

36,382,946

(a)

Variable

Rate

Demand

Notes

that

provide

the

rights

to

sell

the

security

at

face

value

on

either

that

day

or

within

the

rate-reset

period.

The

interest

rate

is

reset

on

the

put

date

at

a

stipulated

daily,

weekly,

monthly,

quarterly,

or

other

specified

time

interval

to

reflect

current

market

conditions.

These

securities

do

not

indicate

a

reference

rate

and

spread

in

their

description.

(b)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$2,559,537

and

amounted

to

7.0%

of

net

assets.

(c)

Zero-coupon

bond.

AMT

—

Alternative

Minimum

Tax

Continuously

callable

—

Investment

is

continuously

callable

or

will

be

continuously

callable

on

any

date

after

the

first

call

date

until

its

maturity.

ETF

—

Exchange-Traded

Fund

GO

—

General

Obligation

IDA

—

Industrial

Development

Authority

Credit

Enhancements—Adds

the

financial

strength

of

the

provider

of

the

enhancement

to

support

the

issuer’s

ability

to

repay

the

principal

and

interest

payments

when

due.

The

enhancement

may

be

provided

by

a

high-quality

bank,

insurance

company

or

other

corporation,

or

a

collateral

trust.

The

enhancements

do

not

guarantee

the

market

values

of

the

securities.

INS—Principal

and

interest

payments

are

insured

by

the

name

listed.

Although

bond

insurance

reduces

the

risk

of

loss

due

to

default

by

an

issuer,

such

bonds

remain

subject

to

the

risk

that

value

may

fluctuate

for

other

reasons,

and

there

is

no

assurance

that

the

insurance

company

will

meet

its

obligations.

LIQ—Liquidity

enhancement

that

may,

under

certain

circumstances,

provide

for

repayment

of

principal

and

interest

upon

demand

from

the

name

listed.

LOC—Principal

and

interest

payments

are

guaranteed

by

a

bank

letter

of

credit

or

other

bank

credit

agreement.

NBGA—Principal

and

interest

payments

or,

under

certain

circumstances,

underlying

mortgages

are

guaranteed

by

a

nonbank

guarantee

agreement

from

the

name

listed.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

36

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Municipal

Bonds

(98.6%)

Arizona

(8.3%):

Arizona

IDA

Revenue

4.00%,

7/15/51,

Continuously

Callable

@100(a)

.............................

$

500,000

$

389,082

4.00%,

12/15/51,

Continuously

Callable

@100(a)

............................

700,000

508,904

La

Paz

County

IDA

Revenue,

4.00%,

2/15/51,

Continuously

Callable

@100

.............

280,000

237,946

Maricopa

County

IDA

Revenue

AMT,

4.00%,

10/15/47,

Continuously

Callable

@104(a)

....

500,000

452,445

The

County

of

Pima

IDA

Revenue

4.00%,

6/15/51,

Continuously

Callable

@100(a)

.............................

500,000

406,478

Series

A,

6.88%,

11/15/52,

Continuously

Callable

@103(a)

.....................

250,000

263,234

The

IDA

of

the

City

of

Phoenix

Revenue,

4.00%,

12/1/51,

Continuously

Callable

@100(a)

..

1,000,000

778,939

3,037,028

California

(0.4%):

California

County

Tobacco

Securitization

Agency

Revenue,

Series

B-1,

5.00%,

6/1/49,

Continuously

Callable

@100

...........................................

135,000

134,583

Delaware

(1.0%):

Delaware

State

Economic

Development

Authority

Revenue,

4.00%,

6/1/52,

Continuously

Callable

@100

.....................................................

500,000

382,719

Florida

(7.8%):

Capital

Trust

Agency,

Inc.

Revenue,

6.38%,

5/1/53,

Continuously

Callable

@100(a)

.......

250,000

254,327

Escambia

County

Health

Facilities

Authority

Revenue

(INS

-

Assured

Guaranty

Municipal

Corp.),

3.00%,

8/15/50,

Continuously

Callable

@100

.........................

1,000,000

780,506

Florida

Development

Finance

Corp.

Revenue

4.00%,

7/1/55,

Continuously

Callable

@100

...............................

500,000

423,803

5.25%,

10/1/56,

Continuously

Callable

@100(a)

.............................

500,000

505,854

Pinellas

County

Educational

Facilities

Authority

Revenue,

Series

A,

4.00%,

6/1/46,

Continuously

Callable

@100(a)

.........................................

500,000

371,364

Seminole

County

IDA

Revenue,

Series

A,

4.00%,

6/15/56,

Continuously

Callable

@100(a)

..

705,000

526,889

2,862,743

Georgia

(1.4%):

Development

Authority

Of

Floyd

County

Revenue,

Series

GA,

2.75%,

9/1/26,

Continuously

Callable

@100(b)

...................................................

400,000

400,000

The

Burke

County

Development

Authority

Revenue

(NBGA

-

Southern

Co.),

3.00%,

11/1/52,

Continuously

Callable

@100(b)

........................................

100,000

100,000

500,000

Illinois

(8.5%):

Chicago

Board

of

Education

Dedicated

Capital

Improvement

Tax

Revenue,

6.00%,

4/1/46,

Continuously

Callable

@100

...........................................

1,500,000

1,563,852

Chicago

O'Hare

International

Airport

Revenue

AMT,

4.63%,

1/1/53,

Continuously

Callable

@100

...........................................................

500,000

505,605

City

of

Chicago,

GO,

Series

A,

5.50%,

1/1/49,

Continuously

Callable

@100

.............

1,000,000

1,045,548

3,115,005

Indiana

(4.0%):

Indiana

Finance

Authority

Revenue

Series

A,

4.13%,

12/1/26

.............................................

1,000,000

995,774

Series

A,

5.00%,

7/1/55,

Continuously

Callable

@100

.........................

500,000

451,679

1,447,453

Iowa

(1.8%):

Iowa

Finance

Authority

Revenue

Series

A,

5.00%,

5/15/48,

Continuously

Callable

@100

........................

500,000

377,918

Series

A-1,

4.00%,

5/15/55,

Continuously

Callable

@103

......................

500,000

296,186

674,104

Kansas

(0.6%):

Wyandotte

County-Kansas

City

Unified

Government

Tax

Allocation,

5.75%,

3/1/41,

Continuously

Callable

@103(a)

.........................................

200,000

200,410

Kentucky

(1.4%):

Louisville/Jefferson

County

Metropolitan

Government

Revenue,

Series

A,

5.00%,

5/15/52,

Continuously

Callable

@100

...........................................

500,000

515,991

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

37

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Maryland

(0.5%):

Maryland

Economic

Development

Corp.

Revenue,

4.25%,

7/1/50,

Continuously

Callable

@100

...........................................................

$

200,000

$

180,845

Massachusetts

(1.5%):

Massachusetts

Development

Finance

Agency

Revenue

4.00%,

10/1/32,

Continuously

Callable

@104(a)

.............................

300,000

283,306

5.00%,

7/1/47,

Continuously

Callable

@100

...............................

250,000

252,440

535,746

Minnesota

(0.8%):

City

of

Woodbury

Revenue,

4.00%,

7/1/51,

Continuously

Callable

@103

...............

400,000

298,773

Missouri

(1.4%):

Health

&

Educational

Facilities

Authority

of

the

State

of

Missouri

Revenue,

4.25%,

12/1/42,

Continuously

Callable

@100(a)

.........................................

500,000

495,813

New

Hampshire

(1.0%):

New

Hampshire

Business

Finance

Authority

Revenue,

4.00%,

1/1/51,

Continuously

Callable

@103

...........................................................

500,000

372,518

New

Jersey

(3.5%):

New

Jersey

Health

Care

Facilities

Financing

Authority

Revenue

(LOC

-

Valley

National

Bank),

Series

A-2,

4.00%,

7/1/35,

Continuously

Callable

@100(b)

.....................

400,000

400,000

New

Jersey

Transportation

Trust

Fund

Authority

Revenue,

Series

A,

12/15/38(c)

..........

1,500,000

868,964

1,268,964

New

Mexico

(2.3%):

New

Mexico

Hospital

Equipment

Loan

Council

Revenue,

Series

A,

5.00%,

7/1/49,

Continuously

Callable

@102

...........................................

500,000

418,000

Winrock

Town

Center

Tax

Increment

Development

District

No.

1

Tax

Allocation,

4.25%,

5/1/40,

Continuously

Callable

@103(a)

...................................

500,000

433,077

851,077

New

York

(12.0%):

Build

NYC

Resource

Corp.

Revenue

5.75%,

6/1/52,

Continuously

Callable

@100(a)

.............................

250,000

259,008

5.75%,

6/1/62,

Continuously

Callable

@100(a)

.............................

250,000

258,890

Series

A,

4.00%,

6/15/51,

Continuously

Callable

@100(a)

......................

500,000

363,789

Series

A,

5.00%,

6/15/51,

Continuously

Callable

@100(a)

......................

100,000

89,504

Metropolitan

Transportation

Authority

Revenue

Series

A-2,

5.00%,

11/15/45,

(Put

Date

5/15/30)(d)

...........................

365,000

405,124

Series

D-3,

4.00%,

11/15/49,

Continuously

Callable

@100

.....................

500,000

475,007

Monroe

County

Industrial

Development

Corp.

Revenue,

5.00%,

12/1/46,

Continuously

Callable

@100

.....................................................

600,000

610,944

New

York

State

Dormitory

Authority

Revenue

6.00%,

7/1/40,

Continuously

Callable

@100(a)

.............................

1,000,000

928,621

4.00%,

7/1/40,

Continuously

Callable

@100

...............................

200,000

184,332

New

York

State

Housing

Finance

Agency

Revenue

(LIQ

-

Deutsche

Bank

A.G.),

Series

DBE-

8105,

3.08%,

8/1/50,

Continuously

Callable

@100(a)(b)

.......................

198,857

198,857

Onondaga

Civic

Development

Corp.

Revenue,

5.00%,

10/1/40,

Continuously

Callable

@100

.

250,000

224,729

Western

Regional

Off-Track

Betting

Corp.

Revenue,

4.13%,

12/1/41,

Continuously

Callable

@100(a)

.........................................................

500,000

393,943

4,392,748

North

Carolina

(0.6%):

North

Carolina

Medical

Care

Commission

Revenue,

5.00%,

10/1/50,

Continuously

Callable

@103

...........................................................

250,000

216,130

North

Dakota

(2.6%):

City

of

Grand

Forks

Revenue,

5.00%,

12/1/36,

Continuously

Callable

@100

............

1,000,000

932,561

Ohio

(2.5%):

County

of

Hardin

Revenue,

5.50%,

5/1/50,

Continuously

Callable

@103

...............

500,000

447,660

Northeast

Ohio

Medical

University

Revenue,

Series

A,

4.00%,

12/1/45,

Continuously

Callable

@100

...........................................................

225,000

206,289

Ohio

Higher

Educational

Facility

Commission

Revenue,

6.00%,

9/1/47,

Continuously

Callable

@100

...........................................................

250,000

265,505

919,454

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

38

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Oregon

(2.0%):

Clackamas

County

Hospital

Facility

Authority

Revenue

Series

A,

5.00%,

11/15/52,

Continuously

Callable

@102

.......................

$

500,000

$

448,761

Series

A,

5.38%,

11/15/55,

Continuously

Callable

@102

.......................

100,000

90,895

Yamhill

County

Hospital

Authority

Revenue,

Series

A,

5.00%,

11/15/51,

Continuously

Callable

@103

...........................................................

250,000

194,258

733,914

Pennsylvania

(4.0%):

Bucks

County

IDA

Revenue,

5.00%,

7/1/54,

Continuously

Callable

@100

..............

500,000

401,467

Chester

County

IDA

Revenue,

6.00%,

10/15/52,

Continuously

Callable

@100(a)

.........

500,000

505,393

Pennsylvania

Economic

Development

Financing

Authority

Revenue

AMT,

9.00%,

4/1/51,

(Put

Date

4/13/28)(a)(d)

.................................................

500,000

566,268

1,473,128

South

Carolina

(5.3%):

County

of

Lancaster

Special

Assessment,

Series

2016

A-1,

5.00%,

12/1/37,

Continuously

Callable

@100

.....................................................

1,675,000

1,675,489

County

of

Richland

Special

Assessment,

3.63%,

11/1/31,

Continuously

Callable

@103(a)

...

290,000

244,695

1,920,184

Texas

(2.1%):

City

of

Houston

Texas

Airport

System

Revenue

AMT,

4.00%,

7/15/41,

Continuously

Callable

@100

...........................................................

750,000

670,849

Port

of

Port

Arthur

Navigation

District

Revenue,

Series

A,

3.10%,

4/1/40,

Continuously

Callable

@100(b)

...................................................

100,000

100,000

770,849

Utah

(6.0%):

Military

Installation

Development

Authority

Revenue

Series

A-1,

4.00%,

6/1/41,

Continuously

Callable

@103

.......................

250,000

203,069

Series

A-1,

4.00%,

6/1/52,

Continuously

Callable

@103

.......................

250,000

183,073

Utah

Charter

School

Finance

Authority

Revenue

2.75%,

4/15/50,

Continuously

Callable

@100

...............................

525,000

356,376

Series

A,

5.63%,

6/15/42,

Continuously

Callable

@100(a)

......................

250,000

254,084

Utah

Infrastructure

Agency

Revenue,

Series

A,

5.38%,

10/15/40,

Continuously

Callable

@100

1,150,000

1,175,961

2,172,563

Vermont

(4.4%):

Vermont

Economic

Development

Authority

Revenue,

4.00%,

5/1/45,

Continuously

Callable

@103

...........................................................

500,000

407,704

Vermont

Educational

&

Health

Buildings

Financing

Agency

Revenue

5.00%,

10/15/46,

Continuously

Callable

@100

..............................

750,000

660,683

6.00%,

10/1/52,

Continuously

Callable

@100(a)

.............................

500,000

529,242

1,597,629

West

Virginia

(2.8%):

Monongalia

County

Commission

Excise

Tax

District

Revenue,

Series

A,

5.75%,

6/1/43,

Continuously

Callable

@100(a)

.........................................

1,000,000

1,036,559

Wisconsin

(8.1%):

Public

Finance

Authority

Revenue

4.00%,

4/1/52,

Continuously

Callable

@100(a)

.............................

500,000

379,503

Series

A,

4.25%,

12/1/51,

Continuously

Callable

@100(a)

......................

500,000

397,932

Series

A,

5.88%,

6/1/52,

Continuously

Callable

@100(a)

.......................

250,000

251,971

Series

A,

5.25%,

3/1/55,

Continuously

Callable

@100(a)

.......................

500,000

416,976

Series

A,

5.00%,

7/1/55,

Continuously

Callable

@100(a)

.......................

500,000

427,575

Series

A-1,

4.00%,

7/1/51,

Continuously

Callable

@100(a)

.....................

500,000

412,660

Wisconsin

Health

&

Educational

Facilities

Authority

Revenue

4.00%,

1/1/47,

Continuously

Callable

@103

...............................

500,000

315,888

4.00%,

12/1/51,

Continuously

Callable

@100

...............................

500,000

363,826

2,966,331

Total

Municipal

Bonds

(Cost

$40,429,355)

36,005,822

Total

Investments

(Cost

$40,429,355)

—

98.6%

36,005,822

Other

assets

in

excess

of

liabilities

—

1.4%

493,938

NET

ASSETS

-

100.00%

$

36,499,760

(a)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$13,785,592

and

amounted

to

37.8%

of

net

assets.

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

39

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

(b)

Variable

Rate

Demand

Notes

that

provide

the

rights

to

sell

the

security

at

face

value

on

either

that

day

or

within

the

rate-reset

period.

The

interest

rate

is

reset

on

the

put

date

at

a

stipulated

daily,

weekly,

monthly,

quarterly,

or

other

specified

time

interval

to

reflect

current

market

conditions.

These

securities

do

not

indicate

a

reference

rate

and

spread

in

their

description.

(c)

Zero-coupon

bond.

(d)

Put

Bond.

AMT

—

Alternative

Minimum

Tax

Continuously

callable

—

Investment

is

continuously

callable

or

will

be

continuously

callable

on

any

date

after

the

first

call

date

until

its

maturity.

GO

—

General

Obligation

IDA

—

Industrial

Development

Authority

Credit

Enhancements—Adds

the

financial

strength

of

the

provider

of

the

enhancement

to

support

the

issuer’s

ability

to

repay

the

principal

and

interest

payments

when

due.

The

enhancement

may

be

provided

by

a

high-quality

bank,

insurance

company

or

other

corporation,

or

a

collateral

trust.

The

enhancements

do

not

guarantee

the

market

values

of

the

securities.

INS—Principal

and

interest

payments

are

insured

by

the

name

listed.

Although

bond

insurance

reduces

the

risk

of

loss

due

to

default

by

an

issuer,

such

bonds

remain

subject

to

the

risk

that

value

may

fluctuate

for

other

reasons,

and

there

is

no

assurance

that

the

insurance

company

will

meet

its

obligations.

LIQ—Liquidity

enhancement

that

may,

under

certain

circumstances,

provide

for

repayment

of

principal

and

interest

upon

demand

from

the

name

listed.

LOC—Principal

and

interest

payments

are

guaranteed

by

a

bank

letter

of

credit

or

other

bank

credit

agreement.

NBGA—Principal

and

interest

payments

or,

under

certain

circumstances,

underlying

mortgages

are

guaranteed

by

a

nonbank

guarantee

agreement

from

the

name

listed.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Portfolios

Victory

Floating

Rate

Fund

40

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(0.5%)

Consumer

Discretionary

(0.1%):

Men's

Wearhouse,

Inc.(a)(b)

...............................................

51,299

$

795,135

Health

Care

(0.4%):

Air

Methods

Corp.(a)(b)

..................................................

106,325

2,764,450

Covis

Parent

SCA,

Class

A

Shares(a)(c)

.......................................

10,030

—

Covis

Parent

SCA,

Class

B

Shares(a)(c)

.......................................

10,030

—

Covis

Parent

SCA,

Class

C

Shares(a)(c)

.......................................

10,030

—

Covis

Parent

SCA,

Class

D

Shares(a)(c)

.......................................

10,030

—

Covis

Parent

SCA,

Class

E

Shares(a)(c)

.......................................

10,030

—

Rising

Tide

Holdings,

Inc.(a)

..............................................

241,726

725,178

3,489,628

Total

Common

Stocks

(Cost

$2,062,753)

4,284,763

Principal

Amount

Senior

Secured

Loans

(85.4%)

Communication

Services

(6.3%):

Cinemark

USA,

Inc.,

Term

Loan,

First

Lien,

9.14%

(SOFR03M+375bps),

5/24/30(d)

......

$

633,383

632,610

Cinemark

USA,

Inc.,

Term

Loan,

First

Lien,

9.10%

(SOFR01M+375bps),

5/31/30(d)

......

1,460,717

1,459,256

CSC

Holdings

LLC,

Term

Loan

2022,

First

Lien,

9.86%

(SOFR01M+450bps),

1/18/28(d)

...

7,944,975

7,661,975

Entercom

Media

Corp.,

New

Term

Loan,

First

Lien,

7.88%

(SOFR03M+250bps),

11/18/24(d)

14,706,476

7,022,343

Frontier

Communications

Corp.,

Refinancing

Term

Loans,

First

Lien,

9.10%

(SOFR01M+375bps),

10/8/27(d)

........................................

3,218,656

3,198,539

Level

3

Financing,

Inc.,

Tranche

B

2027

Term

Loans,

First

Lien,

7.10%

(SOFR01M+175bps),

3/1/27(d)

.........................................................

5,925,000

5,620,277

Sinclair

Television

Group,

Inc.,

Term

Loan

B-3,

First

Lien,

8.35%

(SOFR01M+300bps),

4/3/28(d)

.........................................................

13,664,136

11,221,672

Telesat

Canada,

Term

B-5

Loans,

First

Lien,

8.14%

(SOFR03M+275bps),

12/7/26(d)

......

5,600,000

3,566,528

Univision

Communications,

Inc.,

2021

Replacement

New

First-Lien

Term,

First

Lien,

8.60%

(SOFR01M+325bps),

3/24/26(d)

........................................

7,077,707

7,083,935

47,467,135

Consumer

Discretionary

(22.4%):

Air

Canada,

Term

Loan,

First

Lien,

8.88%

(SOFR03M+350bps),

8/11/28(d)

.............

8,755,604

8,769,263

Alterra

Mountain

Co.,

Facility

2028

Term

Loan

B,

First

Lien,

8.85%

(SOFR01M+350bps),

8/17/28(d)

........................................................

7,947,513

7,947,513

Bally's

Corp.,

Term

B

Facility

Loans,

First

Lien,

8.67%

(SOFR03M+325bps),

10/2/28(d)

...

13,207,405

12,486,017

Caesars

Entertainment,

Inc.,

2023

Incremental

Term

B

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

2/6/30(d)

.........................................

10,015,046

10,029,168

Carnival

Corp.,

2021

Incremental

Term

B

Advance,

First

Lien,

8.60%

(SOFR01M+325bps),

10/18/28(d)

.......................................................

5,931,646

5,934,137

Carnival

Corp.,

Initial

Advance,

First

Lien,

8.36%

(SOFR01M+300bps),

8/9/27(d)

........

845,750

846,452

Clear

Channel

Outdoor

Holdings,

Inc.,

Term

B

Loan,

First

Lien,

8.88%

(SOFR03M+350bps),

8/21/26(d)

........................................................

6,001,349

5,931,313

Delta

Air

Lines,

Inc.

and

SkyMiles

IP

Ltd.,

Initial

Term

Loan,

First

Lien,

9.17%

(SOFR03M+375bps),

10/20/27(d)

.......................................

8,901,987

9,105,042

Entain

PLC,

Facility

B

(USD)

Loan,

First

Lien,

7.89%

(SOFR03M+250bps),

3/16/27(d)

....

1,945,210

1,947,992

Eyemart

Express

LLC,

Term

B-1

Loan,

First

Lien,

8.38%

(SOFR03M+300bps),

8/31/27(d)

..

1,671,343

1,617,024

Gray

Television,

Inc.,

Term

D

Loan,

First

Lien,

8.34%

(SOFR01M+300bps),

12/1/28(d)

....

2,977,215

2,952,087

Great

Outdoors

Group

LLC,

Term

B1,

First

Lien,

9.14%

(SOFR01M+375bps),

3/5/28(d)

...

3,164,781

3,161,616

Hanesbrands,

Inc.,

Initial

Tranche

B

Term

Loans,

First

Lien,

9.10%

(SOFR01M+375bps),

3/8/30(d)

.........................................................

6,064,225

6,049,064

Holley

Purchaser,

Inc.,

Initial

Term

Loan,

First

Lien,

9.14%

(SOFR03M+375bps),

11/20/28(d)

6,238,032

5,998,928

Houghton

Mifflin

Harcourt

Co.,

Term

B

Loans,

First

Lien,

10.60%

(SOFR01M+525bps),

4/7/29(d)

.........................................................

8,872,600

8,677,758

iHeartCommunications,

Inc.,

Second

Amendment

Incremental

Term

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

5/1/26(d)

.........................................

4,689,535

3,994,921

iHeartCommunications,

Inc.,

Term

Loans,

First

Lien,

8.35%

(SOFR01M+300bps),

5/1/26(d)

.

6,524,463

5,608,102

Jo-Ann

Stores

LLC,

Term

B-1

Loan,

First

Lien,

10.13%

(SOFR03M+475bps),

6/30/28(d)

...

18,073,950

826,160

Light

&

Wonder

International,

Inc.,

8.36%

(SOFR01M+300bps),

4/16/29(d)

.............

8,887,330

8,901,194

McGraw

Hill

Education,

Inc.,

Initial

Term

Loan,

First

Lien,

10.10%

(SOFR01M+475bps),

7/31/28(d)

........................................................

7,401,631

7,384,681

Victory

Portfolios

Victory

Floating

Rate

Fund

41

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Petco

Health

&

Wellness

Co.,

Inc.,

Initial

Term

Loans,

First

Lien,

8.64%

(SOFR03M+325bps),

3/6/28(d)

.........................................................

$

5,876,537

$

5,543,338

Rising

Tide

Holdings,

Inc.,

2023

Term

Loan,

First

Lien,

11.37%

(SOFR03M+600bps),

3/11/24(d)

........................................................

3,330,118

2,797,299

Station

Casinos

LLC,

Term

B-1

Facility

Loans,

First

Lien,

7.70%

(SOFR01M+225bps),

2/8/27(d)

.........................................................

9,386,405

9,396,354

The

Michaels

Cos.,

Inc.,

Term

B

Loans,

First

Lien,

9.90%

(SOFR01M+425bps),

4/15/28(d)

.

10,078,692

8,335,078

Travel

+

Leisure

Co.,

2023

Incremental

Term

Loans,

First

Lien,

12/14/29(e)

.............

2,200,000

2,202,200

Uber

Technologies,

Inc.,

2023

Refinancing

Term

Loan,

First

Lien,

8.13%

(SOFR03M+275bps),

3/3/30(d)

.........................................................

5,014,801

5,026,837

United

Airlines,

Inc.,

Class

B

Term

Loans,

First

Lien,

9.11%

(SOFR01M+375bps),

4/21/28(d)

6,054,316

6,067,757

WestJet

Airlines

Ltd.,

Initial

Term

Loan,

First

Lien,

8.36%

(SOFR01M+300bps),

12/11/26(d)

11,086,587

11,053,660

168,590,955

Consumer

Staples

(3.2%):

Alliance

Laundry

Systems

LLC,

Initial

Term

B

Loans,

First

Lien,

8.89%

(SOFR03M+350bps),

10/8/27(d)

........................................................

6,277,662

6,291,599

Anchor

Packaging

LLC,

Initial

Term

Loans,

First

Lien,

8.85%

(SOFR01M+350bps),

7/18/26(d)

........................................................

6,780,600

6,723,371

B&G

Foods,

Inc.,

Tranche

B-4

Term

Loan,

First

Lien,

7.85%

(SOFR01M+250bps),

10/12/26(d)

.......................................................

6,720,318

6,654,190

First

Brands

Group

LLC,

2021

Term

Loans,

First

Lien,

10.45%

(SOFR06M+500bps),

3/30/27(d)

........................................................

4,348,937

4,305,447

23,974,607

Energy

(3.7%):

Delek

U.S.

Holdings,

Inc.,

TLB,

First

Lien,

8.85%

(SOFR01M+350bps),

11/19/29(d)

......

9,889,963

9,894,611

New

Fortress

Energy,

Inc.,

Initial

Term

Loans,

First

Lien,

10.39%

(SOFR03M+500bps),

10/30/28(d)

.......................................................

5,500,000

5,403,750

Traverse

Midstream

Partners

LLC,

Advance,

First

Lien,

9.14%

(SOFR03M+375bps),

2/16/28(d)

........................................................

12,561,234

12,555,959

27,854,320

Financials

(25.0%):

19th

Holdings

Golf

LLC,

Initial

Term

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

2/7/29(d)

.........................................................

5,758,639

5,701,052

ACProducts,

Inc.,

Initial

Term

Loans,

First

Lien,

9.64%

(SOFR03M+425bps),

5/17/28(d)

...

6,425,306

5,620,344

Arches

Buyer,

Inc.,

New

Term

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

12/6/27(d)

....

6,000,000

5,858,340

Arsenal

AIC

Parent

LLC,

Term

B

Loan,

First

Lien,

9.85%

(SOFR01M+450bps),

8/19/30(d)

.

4,488,750

4,501,363

BW

NHHC

Holdco,

Inc.,

Term

Loan

Lien

2,

Second

Lien,

14.37%

(SOFR03M+900bps),

5/15/26(d)

........................................................

3,000,000

600,000

Chariot  Buyer

LLC,

Initial

Term

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

11/3/28(d)

.

4,835,769

4,819,376

Clydesdale

Acquisition

Holdings,

Inc.,

Term

B

Loans,

First

Lien,

9.52%

(SOFR01M+418bps),

4/13/29(d)

........................................................

3,905,439

3,918,444

Constellation

Renewables

LLC,

7.89%

(SOFR03M+250bps),

12/15/27(d)

..............

2,000,000

1,997,180

Covis

Pharma

Holdings

S.a.r.l,

Dollar

Term

B

Loans,

First

Lien,

11.89%

(SOFR03M+650bps),

2/18/27(d)

........................................................

12,339,005

8,691,348

Cumulus

Media

New

Holdings,

Inc.,

Initial

Term

Loan,

First

Lien,

9.14%

(SOFR03M+375bps),

3/31/26(d)

........................................

17,164,544

13,087,965

Diamond

Sports

Group

LLC,

Term

Loan,

First

Lien,

DIP

Loan,

15.36%

(SOFR01M+1000bps),

5/25/26(d)(f)

......................................................

1,448,737

1,050,334

Diamond

Sports

Group

LLC,

Term

Loan,

Second

Lien,

10.61%

(SOFR01M+525bps),

8/24/26(d)(f)

......................................................

19,801,150

782,145

Fertitta

Entertainment

LLC,

Initial

B

Term

Loan,

First

Lien,

9.35%

(SOFR01M+400bps),

1/27/29(d)

........................................................

9,291,591

9,289,639

GIP

Pilot

Acquisition

Partners

LP,

TL,

First

Lien,

8.39%

(SOFR03M+300bps),

10/4/30(d)

...

3,250,000

3,247,303

Hunter

Douglas,

Inc.,

Tranche

B-1

Term

Loans,

First

Lien,

8.88%

(SOFR03M+350bps),

2/26/29(d)

........................................................

6,808,098

6,772,355

INEOS

US

Finance

LLC,

Dollar

Term

Loans,

First

Lien,

8.85%

(SOFR01M+350bps),

2/16/30(d)

........................................................

6,939,964

6,939,964

Innio

North

America

Holding,

Inc.,

Facility

B

USD,

First

Lien,

8.11%

(SOFR01M+275bps),

11/6/25(d)

........................................................

8,665,739

8,633,243

ITT

Holdings

LLC,

Initial

Term

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

7/8/28(d)

...

4,967,233

4,981,738

Victory

Portfolios

Victory

Floating

Rate

Fund

42

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Knight

Health

Holdings

LLC,

Term

B

Loans,

First

Lien,

10.60%

(SOFR01M+525bps),

12/23/28(d)(f)

.....................................................

$

23,029,762

$

6,218,036

LBM

Acquisition

LLC,

Initial

Term

Loan,

First

Lien,

9.10%

(SOFR01M+375bps),

12/20/27(d)

9,671,623

9,544,731

LSF11

A5

Holdco

LLC,

Term

Loans,

First

Lien,

8.85%

(SOFR01M+350bps),

10/16/28(d)

..

4,010,502

4,013,028

MajorDrive

Holdings

IV

LLC,

Initial

Term

Loans,

First

Lien,

9.39%

(SOFR01M+400bps),

6/1/28(d)

.........................................................

1,500,000

1,493,745

MajorDrive

Holdings

IV

LLC,

Initial

Term

Loans,

First

Lien,

6/1/28(e)

................

2,983,402

2,970,961

Mileage

Plus

Holdings

LLC,

Initial

Term

Loan,

First

Lien,

10.62%

(SOFR03M+525bps),

6/21/27(d)

........................................................

8,427,632

8,704,564

Neptune

Bidco

U.S.,

Inc.,

Dollar

Term

B

Loan,

First

Lien,

10.41%

(SOFR03M+500bps),

4/11/29(d)

........................................................

6,094,375

5,553,499

Northriver

Midstream

Finance

LP,

Term

B,

First

Lien,

8.39%

(SOFR03M+300bps),

8/16/30(d)

8,116,158

8,126,303

Oldcastle

BuildingEnvelope,

Inc.,

Term

B

Loans,

First

Lien,

9.89%

(SOFR03M+450bps),

4/29/29(d)

........................................................

9,408,493

9,302,647

Peraton

Corp.,

Term

B

Loans,

First

Lien,

9.10%

(SOFR01M+375bps),

2/1/28(d)

..........

5,033,285

5,039,576

Rand

Parent

LLC,

Term

B

Loans,

First

Lien,

9.64%

(SOFR03M+425bps),

3/18/30(d)

......

2,977,500

2,961,868

Robertshaw

U.S.

Holding

Corp.,

2nd

Lien

Initial

Term

Loans,

Second

Lien,

13.39%

(SOFR03M+800bps),

3/2/26(d)

.........................................

4,000,000

800,000

Robertshaw

U.S.

Holding

Corp.,

Term

Loan

B,

First

Lien,

8.89%

(SOFR03M+350bps),

2/28/25(d)

........................................................

6,238,644

3,119,322

Sparta

U.S.

Holdco

LLC,

Initial

Term

Loan,

First

Lien,

8.59%

(SOFR01M+325bps),

8/2/28(d)

3,920,000

3,907,770

SWF

Holdings

Corp.

I,

Initial

Term

Loans,

First

Lien,

9.35%

(SOFR01M+400bps),

10/6/28(d)

5,671,827

5,072,769

Tailwind

Smith

Cooper

Intermediate

Corp.,

2nd

Lien

Initial

Term

Loans,

Second

Lien,

14.38%

(SOFR03M+900bps),

5/28/27(d)

........................................

3,000,000

2,482,500

Virgin

Media

Bristol

LLC,

N

Facility,

First

Lien,

7.86%

(SOFR01M+250bps),

1/31/28(d)

...

5,000,000

4,974,300

Whitewater

Whistler

Holdings

LLC,

SOFR

TRM

C,

First

Lien,

8.19%

(SOFR03M+275bps),

2/15/30(d)

........................................................

5,486,250

5,491,791

Ziggo

Financing

Partnership,

Term

Loan

I,

First

Lien,

7.86%

(SOFR01M+250bps),

4/30/28(d)

2,000,000

1,992,140

188,261,683

Health

Care

(7.1%):

Air

Medical

Group

Holdings,

Inc.,

Incremental

Term

Loan

B,

First

Lien,

9.63%

(SOFR03M+425bps),

3/14/25(d)

........................................

2,110,218

1,643,332

Air

Methods

Corp.,

Term

Exit,

First

Lien,

14.45%

(SOFR03M+910bps),

11/30/28(d)

......

3,414,703

3,397,630

Amneal

Pharmaceuticals

LLC,

Term

Loan,

First

Lien,

10.86%

(SOFR01M+550bps),

5/4/28(d)

5,409,685

5,308,253

Bausch

Health

Americas,

Inc.,

Second

Amendment

Term

Loan,

First

Lien,

10.61%

(SOFR01M+525bps),

2/1/27(d)

.........................................

6,026,515

4,890,879

Global

Medical

Response,

Inc.,

2020

Term

Loan,

First

Lien,

9.67%

(SOFR03M+425bps),

10/2/25(d)

........................................................

5,727,810

4,462,938

LifePoint

Health,

Inc.,

Senior

Secured

Term

Loan

B

Facility,

First

Lien,

10.91%

(SOFR03M+550bps),

11/16/28(d)

.......................................

2,968,576

2,955,960

LifeScan

Global

Corp.,

Term

Loan,

First

Lien,

11.88%

(SOFR06M+650bps),

12/31/26(d)

...

12,582,466

9,326,753

LifeScan

Global

Corp.,

Term

Loan,

Second

Lien,

14.88%

(SOFR06M+950bps),

10/1/25(d)

..

3,750,000

2,250,000

Perrigo

Investments

LLC,

Initial

Term

B

Loan,

First

Lien,

7.60%

(SOFR01M+225bps),

4/20/29(d)

........................................................

1,250,000

1,245,313

Radiology

Partners,

Inc.,

Term

Loan

New,

First

Lien,

9.75%

(SOFR06M+425bps),

7/9/25(d)

.

7,137,451

5,736,726

Team

Health

Holdings,

Inc.,

Facility

Extending

Term

Loan

B,

First

Lien,

10.63%

(SOFR03M+525bps),

3/2/27(d)

.........................................

7,457,611

5,645,411

U.S.

Renal

Care,

Inc.,

SOFR

TRM

C,

First

Lien,

10.35%

(SOFR01M+500bps),

6/28/28(d)

..

6,824,773

5,121,992

Upstream

Rehabilitation,

August

2021

Incremental

TL,

First

Lien,

9.63%

(SOFR03M+425bps),

11/20/26(d)

.......................................

1,230,804

1,156,193

53,141,380

Industrials

(13.7%):

AAdvantage

Loyalty

IP

Ltd.,

Initial

Term

Loan,

First

Lien,

10.17%

(SOFR03M+475bps),

4/20/28(d)

........................................................

10,600,714

10,875,697

American

Airlines,

Inc.,

Initial

Term

Loans,

First

Lien,

8.87%

(SOFR03M+350bps),

5/29/29(d)

........................................................

3,500,000

3,504,375

Avis

Budget

Car

Rental

LLC,

Tranche

C

Term

Loan,

First

Lien,

8.37%

(SOFR01M+300bps),

3/16/29(d)

........................................................

2,155,000

2,157,026

AZZ,

Inc.,

Initial

Term

Loan,

First

Lien,

9.10%

(SOFR01M+375bps),

5/11/29(d)

.........

4,321,368

4,336,017

Cengage

Learning,

Inc.,

Term

B

Loan,

First

Lien,

10.14%

(SOFR03M+475bps),

7/14/26(d)

..

5,461,910

5,471,850

Chart

Industries,

Inc.,

Term

Loan

B,

First

Lien,

8.59%

(SOFR01M+325bps),

3/17/30(d)

....

2,509,224

2,511,307

Victory

Portfolios

Victory

Floating

Rate

Fund

43

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Cornerstone

Building

Brands,

Inc.,

New

Term

Loan

B,

First

Lien,

8.61%

(SOFR01M+325bps),

4/12/28(d)

........................................................

$

5,416,487

$

5,405,220

Gates

Global

LLC,

Initial

B-3

Dollar

Term

Loan,

First

Lien,

7.85%

(SOFR01M+250bps),

3/31/27(d)

........................................................

7,715,845

7,720,706

Graham

Packaging

Co.,

Inc.,

New

Term

Loans,

First

Lien,

8.35%

(SOFR01M+300bps),

8/4/27(d)

.........................................................

6,429,000

6,433,307

Harsco

Corp.,

Term

B-3

Loans,

First

Lien,

7.60%

(SOFR01M+225bps),

3/10/28(d)

........

3,923,720

3,910,967

Hertz

Corp.,

Initial

Term

B

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

6/30/28(d)

.....

12,314,936

12,264,937

Hertz

Corp.,

Initial

Term

C

Loan,

First

Lien,

8.60%

(SOFR01M+325bps),

6/30/28(d)

......

2,380,402

2,370,737

Janus

International

Group

LLC,

Amendment

No.

6

Refinancing

Term

Loan,

First

Lien,

8.66%

(SOFR03M+325bps),

8/3/30(d)

.........................................

3,990,000

3,993,751

Madison

IAQ

LLC,

Initial

Term

Loans,

First

Lien,

8.61%

(SOFR01M+325bps),

6/21/28(d)

..

6,052,748

6,025,208

SRS

Distribution,

Inc.,

2021

Refinancing

Term

Loans,

First

Lien,

8.85%

(SOFR01M+350bps),

6/4/28(d)

.........................................................

5,162,358

5,164,526

Titan

Acquisition

Ltd.,

Initial

Term

Loan,

First

Lien,

8.73%

(LIBOR06M+300bps),

3/28/25(d)

6,044,272

6,031,700

Transdigm,

Inc.,

Tranche

I

Term

Loans,

First

Lien,

8.64%

(SOFR03M+325bps),

8/24/28(d)

..

5,309,361

5,329,271

TransDigm,

Inc.,

Tranche

J

Term

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

2/28/31(d)

.

750,000

752,813

Trident

TPI

Holdings,

Inc.,

Tranche

B-3

Initial

Term

Loans,

First

Lien,

9.39%

(SOFR03M+400bps),

9/18/28(d)

........................................

2,926,658

2,912,639

White

Cap

Buyer

LLC,

Initial

Closing

Date

Term

Loan,

First

Lien,

9.10%

(SOFR01M+375bps),

10/19/27(d)

.......................................

6,192,559

6,202,900

103,374,954

Information

Technology

(2.5%):

Cloud

Software

Group,

Inc.,

3/30/29(e)

.......................................

12,155,562

11,850,215

McAfee

Corp.,

Tranche

B-1

Term

Loans,

First

Lien,

9.09%

(SOFR01M+375bps),

3/1/29(d)

.

1,994,937

1,981,231

UKG,

Inc.,

Incremental

Term

Loans,

First

Lien,

8.66%

(SOFR03M+325bps),

5/3/26(d)

.....

4,974,619

4,982,728

18,814,174

Materials

(0.6%):

Albaugh

LLC,

Initial

Term

Loans,

First

Lien,

9.13%

(SOFR03M+375bps),

5/2/29(d)

......

916,587

879,924

WireCo

WorldGroup,

Inc.,

Initial

Term

Loan,

First

Lien,

9.11%

(SOFR01M+375bps),

11/13/28(d)

.......................................................

3,795,059

3,785,571

4,665,495

Real

Estate

(0.9%):

RealPage,

Inc.,

Initial

Term

Loan,

First

Lien,

8.35%

(SOFR01M+300bps),

4/22/28(d)

......

6,966,915

6,903,376

Total

Senior

Secured

Loans

(Cost

$724,979,136)

643,048,079

Corporate

Bonds

(8.9%)

Communication

Services

(1.5%):

Cumulus

Media

New

Holdings,

Inc.,

6.75%,

7/1/26,

Callable

2/5/24

@

101.69(g)

.........

3,847,000

2,598,542

Gray

Escrow

II,

Inc.,

5.38%,

11/15/31,

Callable

11/15/26

@

102.69(g)

.................

2,000,000

1,508,671

iHeartCommunications,

Inc.,

8.38%,

5/1/27,

Callable

1/22/24

@

102.09

................

475,000

308,236

Outfront

Media

Capital

LLC/Outfront

Media

Capital

Corp.,

4.25%,

1/15/29,

Callable

2/5/24

@

102.13(g)

........................................................

1,250,000

1,126,971

Sinclair

Television

Group,

Inc.,

5.50%,

3/1/30,

Callable

12/1/24

@

102.75(g)

............

5,850,000

4,377,648

Sirius

XM

Radio,

Inc.,

3.88%,

9/1/31,

Callable

9/1/26

@

101.94(g)

...................

2,053,000

1,752,961

11,673,029

Consumer

Discretionary

(2.9%):

Avis

Budget

Car

Rental

LLC/Avis

Budget

Finance,

Inc.,

5.38%,

3/1/29,

Callable

3/1/24

@

102.69(g)

........................................................

3,500,000

3,239,942

Caesars

Entertainment,

Inc.,

8.13%,

7/1/27,

Callable

2/5/24

@

104.06(g)

...............

1,550,000

1,588,568

Carnival

Holdings

Bermuda

Ltd.,

10.38%,

5/1/28,

Callable

5/1/25

@

105.19(g)

..........

2,000,000

2,185,000

Cinemark

USA,

Inc.,

5.25%,

7/15/28,

Callable

7/15/24

@

102.63(g)

..................

3,500,000

3,212,472

Life

Time,

Inc.,

8.00%,

4/15/26,

Callable

2/5/24

@

102(g)

..........................

1,500,000

1,519,610

Premier

Entertainment

Sub

LLC/Premier

Entertainment

Finance

Corp.,

5.88%,

9/1/31,

Callable

9/1/26

@

102.98(g)

.................................................

3,000,000

2,319,807

The

Goodyear

Tire

&

Rubber

Co.,

5.25%,

7/15/31,

Callable

4/15/31

@

100

.............

4,000,000

3,642,469

The

Hertz

Corp.,

5.00%,

12/1/29,

Callable

12/1/24

@

102.5(g)

......................

2,200,000

1,805,387

Victory

Portfolios

Victory

Floating

Rate

Fund

44

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Wynn

Resorts

Finance

LLC/Wynn

Resorts

Capital

Corp.,

7.13%,

2/15/31,

Callable

11/15/30

@

100(g)

...........................................................

$

2,100,000

$

2,186,095

21,699,350

Energy

(2.0%):

Apache

Corp.,

5.10%,

9/1/40,

Callable

3/1/40

@

100

.............................

2,000,000

1,714,000

Callon

Petroleum

Co.

8.00%,

8/1/28,

Callable

8/1/24

@

104(g)

..................................

500,000

511,663

7.50%,

6/15/30,

Callable

6/15/25

@

103.75(g)

..............................

2,250,000

2,274,048

Comstock

Resources,

Inc.

6.75%,

3/1/29,

Callable

3/1/24

@

103.38(g)

................................

2,005,000

1,841,951

5.88%,

1/15/30,

Callable

1/15/25

@

102.94(g)

..............................

1,500,000

1,305,563

New

Fortress

Energy,

Inc.,

6.50%,

9/30/26,

Callable

2/5/24

@

103.25(g)

...............

1,000,000

961,150

PBF

Holding

Co.

LLC/PBF

Finance

Corp.,

6.00%,

2/15/28,

Callable

2/5/24

@

103

........

2,258,000

2,205,826

Permian

Resources

Operating

LLC,

5.88%,

7/1/29,

Callable

7/1/24

@

102.94(g)

..........

2,000,000

1,945,936

Talos

Production,

Inc.,

12.00%,

1/15/26,

Callable

1/22/24

@

103

.....................

2,130,000

2,195,774

14,955,911

Financials

(0.4%):

Compass

Group

Diversified

Holdings

LLC,

5.25%,

4/15/29,

Callable

4/15/24

@

102.63(g)

..

3,000,000

2,790,513

Health

Care

(0.8%):

CHS/Community

Health

Systems,

Inc.

6.13%,

4/1/30,

Callable

4/1/25

@

103.06(g)

................................

4,500,000

2,896,559

5.25%,

5/15/30,

Callable

5/15/25

@

102.63(g)

..............................

1,000,000

835,623

Radiology

Partners,

Inc.,

9.25%,

2/1/28,

Callable

2/5/24

@

102.31(g)

.................

2,600,000

1,331,130

Team

Health

Holdings,

Inc.,

6.38%,

2/1/25,

Callable

1/22/24

@

100(g)

................

1,583,000

1,324,811

6,388,123

Industrials

(0.7%):

American

Airlines,

Inc.,

8.50%,

5/15/29,

Callable

11/15/25

@

104.25(g)

...............

800,000

846,216

ITT

Holdings

LLC,

6.50%,

8/1/29,

Callable

8/1/24

@

103.25(g)

.....................

1,750,000

1,547,094

Rand

Parent

LLC,

8.50%,

2/15/30,

Callable

2/15/26

@

104.25(g)

....................

1,650,000

1,578,136

Wabash

National

Corp.,

4.50%,

10/15/28,

Callable

10/15/24

@

102.25(g)

...............

1,200,000

1,090,353

5,061,799

Information

Technology

(0.3%):

Cloud

Software

Group,

Inc.,

6.50%,

3/31/29,

Callable

9/30/25

@

103.25(g)

.............

2,000,000

1,906,954

Materials

(0.3%):

The

Scotts

Miracle-Gro

Co.

4.00%,

4/1/31,

Callable

4/1/26

@

102

....................................

2,000,000

1,721,503

4.38%,

2/1/32,

Callable

8/1/26

@

102.19

..................................

790,000

675,088

2,396,591

Total

Corporate

Bonds

(Cost

$70,564,742)

66,872,270

Yankee

Dollars

(1.8%)

Communication

Services

(0.4%):

Intelsat

Jackson

Holdings

SA,

6.50%,

3/15/30,

Callable

3/15/25

@

102(g)

..............

3,000,000

2,871,411

Consumer

Discretionary

(0.6%):

Carnival

Corp.,

6.00%,

5/1/29,

Callable

11/1/24

@

103(g)

..........................

875,000

840,810

Royal

Caribbean

Cruises

Ltd.,

7.25%,

1/15/30,

Callable

12/15/25

@

103.63(g)

...........

2,000,000

2,088,361

Viking

Ocean

Cruises

Ship

VII

Ltd.,

5.63%,

2/15/29,

Callable

2/15/24

@

102.81(g)

.......

1,875,000

1,826,481

4,755,652

Financials

(0.2%):

Diamond

Foreign

Asset

Co./Diamond

Finance

LLC,

8.50%,

10/1/30,

Callable

10/1/26

@

104.25(g)

........................................................

1,250,000

1,277,075

Health

Care

(0.2%):

Bausch

Health

Cos.,

Inc.,

6.13%,

2/1/27,

Callable

2/5/24

@

103.06(g)

.................

1,800,000

1,214,710

Victory

Portfolios

Victory

Floating

Rate

Fund

45

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Industrials

(0.4%):

Bombardier,

Inc.

7.88%,

4/15/27,

Callable

2/5/24

@

101.97(g)

...............................

$

2,220,000

$

2,220,785

8.75%,

11/15/30,

Callable

11/15/26

@

104.38(g)

............................

1,000,000

1,065,513

3,286,298

Total

Yankee

Dollars

(Cost

$12,774,010)

13,405,146

Total

Investments

(Cost

$810,380,641)

—

96.6%

727,610,258

Other

assets

in

excess

of

liabilities

—

3.4%

25,256,734

NET

ASSETS

-

100.00%

$

752,866,992

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

8.7%

of

net

assets.

(a)

Non-income

producing

security.

(b)

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(c)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

0.0%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(d)

Variable

or

Floating-Rate

Security.

Rate

disclosed

is

as

of

December

31,

2023.

(e)

The

rates

for

this

senior

secured

loan

will

be

known

on

settlement

date

of

the

loan,

subsequent

to

this

report

date.

Senior

secured

loans

have

rates

that

will

fluctuate

over

time

in

line

with

prevailing

interest

rates.

(f)

Currently

the

issuer

is

in

default

with

respect

to

interest

and/or

principal

payments.

(g)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$67,814,520

and

amounted

to

9.0%

of

net

assets.

bps

—

Basis

points

DIP

—

Debtor-In-Possession

LIBOR

—

London

Interbank

Offered

Rate

LIBOR06M

—

6

Month

US

Dollar

LIBOR,

rate

disclosed

as

of

December

31,

2023,

based

on

the

last

reset

date

of

the

security.

LLC

—

Limited

Liability

Company

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFR01M

—

1

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR03M

—

3

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR06M

—

6

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

Statements

of

Assets

and

Liabilities

December

31,

2023

46

See

notes

to

financial

statements.

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

Victory

High

Yield

Fund

Victory

Tax-Exempt

Fund

Assets:

Investments,

at

value

(Cost

$135,520,838,

$201,126,978

and

$37,415,389)

$

134,577,724‌

(a)

$

186,093,650‌

(b)

$

35,700,963‌

Cash

491,319‌

1,570,641‌

50,158‌

Deposit

with

broker

for

futures

contracts

449‌

—‌

—‌

Receivables:

Interest

and

dividends

1,012,755‌

3,755,595‌

445,991‌

Capital

shares

issued

112,379‌

51,196‌

1,577‌

Investments

sold

492,363‌

253,510‌

300,000‌

From

Adviser

23,612‌

29,625‌

20,765‌

Prepaid

expenses

17,778‌

14,514‌

14,871‌

Total

Assets

136,728,379‌

191,768,731‌

36,534,325‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

103,000‌

12,499,240‌

—‌

Distributions

89,179‌

54,774‌

5,426‌

Investments

purchased

—‌

526,917‌

—‌

Capital

shares

redeemed

191,442‌

894,327‌

103,643‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

52,581‌

91,455‌

15,508‌

Administration

fees

6,138‌

7,960‌

1,636‌

Custodian

fees

2,430‌

3,698‌

600‌

Transfer

agent

fees

3,319‌

1,682‌

681‌

Sub-Transfer

agent

fees

27,046‌

43,465‌

7,863‌

Compliance

fees

108‌

143‌

28‌

Trustees'

fees

132‌

136‌

127‌

12b-1

fees

2,254‌

5,141‌

965‌

Other

accrued

expenses

24,200‌

30,414‌

14,902‌

Total

Liabilities

501,829‌

14,159,352‌

151,379‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

170,864,637‌

249,329,230‌

39,502,630‌

Total

accumulated

earnings/(loss)

(

34,638,087‌

)

(

71,719,851‌

)

(

3,119,684‌

)

Net

Assets

$

136,226,550‌

$

177,609,379‌

$

36,382,946‌

Net

Assets

Class

A

$

54,265,706‌

$

28,258,385‌

$

25,328,154‌

Class

C

2,307,014‌

22,617,665‌

707,239‌

Class

R

1,153,857‌

16,109,182‌

—‌

Class

Y

78,499,973‌

110,624,147‌

10,347,553‌

Total

$

136,226,550‌

$

177,609,379‌

$

36,382,946‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

5,535,433‌

5,231,718‌

2,977,626‌

Class

C

235,251‌

4,176,443‌

83,194‌

Class

R

117,712‌

2,973,886‌

—‌

Class

Y

8,005,512‌

20,578,624‌

1,216,983‌

Total

13,893,908‌

32,960,671‌

4,277,803‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

9

.80‌

$

5

.40‌

$

8

.51‌

Class

C(c)

9

.81‌

5

.42‌

8

.50‌

Class

R

9

.80‌

5

.42‌

—‌

Class

Y

9

.81‌

5

.38‌

8

.50‌

Maximum

Sales

Charge

—

Class

A

2.25%

2.25%

2.25%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

10

.03‌

$

5

.52‌

$

8

.71‌

(a)

Includes

$99,973

of

securities

on

loan.

(b)

Includes

$12,031,016

of

securities

on

loan.

(c)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Assets

and

Liabilities

December

31,

2023

47

See

notes

to

financial

statements.

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

Victory

Floating

Rate

Fund

Assets:

Investments,

at

value

(Cost

$40,429,355

and

$810,380,641)

$

36,005,822‌

$

727,610,258‌

Cash

113,757‌

4,943,691‌

Receivables:

Interest

and

dividends

436,214‌

8,194,209‌

Capital

shares

issued

1,928‌

1,608,143‌

Investments

sold

—‌

25,038,123‌

From

Adviser

23,679‌

100,377‌

Prepaid

expenses

24,893‌

36,405‌

Total

Assets

36,606,293‌

767,531,206‌

Liabilities:

Payables:

Distributions

5,911‌

1,295,109‌

Investments

purchased

—‌

6,935,702‌

Capital

shares

redeemed

61,351‌

5,612,143‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

15,517‌

446,286‌

Administration

fees

1,644‌

35,855‌

Custodian

fees

600‌

42,512‌

Transfer

agent

fees

2,236‌

3,798‌

Sub-Transfer

agent

fees

3,837‌

173,705‌

Compliance

fees

28‌

665‌

Trustees'

fees

127‌

166‌

12b-1

fees

694‌

12,277‌

Other

accrued

expenses

14,588‌

105,996‌

Total

Liabilities

106,533‌

14,664,214‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

42,057,926‌

1,233,767,472‌

Total

accumulated

earnings/(loss)

(

5,558,166‌

)

(

480,900,480‌

)

Net

Assets

$

36,499,760‌

$

752,866,992‌

Net

Assets

Class

A

$

18,356,683‌

$

187,617,350‌

Class

C

474,978‌

42,098,961‌

Class

R

—‌

278,689‌

Class

Y

14,527,786‌

518,827,373‌

Member

Class

3,140,313‌

4,044,619‌

Total

$

36,499,760‌

$

752,866,992‌

Shares

(unlimited

number

of

shares

authorized

with

a

par

value

of

$0.001

per

share):

Class

A

1,968,370‌

23,078,335‌

Class

C

50,947‌

5,175,364‌

Class

R

—‌

34,279‌

Class

Y

1,557,378‌

63,786,353‌

Member

Class

336,691‌

497,643‌

Total

3,913,386‌

92,571,974‌

Net

asset

value,

offering

and

redemption

price

per

share:

Class

A

$

9

.33‌

$

8

.13‌

Class

C(a)

9

.32‌

8

.13‌

Class

R

—‌

8

.13‌

Class

Y

9

.33‌

8

.13‌

Member

Class

9

.33‌

8

.13‌

Maximum

Sales

Charge

—

Class

A

2.25%

2.25%

Maximum

offering

price

(100%/(100%-maximum

sales

charge)

of

net

asset

value

adjusted

to

the

nearest

cent)

per

share

—

Class

A

$

9

.54‌

$

8

.32‌

(a)

Redemption

price

per

share

varies

by

the

length

of

time

shares

are

held.

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

48

See

notes

to

financial

statements.

Victory

Portfolios

Victory

Low

Duration

Bond

Fund

Victory

High

Yield

Fund

Victory

Tax-Exempt

Fund

Investment

Income:

Dividends

$

118,760‌

$

4,375‌

$

—‌

Interest

5,453,732‌

18,622,002‌

1,586,605‌

Securities

lending

(net

of

fees)

11,673‌

499,329‌

—‌

Total

Income

5,584,165‌

19,125,706‌

1,586,605‌

Expenses:

Investment

advisory

fees

745,824‌

1,284,584‌

187,227‌

Administration

fees

91,666‌

118,419‌

20,720‌

Sub-Administration

fees

21,000‌

18,500‌

17,000‌

12b-1

fees

—

Class

A

160,785‌

69,890‌

65,397‌

12b-1

fees

—

Class

C

28,137‌

226,377‌

8,212‌

12b-1

fees

—

Class

R

5,748‌

76,759‌

—‌

Custodian

fees

14,882‌

22,660‌

5,746‌

Transfer

agent

fees

—

Class

A

17,798‌

4,717‌

3,160‌

Transfer

agent

fees

—

Class

C

631‌

332‌

416‌

Transfer

agent

fees

—

Class

R

565‌

1,330‌

—‌

Transfer

agent

fees

—

Class

Y

630‌

2,561‌

269‌

Sub-Transfer

agent

fees

—

Class

A

48,950‌

16,969‌

20,551‌

Sub-Transfer

agent

fees

—

Class

C

349‌

10,272‌

29‌

Sub-Transfer

agent

fees

—

Class

R

941‌

2,823‌

—‌

Sub-Transfer

agent

fees

—

Class

Y

78,426‌

208,501‌

13,024‌

Trustees'

fees

13,311‌

16,822‌

4,431‌

Compliance

fees

1,544‌

2,004‌

347‌

Legal

and

audit

fees

23,489‌

27,828‌

11,996‌

State

registration

and

filing

fees

67,752‌

72,577‌

45,481‌

Line

of

credit

fees

543‌

—‌

—‌

Interfund

lending

—‌

779‌

—‌

Other

expenses

34,395‌

43,671‌

18,771‌

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

652‌

—‌

—‌

Total

Expenses

1,358,018‌

2,228,375‌

422,777‌

Less

fees

paid

indirectly

—‌

—‌

(

2,816‌

)

Expenses

waived/reimbursed

by

Adviser

(

147,745‌

)

(

236,916‌

)

(

125,354‌

)

Net

Expenses

1,210,273‌

1,991,459‌

294,607‌

Net

Investment

Income

(Loss)

4,373,892‌

17,134,247‌

1,291,998‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

(

1,267,156‌

)

(

40,008,643‌

)

(

110,721‌

)

Net

realized

gains

(losses)

from

futures

contracts

(

1,301,689‌

)

—‌

—‌

Net

realized

gains

(losses)

from

swap

agreements

1,042,296‌

—‌

—‌

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

4,996,576‌

46,202,542‌

1,190,314‌

Net

change

in

unrealized

appreciation/depreciation

on

futures

contracts

(

97,950‌

)

—‌

—‌

Net

change

in

unrealized

appreciation/depreciation

on

swap

agreements

(

397,087‌

)

—‌

—‌

Net

realized/unrealized

gains

(losses)

on

investments

2,974,990‌

6,193,899‌

1,079,593‌

Change

in

net

assets

resulting

from

operations

$

7,348,882‌

$

23,328,146‌

$

2,371,591‌

Statements

of

Operations

For

the

Year

Ended

December

31,

2023

49

See

notes

to

financial

statements.

Victory

Portfolios

Victory

High

Income

Municipal

Bond

Fund

Victory

Floating

Rate

Fund

Investment

Income:

Dividends

$

9,456‌

$

44,962‌

Interest

1,848,553‌

108,253,572‌

Total

Income

1,858,009‌

108,298,534‌

Expenses:

Investment

advisory

fees

190,382‌

6,886,151‌

Administration

fees

21,066‌

585,833‌

Sub-Administration

fees

18,500‌

19,542‌

12b-1

fees

—

Class

A

49,530‌

552,836‌

12b-1

fees

—

Class

C

9,072‌

510,000‌

12b-1

fees

—

Class

R

—‌

1,875‌

Custodian

fees

5,839‌

254,300‌

Transfer

agent

fees

—

Class

A

1,899‌

7,469‌

Transfer

agent

fees

—

Class

C

93‌

1,482‌

Transfer

agent

fees

—

Class

R

—‌

323‌

Transfer

agent

fees

—

Class

Y

275‌

1,544‌

Transfer

agent

fees

—

Member

Class

3,204‌

6,382‌

Sub-Transfer

agent

fees

—

Class

A

10,999‌

192,673‌

Sub-Transfer

agent

fees

—

Class

C

304‌

42,353‌

Sub-Transfer

agent

fees

—

Class

R

—‌

491‌

Sub-Transfer

agent

fees

—

Class

Y

8,381‌

599,567‌

Trustees'

fees

4,491‌

80,039‌

Compliance

fees

350‌

10,119‌

Legal

and

audit

fees

11,877‌

145,111‌

State

registration

and

filing

fees

59,482‌

107,883‌

Interfund

lending

—‌

12,813‌

Other

expenses

21,125‌

177,485‌

Recoupment

of

prior

expenses

waived/reimbursed

by

Adviser

—‌

1,608‌

Total

Expenses

416,869‌

10,197,879‌

Less

fees

paid

indirectly

(

2,835‌

)

—‌

Expenses

waived/reimbursed

by

Adviser

(

139,280‌

)

(

920,659‌

)

Net

Expenses

274,754‌

9,277,220‌

Net

Investment

Income

(Loss)

1,583,255‌

99,021,314‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

(

160,259‌

)

(

106,703,605‌

)

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

1,223,602‌

99,561,141‌

Net

realized/unrealized

gains

(losses)

on

investments

1,063,343‌

(

7,142,464‌

)

Change

in

net

assets

resulting

from

operations

$

2,646,598‌

$

91,878,850‌

50

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Victory

High

Yield

Fund

Victory

Tax-Exempt

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

4,373,892‌

$

2,567,116‌

$

17,134,247‌

$

20,120,748‌

$

1,291,998‌

$

1,464,502‌

Net

realized

gains

(losses)

(

1,526,549‌

)

(

2,268,869‌

)

(

40,008,643‌

)

(

12,799,167‌

)

(

110,721‌

)

(

266,141‌

)

Net

change

in

unrealized

appreciation/depreciation

4,501,539‌

(

7,891,919‌

)

46,202,542‌

(

64,592,741‌

)

1,190,314‌

(

7,310,013‌

)

Change

in

net

assets

resulting

from

operations

7,348,882‌

(

7,593,672‌

)

23,328,146‌

(

57,271,160‌

)

2,371,591‌

(

6,111,652‌

)

Distributions

to

Shareholders:

Class

A

(

1,836,102‌

)

(

1,184,967‌

)

(

2,365,537‌

)

(

2,582,986‌

)

(

1,024,056‌

)

(

1,359,219‌

)

Class

C

(

58,282‌

)

(

33,971‌

)

(

1,750,802‌

)

(

1,793,155‌

)

(

25,583‌

)

(

48,903‌

)

Class

R

(

28,731‌

)

(

12,816‌

)

(

1,245,492‌

)

(

1,117,459‌

)

—‌

—‌

Class

Y

(

2,996,339‌

)

(

2,056,953‌

)

(

13,009,939‌

)

(

15,051,058‌

)

(

421,493‌

)

(

594,628‌

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

4,919,454‌

)

(

3,288,707‌

)

(

18,371,770‌

)

(

20,544,658‌

)

(

1,471,132‌

)

(

2,002,750‌

)

Change

in

net

assets

resulting

from

capital

transactions

(

47,206,112‌

)

(

25,401,306‌

)

(

72,473,640‌

)

(

15,844,877‌

)

(

1,014,944‌

)

(

6,707,385‌

)

Change

in

net

assets

(

44,776,684‌

)

(

36,283,685‌

)

(

67,517,264‌

)

(

93,660,695‌

)

(

114,485‌

)

(

14,821,787‌

)

Net

Assets:

Beginning

of

period

181,003,234‌

217,286,919‌

245,126,643‌

338,787,338‌

36,497,431‌

51,319,218‌

End

of

period

$

136,226,550‌

$

181,003,234‌

$

177,609,379‌

$

245,126,643‌

$

36,382,946‌

$

36,497,431‌

51

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Victory

High

Yield

Fund

Victory

Tax-Exempt

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

5,240,231‌

$

31,077,464‌

$

3,075,083‌

$

4,620,240‌

$

4,548,677‌

$

9,954,581‌

Distributions

reinvested

1,654,513‌

1,069,427‌

1,504,995‌

1,725,144‌

971,057‌

1,271,336‌

Cost

of

shares

redeemed

(

23,987,054‌

)

(

34,520,760‌

)

(

5,569,930‌

)

(

17,029,134‌

)

(

5,542,165‌

)

(

16,407,801‌

)

Total

Class

A

$

(

17,092,310‌

)

$

(

2,373,869‌

)

$

(

989,852‌

)

$

(

10,683,750‌

)

$

(

22,431‌

)

$

(

5,181,884‌

)

Class

C

Proceeds

from

shares

issued

$

823,894‌

$

1,880,995‌

$

980,278‌

$

3,482,445‌

$

22,923‌

$

333,464‌

Distributions

reinvested

53,956‌

32,476‌

1,305,675‌

1,032,069‌

23,619‌

46,307‌

Cost

of

shares

redeemed

(

2,459,547‌

)

(

3,338,417‌

)

(

4,245,829‌

)

(

5,904,434‌

)

(

282,800‌

)

(

1,205,436‌

)

Total

Class

C

$

(

1,581,697‌

)

$

(

1,424,946‌

)

$

(

1,959,876‌

)

$

(

1,389,920‌

)

$

(

236,258‌

)

$

(

825,665‌

)

Class

R

Proceeds

from

shares

issued

$

307,401‌

$

199,890‌

$

281,886‌

$

421,438‌

$

—‌

$

—‌

Distributions

reinvested

28,730‌

12,815‌

682,753‌

137,188‌

—‌

—‌

Cost

of

shares

redeemed

(

291,771‌

)

(

274,569‌

)

(

542,564‌

)

(

143,786‌

)

—‌

—‌

Total

Class

R

$

44,360‌

$

(

61,864‌

)

$

422,075‌

$

414,840‌

$

—‌

$

—‌

Class

Y

Proceeds

from

shares

issued

$

48,940,554‌

$

55,691,544‌

$

62,328,490‌

$

173,422,368‌

$

2,290,304‌

$

9,356,843‌

Distributions

reinvested

2,420,143‌

1,663,223‌

12,984,563‌

15,032,014‌

407,017‌

577,178‌

Cost

of

shares

redeemed

(

79,937,162‌

)

(

78,895,394‌

)

(

145,259,040‌

)

(

192,640,429‌

)

(

3,453,576‌

)

(

10,633,857‌

)

Total

Class

Y

$

(

28,576,465‌

)

$

(

21,540,627‌

)

$

(

69,945,987‌

)

$

(

4,186,047‌

)

$

(

756,255‌

)

$

(

699,836‌

)

Change

in

net

assets

resulting

from

capital

transactions

$

(

47,206,112‌

)

$

(

25,401,306‌

)

$

(

72,473,640‌

)

$

(

15,844,877‌

)

$

(

1,014,944‌

)

$

(

6,707,385‌

)

Share

Transactions:

Class

A

Issued

542,329‌

3,166,353‌

583,553‌

783,246‌

546,465‌

1,145,635‌

Reinvested

170,798‌

109,743‌

285,368‌

296,774‌

117,696‌

147,649‌

Redeemed

(

2,479,990‌

)

(

3,541,453‌

)

(

1,055,280‌

)

(

2,913,037‌

)

(

677,203‌

)

(

1,912,426‌

)

Total

Class

A

(

1,766,863‌

)

(

265,357‌

)

(

186,359‌

)

(

1,833,017‌

)

(

13,042‌

)

(

619,142‌

)

Class

C

Issued

85,025‌

191,685‌

184,399‌

573,020‌

2,783‌

35,794‌

Reinvested

5,567‌

3,342‌

247,412‌

178,458‌

2,863‌

5,338‌

Redeemed

(

253,558‌

)

(

340,742‌

)

(

800,531‌

)

(

1,035,733‌

)

(

34,501‌

)

(

137,452‌

)

Total

Class

C

(

162,966‌

)

(

145,715‌

)

(

368,720‌

)

(

284,255‌

)

(

28,855‌

)

(

96,320‌

)

Class

R

Issued

31,741‌

20,168‌

53,239‌

69,477‌

—‌

—‌

Reinvested

2,966‌

1,317‌

129,895‌

23,822‌

—‌

—‌

Redeemed

(

30,084‌

)

(

27,860‌

)

(

102,587‌

)

(

24,383‌

)

—‌

—‌

Total

Class

R

4,623‌

(

6,375‌

)

80,547‌

68,916‌

—‌

—‌

Class

Y

Issued

5,060,081‌

5,674,795‌

11,789,398‌

29,095,639‌

275,533‌

1,044,358‌

Reinvested

249,801‌

170,445‌

2,469,870‌

2,610,339‌

49,344‌

66,989‌

Redeemed

(

8,256,992‌

)

(

8,040,501‌

)

(

27,553,398‌

)

(

32,937,648‌

)

(

416,792‌

)

(

1,231,080‌

)

Total

Class

Y

(

2,947,110‌

)

(

2,195,261‌

)

(

13,294,130‌

)

(

1,231,670‌

)

(

91,915‌

)

(

119,733‌

)

Change

in

Shares

(

4,872,316‌

)

(

2,612,708‌

)

(

13,768,662‌

)

(

3,280,026‌

)

(

133,812‌

)

(

835,195‌

)

52

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Victory

Floating

Rate

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

1,583,255‌

$

1,716,763‌

$

99,021,314‌

$

109,307,705‌

Net

realized

gains

(losses)

(

160,259‌

)

(

538,945‌

)

(

106,703,605‌

)

(

103,162,620‌

)

Net

change

in

unrealized

appreciation/depreciation

1,223,602‌

(

8,833,268‌

)

99,561,141‌

(

170,669,010‌

)

Change

in

net

assets

resulting

from

operations

2,646,598‌

(

7,655,450‌

)

91,878,850‌

(

164,523,925‌

)

Distributions

to

Shareholders:

Class

A

(

875,326‌

)

(

1,271,803‌

)

(

21,288,208‌

)

(

17,479,036‌

)

Class

C

(

32,904‌

)

(

58,566‌

)

(

4,495,067‌

)

(

3,482,234‌

)

Class

R

—‌

—‌

(

33,692‌

)

(

29,001‌

)

Class

Y

(

623,752‌

)

(

521,176‌

)

(

76,854,505‌

)

(

88,352,703‌

)

Member

Class

(

180,403‌

)

(

153,672‌

)

(

424,844‌

)

(

255,361‌

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

1,712,385‌

)

(

2,005,217‌

)

(

103,096,316‌

)

(

109,598,335‌

)

Change

in

net

assets

resulting

from

capital

transactions

(

3,964,631‌

)

(

4,293,890‌

)

(

491,556,708‌

)

(

672,675,949‌

)

Change

in

net

assets

(

3,030,418‌

)

(

13,954,557‌

)

(

502,774,174‌

)

(

946,798,209‌

)

Net

Assets:

Beginning

of

period

39,530,178‌

53,484,735‌

1,255,641,166‌

2,202,439,375‌

End

of

period

$

36,499,760‌

$

39,530,178‌

$

752,866,992‌

$

1,255,641,166‌

53

Victory

Portfolios

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Victory

Floating

Rate

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Capital

Transactions:

Class

A

Proceeds

from

shares

issued

$

1,094,891‌

$

10,294,150‌

$

22,554,625‌

$

97,770,885‌

Distributions

reinvested

799,265‌

1,179,354‌

18,539,298‌

15,235,706‌

Cost

of

shares

redeemed

(

5,820,272‌

)

(

17,909,597‌

)

(

104,550,624‌

)

(

167,236,180‌

)

Total

Class

A

$

(

3,926,116‌

)

$

(

6,436,093‌

)

$

(

63,456,701‌

)

$

(

54,229,589‌

)

Class

C

Proceeds

from

shares

issued

$

31,801‌

$

28,108‌

$

2,520,914‌

$

14,847,278‌

Distributions

reinvested

32,904‌

58,388‌

4,010,155‌

3,095,076‌

Cost

of

shares

redeemed

(

865,735‌

)

(

660,750‌

)

(

22,604,047‌

)

(

30,677,125‌

)

Total

Class

C

$

(

801,030‌

)

$

(

574,254‌

)

$

(

16,072,978‌

)

$

(

12,734,771‌

)

Class

R

Proceeds

from

shares

issued

$

—‌

$

—‌

$

34,791‌

$

188,702‌

Distributions

reinvested

—‌

—‌

33,679‌

28,901‌

Cost

of

shares

redeemed

—‌

—‌

(

325,844‌

)

(

205,368‌

)

Total

Class

R

$

—‌

$

—‌

$

(

257,374‌

)

$

12,235‌

Class

Y

Proceeds

from

shares

issued

$

6,506,620‌

$

8,755,236‌

$

261,520,712‌

$

1,087,901,526‌

Distributions

reinvested

617,457‌

509,091‌

58,406,587‌

73,528,356‌

Cost

of

shares

redeemed

(

5,496,216‌

)

(

8,291,509‌

)

(

731,431,020‌

)

(

1,769,959,405‌

)

Total

Class

Y

$

1,627,861‌

$

972,818‌

$

(

411,503,721‌

)

$

(

608,529,523‌

)

Member

Class

Proceeds

from

shares

issued

$

979,698‌

$

2,638,043‌

$

582,178‌

$

4,026,377‌

Distributions

reinvested

180,403‌

153,672‌

424,844‌

255,361‌

Cost

of

shares

redeemed

(

2,025,447‌

)

(

1,048,076‌

)

(

1,272,956‌

)

(

1,476,039‌

)

Total

Member

Class

$

(

865,346‌

)

$

1,743,639‌

$

(

265,934‌

)

$

2,805,699‌

Change

in

net

assets

resulting

from

capital

transactions

$

(

3,964,631‌

)

$

(

4,293,890‌

)

$

(

491,556,708‌

)

$

(

672,675,949‌

)

Share

Transactions:

Class

A

Issued

120,776‌

1,095,148‌

2,759,951‌

10,891,955‌

Reinvested

88,435‌

123,326‌

2,272,839‌

1,777,071‌

Redeemed

(

638,228‌

)

(

1,919,547‌

)

(

12,820,191‌

)

(

19,287,321‌

)

Total

Class

A

(

429,017‌

)

(

701,073‌

)

(

7,787,401‌

)

(

6,618,295‌

)

Class

C

Issued

3,467‌

2,973‌

306,058‌

1,648,414‌

Reinvested

3,635‌

6,095‌

491,371‌

361,824‌

Redeemed

(

94,970‌

)

(

67,991‌

)

(

2,770,946‌

)

(

3,552,036‌

)

Total

Class

C

(

87,868‌

)

(

58,923‌

)

(

1,973,517‌

)

(

1,541,798‌

)

Class

R

Issued

—‌

—‌

4,269‌

20,892‌

Reinvested

—‌

—‌

4,116‌

3,384‌

Redeemed

—‌

—‌

(

39,693‌

)

(

23,243‌

)

Total

Class

R

—‌

—‌

(

31,308‌

)

1,033‌

Class

Y

Issued

711,605‌

932,072‌

31,655,977‌

122,271,204‌

Reinvested

68,348‌

53,109‌

7,148,584‌

8,535,580‌

Redeemed

(

605,547‌

)

(

872,754‌

)

(

89,593,253‌

)

(

205,741,941‌

)

Total

Class

Y

174,406‌

112,427‌

(

50,788,692‌

)

(

74,935,157‌

)

Member

Class

Issued

107,854‌

271,855‌

71,258‌

446,286‌

Reinvested

19,969‌

16,200‌

52,153‌

29,978‌

Redeemed

(

229,391‌

)

(

107,086‌

)

(

156,805‌

)

(

172,741‌

)

Total

Member

Class

(

101,568‌

)

180,969‌

(

33,394‌

)

303,523‌

Change

in

Shares

(

444,047‌

)

(

466,600‌

)

(

60,614,312‌

)

(

82,790,694‌

)

Victory

Portfolios

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

54

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.64

$10.16

$10.20

$9.99

$9.86

Investment

Activities:

Net

investment

income

(loss)(a)

0.24

0.12

0.09

0.14

0.19

Net

realized

and

unrealized

gains

(losses)

0.20

(0.49)

(0.02)

0.24

0.15

Total

from

Investment

Activities

0.44

(0.37)

0.07

0.38

0.34

Distributions

to

Shareholders

from:

Net

investment

income

(0.28)

(0.15)

(0.11)

(0.14)

(0.20)

Return

of

capital

—

—

—

(0.03)

(0.01)

Total

Distributions

(0.28)

(0.15)

(0.11)

(0.17)

(0.21)

Net

Asset

Value,

End

of

Period

$9.80

$9.64

$10.16

$10.20

$9.99

Total

Return

(excludes

sales

charge)(b)

4.65%

(3.62)%

0.71%

3.85%

3.51%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.85%

0.85%

0.85%

0.85%

0.85%

Net

Investment

Income

(Loss)

2.52%

1.18%

0.87%

1.39%

1.93%

Gross

Expenses(c)

0.96%

0.96%

0.95%

0.95%

0.95%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$54,266

$70,419

$76,901

$70,357

$61,972

Portfolio

Turnover(d)

58%

81%

58%

85%

50%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

55

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.65

$10.16

$10.20

$9.99

$9.85

Investment

Activities:

Net

investment

income

(loss)(a)

0.17

0.04

0.01

0.08

0.12

Net

realized

and

unrealized

gains

(losses)

0.20

(0.47)

(0.02)

0.22

0.16

Total

from

Investment

Activities

0.37

(0.43)

(0.01)

0.30

0.28

Distributions

to

Shareholders

from:

Net

investment

income

(0.21)

(0.08)

(0.03)

(0.07)

(0.14)

Return

of

capital

—

—

—

(0.02)

—(b)

Total

Distributions

(0.21)

(0.08)

(0.03)

(0.09)

(0.14)

Net

Asset

Value,

End

of

Period

$9.81

$9.65

$10.16

$10.20

$9.99

Total

Return

(excludes

contingent

deferred

sales

charge)(c)

3.85%

(4.26)%

(0.07)%

3.05%

2.81%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.62%

1.62%

1.62%

1.62%

1.62%

Net

Investment

Income

(Loss)

1.74%

0.37%

0.10%

0.76%

1.17%

Gross

Expenses(d)

2.04%

1.91%

1.91%

1.72%

1.70%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$2,307

$3,841

$5,528

$23,504

$38,969

Portfolio

Turnover(e)

58%

81%

58%

85%

50%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

56

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.64

$10.16

$10.20

$9.99

$9.86

Investment

Activities:

Net

investment

income

(loss)(a)

0.21

0.07

0.05

0.10

0.15

Net

realized

and

unrealized

gains

(losses)

0.19

(0.48)

(0.02)

0.24

0.15

Total

from

Investment

Activities

0.40

(0.41)

0.03

0.34

0.30

Distributions

to

Shareholders

from:

Net

investment

income

(0.24)

(0.11)

(0.07)

(0.10)

(0.16)

Return

of

capital

—

—

—

(0.03)

(0.01)

Total

Distributions

(0.24)

(0.11)

(0.07)

(0.13)

(0.17)

Net

Asset

Value,

End

of

Period

$9.80

$9.64

$10.16

$10.20

$9.99

Total

Return(b)

4.21%

(4.03)%

0.29%

3.41%

3.17%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.27%

1.27%

1.27%

1.27%

1.27%

Net

Investment

Income

(Loss)

2.15%

0.75%

0.45%

0.99%

1.50%

Gross

Expenses(c)

2.24%

2.22%

2.30%

2.38%

2.13%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$1,154

$1,090

$1,214

$1,129

$1,147

Portfolio

Turnover(d)

58%

81%

58%

85%

50%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

57

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Low

Duration

Bond

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.65

$10.16

$10.20

$9.99

$9.86

Investment

Activities:

Net

investment

income

(loss)(a)

0.27

0.14

0.11

0.17

0.21

Net

realized

and

unrealized

gains

(losses)

0.19

(0.47)

(0.01)

0.23

0.16

Total

from

Investment

Activities

0.46

(0.33)

0.10

0.40

0.37

Distributions

to

Shareholders

from:

Net

investment

income

(0.30)

(0.18)

(0.14)

(0.15)

(0.23)

Return

of

capital

—

—

—

(0.04)

(0.01)

Total

Distributions

(0.30)

(0.18)

(0.14)

(0.19)

(0.24)

Net

Asset

Value,

End

of

Period

$9.81

$9.65

$10.16

$10.20

$9.99

Total

Return(b)

4.78%

(3.30)%

0.94%

4.08%

3.76%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.62%

0.62%

0.62%

0.62%

0.62%

Net

Investment

Income

(Loss)

2.75%

1.40%

1.10%

1.64%

2.12%

Gross

Expenses(c)

0.68%

0.65%

0.67%

0.68%

0.69%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$78,500

$105,653

$133,644

$165,330

$164,509

Portfolio

Turnover(d)

58%

81%

58%

85%

50%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

58

See

notes

to

financial

statements.

Victory

High

Yield

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$5.26

$6.79

$6.83

$6.73

$6.20

Investment

Activities:

Net

investment

income

(loss)(a)

0.42

0.40

0.36

0.37

0.37

Net

realized

and

unrealized

gains

(losses)

0.17

(1.52)

(0.03)

0.10

0.54

Total

from

Investment

Activities

0.59

(1.12)

0.33

0.47

0.91

Distributions

to

Shareholders

from:

Net

investment

income

(0.45)

(0.41)

(0.37)

(0.37)

(0.38)

Total

Distributions

(0.45)

(0.41)

(0.37)

(0.37)

(0.38)

Net

Asset

Value,

End

of

Period

$5.40

$5.26

$6.79

$6.83

$6.73

Total

Return

(excludes

sales

charge)(b)

11.69%

(16.87)%

4.86%

7.61%

14.90%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.00%

1.00%

1.00%

1.00%

1.00%

Net

Investment

Income

(Loss)

7.88%

6.68%

5.22%

5.85%

5.70%

Gross

Expenses(c)

1.09%

1.08%

1.08%

1.12%

1.12%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$28,258

$28,508

$49,271

$38,735

$31,602

Portfolio

Turnover(d)

46%

47%

67%

124%

87%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

59

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

High

Yield

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$5.28

$6.81

$6.85

$6.75

$6.21

Investment

Activities:

Net

investment

income

(loss)(a)

0.38

0.36

0.31

0.33

0.33

Net

realized

and

unrealized

gains

(losses)

0.17

(1.52)

(0.03)

0.10

0.54

Total

from

Investment

Activities

0.55

(1.16)

0.28

0.43

0.87

Distributions

to

Shareholders

from:

Net

investment

income

(0.41)

(0.37)

(0.32)

(0.33)

(0.33)

Total

Distributions

(0.41)

(0.37)

(0.32)

(0.33)

(0.33)

Net

Asset

Value,

End

of

Period

$5.42

$5.28

$6.81

$6.85

$6.75

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

10.87%

(17.41)%

4.11%

6.84%

14.24%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.70%

1.70%

1.70%

1.70%

1.70%

Net

Investment

Income

(Loss)

7.16%

6.03%

4.51%

5.14%

5.00%

Gross

Expenses(c)

1.81%

1.80%

1.78%

1.81%

1.82%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$22,618

$23,976

$32,889

$25,957

$21,163

Portfolio

Turnover(d)

46%

47%

67%

124%

87%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

60

See

notes

to

financial

statements.

Victory

High

Yield

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$5.28

$6.81

$6.85

$6.75

$6.22

Investment

Activities:

Net

investment

income

(loss)(a)

0.40

0.38

0.34

0.35

0.35

Net

realized

and

unrealized

gains

(losses)

0.17

(1.52)

(0.03)

0.10

0.53

Total

from

Investment

Activities

0.57

(1.14)

0.31

0.45

0.88

Distributions

to

Shareholders

from:

Net

investment

income

(0.43)

(0.39)

(0.35)

(0.35)

(0.35)

Total

Distributions

(0.43)

(0.39)

(0.35)

(0.35)

(0.35)

Net

Asset

Value,

End

of

Period

$5.42

$5.28

$6.81

$6.85

$6.75

Total

Return(b)

11.29%

(17.07)%

4.55%

7.24%

14.48%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.31%

1.29%

1.28%

1.33%

1.33%

Net

Investment

Income

(Loss)

7.53%

6.46%

4.93%

5.51%

5.37%

Gross

Expenses(c)

1.31%

1.29%

1.28%

1.33%

1.33%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$16,109

$15,267

$19,243

$19,248

$18,818

Portfolio

Turnover(d)

46%

47%

67%

124%

87%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

61

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

High

Yield

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$5.24

$6.76

$6.80

$6.70

$6.17

Investment

Activities:

Net

investment

income

(loss)(a)

0.43

0.41

0.38

0.39

0.39

Net

realized

and

unrealized

gains

(losses)

0.17

(1.51)

(0.04)

0.10

0.53

Total

from

Investment

Activities

0.60

(1.10)

0.34

0.49

0.92

Distributions

to

Shareholders

from:

Net

investment

income

(0.46)

(0.42)

(0.38)

(0.39)

(0.39)

Total

Distributions

(0.46)

(0.42)

(0.38)

(0.39)

(0.39)

Net

Asset

Value,

End

of

Period

$5.38

$5.24

$6.76

$6.80

$6.70

Total

Return(b)

12.02%

(16.58)%

5.15%

7.88%

15.25%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.76%

0.76%

0.76%

0.76%

0.76%

Net

Investment

Income

(Loss)

8.21%

7.00%

5.49%

6.11%

5.96%

Gross

Expenses(c)

0.89%

0.86%

0.84%

0.90%

0.92%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$110,624

$177,376

$237,385

$168,677

$108,171

Portfolio

Turnover(d)

46%

47%

67%

124%

87%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

62

See

notes

to

financial

statements.

Victory

Tax-Exempt

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.27

$9.78

$9.94

$9.84

$9.47

Investment

Activities:

Net

investment

income

(loss)(a)

0.28

0.27

0.27

0.29

0.30

Net

realized

and

unrealized

gains

(losses)

0.28

(1.41)

0.12

0.23

0.53

Total

from

Investment

Activities

0.56

(1.14)

0.39

0.52

0.83

Distributions

to

Shareholders

from:

Net

investment

income

(0.32)

(0.31)

(0.32)

(0.32)

(0.34)

Net

realized

gains

—

(0.06)

(0.23)

(0.10)

(0.12)

Total

Distributions

(0.32)

(0.37)

(0.55)

(0.42)

(0.46)

Net

Asset

Value,

End

of

Period

$8.51

$8.27

$9.78

$9.94

$9.84

Total

Return

(excludes

sales

charge)(b)

6.89%

(11.70)%

3.94%

5.39%

8.82%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.80%(d)

0.80%

0.80%

0.80%

0.80%

Net

Investment

Income

(Loss)

3.44%

3.08%

2.74%

3.00%

3.04%

Gross

Expenses(c)

1.12%(d)

1.07%

1.03%

1.04%

1.02%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$25,328

$24,745

$35,312

$32,001

$30,251

Portfolio

Turnover(e)

15%

13%

6%

44%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

63

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Tax-Exempt

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.27

$9.78

$9.94

$9.84

$9.47

Investment

Activities:

Net

investment

income

(loss)(a)

0.22

0.20

0.20

0.22

0.23

Net

realized

and

unrealized

gains

(losses)

0.27

(1.41)

0.11

0.22

0.52

Total

from

Investment

Activities

0.49

(1.21)

0.31

0.44

0.75

Distributions

to

Shareholders

from:

Net

investment

income

(0.26)

(0.24)

(0.24)

(0.24)

(0.26)

Net

realized

gains

—

(0.06)

(0.23)

(0.10)

(0.12)

Total

Distributions

(0.26)

(0.30)

(0.47)

(0.34)

(0.38)

Net

Asset

Value,

End

of

Period

$8.50

$8.27

$9.78

$9.94

$9.84

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

6.05%

(12.40)%

3.13%

4.56%

7.97%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.60%(d)

1.60%

1.60%

1.60%

1.60%

Net

Investment

Income

(Loss)

2.64%

2.23%

2.01%

2.28%

2.34%

Gross

Expenses(c)

3.23%(d)

2.58%

2.38%

1.91%

1.82%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$707

$927

$2,037

$6,497

$11,259

Portfolio

Turnover(e)

15%

13%

6%

44%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

64

See

notes

to

financial

statements.

Victory

Tax-Exempt

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.27

$9.78

$9.94

$9.84

$9.46

Investment

Activities:

Net

investment

income

(loss)(a)

0.29

0.28

0.29

0.30

0.30

Net

realized

and

unrealized

gains

(losses)

0.27

(1.41)

0.11

0.23

0.55

Total

from

Investment

Activities

0.56

(1.13)

0.40

0.53

0.85

Distributions

to

Shareholders

from:

Net

investment

income

(0.33)

(0.32)

(0.33)

(0.33)

(0.35)

Net

realized

gains

—

(0.06)

(0.23)

(0.10)

(0.12)

Total

Distributions

(0.33)

(0.38)

(0.56)

(0.43)

(0.47)

Net

Asset

Value,

End

of

Period

$8.50

$8.27

$9.78

$9.94

$9.84

Total

Return(b)

7.01%

(11.60)%

4.06%

5.51%

9.06%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.69%(d)

0.69%

0.69%

0.69%

0.69%

Net

Investment

Income

(Loss)

3.55%

3.19%

2.85%

3.12%

3.07%

Gross

Expenses(c)

0.98%(d)

0.87%

0.89%

0.85%

0.83%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$10,348

$10,826

$13,969

$22,998

$24,459

Portfolio

Turnover(e)

15%

13%

6%

44%

64%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

65

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.07

$11.09

$10.84

$10.75

$10.39

Investment

Activities:

Net

investment

income

(loss)(a)

0.37

0.36

0.36

0.42

0.35

Net

realized

and

unrealized

gains

(losses)

0.29

(1.95)

0.27

0.15

0.47

Total

from

Investment

Activities

0.66

(1.59)

0.63

0.57

0.82

Distributions

to

Shareholders

from:

Net

investment

income

(0.40)

(0.40)

(0.38)

(0.39)

(0.40)

Net

realized

gains

—

(0.03)

—

(0.09)

(0.06)

Total

Distributions

(0.40)

(0.43)

(0.38)

(0.48)

(0.46)

Net

Asset

Value,

End

of

Period

$9.33

$9.07

$11.09

$10.84

$10.75

Total

Return

(excludes

sales

charge)(b)

7.41%

(14.48)%

5.91%

5.52%

8.04%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.80%(d)

0.80%

0.80%

0.80%

0.80%

Net

Investment

Income

(Loss)

4.08%

3.74%

3.22%

3.95%

3.27%

Gross

Expenses(c)

1.13%(d)

1.04%

1.04%

1.10%

1.09%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$18,357

$21,747

$34,352

$26,330

$19,153

Portfolio

Turnover(e)

11%

23%

19%

74%

49%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

66

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.07

$11.09

$10.84

$10.75

$10.39

Investment

Activities:

Net

investment

income

(loss)(a)

0.30

0.29

0.28

0.33

0.28

Net

realized

and

unrealized

gains

(losses)

0.28

(1.96)

0.27

0.16

0.46

Total

from

Investment

Activities

0.58

(1.67)

0.55

0.49

0.74

Distributions

to

Shareholders

from:

Net

investment

income

(0.33)

(0.32)

(0.30)

(0.31)

(0.32)

Net

realized

gains

—

(0.03)

—

(0.09)

(0.06)

Total

Distributions

(0.33)

(0.35)

(0.30)

(0.40)

(0.38)

Net

Asset

Value,

End

of

Period

$9.32

$9.07

$11.09

$10.84

$10.75

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

6.59%

(15.14)%

5.12%

4.72%

7.22%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.57%(d)

1.57%

1.57%

1.57%

1.57%

Net

Investment

Income

(Loss)

3.30%

2.94%

2.50%

3.11%

2.61%

Gross

Expenses(c)

3.14%(d)

2.56%

2.20%

1.90%

1.85%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$475

$1,259

$2,192

$9,378

$13,995

Portfolio

Turnover(e)

11%

23%

19%

74%

49%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

67

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.07

$11.09

$10.84

$10.75

$10.39

Investment

Activities:

Net

investment

income

(loss)(a)

0.39

0.38

0.38

0.44

0.38

Net

realized

and

unrealized

gains

(losses)

0.29

(1.95)

0.28

0.16

0.47

Total

from

Investment

Activities

0.68

(1.57)

0.66

0.60

0.85

Distributions

to

Shareholders

from:

Net

investment

income

(0.42)

(0.42)

(0.41)

(0.42)

(0.43)

Net

realized

gains

—

(0.03)

—

(0.09)

(0.06)

Total

Distributions

(0.42)

(0.45)

(0.41)

(0.51)

(0.49)

Net

Asset

Value,

End

of

Period

$9.33

$9.07

$11.09

$10.84

$10.75

Total

Return(b)

7.77%

(14.29)%

6.16%

5.76%

8.29%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.57%(d)

0.57%

0.57%

0.57%

0.57%

Net

Investment

Income

(Loss)

4.31%

3.94%

3.40%

4.14%

3.56%

Gross

Expenses(c)

0.89%(d)

0.87%

0.85%

0.93%

0.88%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$14,528

$12,548

$14,087

$9,682

$10,620

Portfolio

Turnover(e)

11%

23%

19%

74%

49%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

68

See

notes

to

financial

statements.

Victory

High

Income

Municipal

Bond

Fund

Member

Class

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

November

3,

2020(a)

through

December

31,

2020

Net

Asset

Value,

Beginning

of

Period

$9.07

$11.09

$10.84

$10.56

Investment

Activities:

Net

investment

income

(loss)(b)

0.38

0.38

0.34

0.12

Net

realized

and

unrealized

gains

(losses)

0.29

(1.96)

0.31

0.31

Total

from

Investment

Activities

0.67

(1.58)

0.65

0.43

Distributions

to

Shareholders

from:

Net

investment

income

(0.41)

(0.41)

(0.40)

(0.06)

Net

realized

gains

—

(0.03)

—

(0.09)

Total

Distributions

(0.41)

(0.44)

(0.40)

(0.15)

Net

Asset

Value,

End

of

Period

$9.33

$9.07

$11.09

$10.84

Total

Return(c)(d)

7.57%

(14.35)%

6.07%

4.12%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

0.65%(g)

0.65%

0.65%

0.65%

Net

Investment

Income

(Loss)(e)

4.22%

3.93%

3.04%

6.78%

Gross

Expenses(e)(f)

1.17%(g)

1.33%

2.61%

42.32%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$3,140

$3,976

$2,853

$140

Portfolio

Turnover(c)(h)

11%

23%

19%

74%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Reflects

total

annual

operating

expenses

before

reductions

of

any

expenses

paid

indirectly.

The

Fund's

expenses

paid

indirectly

decreased

the

expense

ratios

by

0.01%.

(h)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

69

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Floating

Rate

Fund

Class

A

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.19

$9.33

$9.34

$9.42

$9.13

Investment

Activities:

Net

investment

income

(loss)(a)

0.76

0.48

0.36

0.49

0.55

Net

realized

and

unrealized

gains

(losses)

(0.03)

(1.13)

—(b)

(0.08)

0.29

Total

from

Investment

Activities

0.73

(0.65)

0.36

0.41

0.84

Distributions

to

Shareholders

from:

Net

investment

income

(0.79)

(0.49)

(0.37)

(0.49)

(0.55)

Total

Distributions

(0.79)

(0.49)

(0.37)

(0.49)

(0.55)

Net

Asset

Value,

End

of

Period

$8.13

$8.19

$9.33

$9.34

$9.42

Total

Return

(excludes

sales

charge)(c)

9.30%

(7.01)%

3.89%

4.81%

9.43%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.00%

1.01%(e)

1.00%

1.00%

1.00%

Net

Investment

Income

(Loss)

9.25%

5.52%

3.88%

5.54%

5.89%

Gross

Expenses(d)

1.12%

1.11%

1.12%

1.17%

1.17%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$187,617

$252,904

$349,706

$164,864

$146,584

Portfolio

Turnover(f)

36%

35%

35%

54%

35%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

With

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(See

Note

4

in

the

accompanying

Notes

to

Financial

Statements)

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

70

See

notes

to

financial

statements.

Victory

Floating

Rate

Fund

Class

C

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.20

$9.33

$9.34

$9.42

$9.14

Investment

Activities:

Net

investment

income

(loss)(a)

0.69

0.41

0.29

0.43

0.48

Net

realized

and

unrealized

gains

(losses)

(0.04)

(1.12)

(0.01)

(0.09)

0.28

Total

from

Investment

Activities

0.65

(0.71)

0.28

0.34

0.76

Distributions

to

Shareholders

from:

Net

investment

income

(0.72)

(0.42)

(0.29)

(0.42)

(0.48)

Total

Distributions

(0.72)

(0.42)

(0.29)

(0.42)

(0.48)

Net

Asset

Value,

End

of

Period

$8.13

$8.20

$9.33

$9.34

$9.42

Total

Return

(excludes

contingent

deferred

sales

charge)(b)

8.30%

(7.66)%

3.05%

3.96%

8.49%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

1.80%

1.81%(d)

1.80%

1.80%

1.80%

Net

Investment

Income

(Loss)

8.44%

4.73%

3.09%

4.81%

5.08%

Gross

Expenses(c)

1.88%

1.87%

1.89%

1.94%

1.92%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$42,099

$58,606

$81,109

$94,885

$149,054

Portfolio

Turnover(e)

36%

35%

35%

54%

35%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Includes

impact

of

Interfund

lending

fees.

With

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(See

Note

4

in

the

accompanying

Notes

to

Financial

Statements)

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

71

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Floating

Rate

Fund

Class

R

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.19

$9.33

$9.33

$9.41

$9.13

Investment

Activities:

Net

investment

income

(loss)(a)

0.71

0.44

0.31

0.45

0.50

Net

realized

and

unrealized

gains

(losses)

(0.03)

(1.14)

—(b)

(0.09)

0.28

Total

from

Investment

Activities

0.68

(0.70)

0.31

0.36

0.78

Distributions

to

Shareholders

from:

Net

investment

income

(0.74)

(0.44)

(0.31)

(0.44)

(0.50)

Total

Distributions

(0.74)

(0.44)

(0.31)

(0.44)

(0.50)

Net

Asset

Value,

End

of

Period

$8.13

$8.19

$9.33

$9.33

$9.41

Total

Return(c)

8.69%

(7.55)%

3.40%

4.23%

8.75%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.56%

1.57%(e)

1.56%

1.56%

1.56%

Net

Investment

Income

(Loss)

8.63%

5.05%

3.31%

5.01%

5.34%

Gross

Expenses(d)

4.74%

3.32%

3.45%

6.20%

3.73%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$279

$537

$602

$300

$455

Portfolio

Turnover(f)

36%

35%

35%

54%

35%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Amount

is

less

than

$0.005

per

share.

(c)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Includes

impact

of

Interfund

lending

fees.

With

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(See

Note

4

in

the

accompanying

Notes

to

Financial

Statements)

(f)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Victory

Portfolios

Financial

Highlights

—

continued

For

a

Share

Outstanding

Throughout

Each

Period

72

See

notes

to

financial

statements.

Victory

Floating

Rate

Fund

Class

Y

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$8.20

$9.33

$9.35

$9.43

$9.14

Investment

Activities:

Net

investment

income

(loss)(a)

0.77

0.49

0.38

0.51

0.57

Net

realized

and

unrealized

gains

(losses)

(0.03)

(1.11)

(0.01)

(0.08)

0.29

Total

from

Investment

Activities

0.74

(0.62)

0.37

0.43

0.86

Distributions

to

Shareholders

from:

Net

investment

income

(0.81)

(0.51)

(0.39)

(0.51)

(0.57)

Total

Distributions

(0.81)

(0.51)

(0.39)

(0.51)

(0.57)

Net

Asset

Value,

End

of

Period

$8.13

$8.20

$9.33

$9.35

$9.43

Total

Return(b)

9.42%

(6.69)%

4.01%

5.03%

9.65%

Ratios

to

Average

Net

Assets:

Net

Expenses(c)

0.78%

0.79%(d)

0.78%

0.78%

0.78%

Net

Investment

Income

(Loss)

9.45%

5.58%

4.08%

5.73%

6.10%

Gross

Expenses(c)

0.86%

0.85%

0.86%

0.93%

0.92%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$518,827

$939,244

$1,768,900

$403,852

$289,796

Portfolio

Turnover(e)

36%

35%

35%

54%

35%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(d)

Includes

impact

of

Interfund

lending

fees.

With

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(See

Note

4

in

the

accompanying

Notes

to

Financial

Statements)

(e)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

73

Victory

Portfolios

For

a

Share

Outstanding

Throughout

Each

Period

Financial

Highlights

—

continued

See

notes

to

financial

statements.

Victory

Floating

Rate

Fund

Member

Class

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

November

3,

2020(a)

through

December

31,

2020

Net

Asset

Value,

Beginning

of

Period

$8.19

$9.33

$9.34

$9.02

Investment

Activities:

Net

investment

income

(loss)(b)

0.77

0.52

0.38

0.08

Net

realized

and

unrealized

gains

(losses)

(0.03)

(1.15)

(0.01)

0.32

Total

from

Investment

Activities

0.74

(0.63)

0.37

0.40

Distributions

to

Shareholders

from:

Net

investment

income

(0.80)

(0.51)

(0.38)

(0.08)

Total

Distributions

(0.80)

(0.51)

(0.38)

(0.08)

Net

Asset

Value,

End

of

Period

$8.13

$8.19

$9.33

$9.34

Total

Return(c)(d)

9.47%

(6.87)%

4.04%

4.41%

Ratios

to

Average

Net

Assets:

Net

Expenses(e)(f)

0.85%

0.86%(g)

0.85%

0.85%

Net

Investment

Income

(Loss)(e)

9.42%

5.94%

4.02%

5.46%

Gross

Expenses(e)(f)

1.27%

1.36%

3.64%

56.41%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$4,045

$4,350

$2,122

$62

Portfolio

Turnover(c)(h)

36%

35%

35%

54%

(a)

Commencement

of

operations.

(b)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(c)

Not

annualized

for

periods

less

than

one

year.

(d)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(g)

Includes

impact

of

Interfund

lending

fees.

With

these

Interfund

lending

fees,

the

net

expense

ratio

would

have

been

at

the

contractual

expense

cap.

(See

Note

4

in

the

accompanying

Notes

to

Financial

Statements)

(h)

Portfolio

turnover

is

calculated

on

the

basis

of

the

Fund

as

a

whole

without

distinguishing

between

the

classes

of

shares.

Notes

to

Financial

Statements

December

31,

2023

Victory

Portfolios

74

1.

Organization:

Victory

Portfolios

(the

“Trust”)

is

organized

as

a

Delaware

statutory

trust and

the Trust

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

investment

company.

The

Trust

is

comprised

of 37

funds

and

is

authorized

to

issue

an

unlimited

number

of

shares,

which

are

units

of

beneficial

interest

with a

par

value

of

$0.001

per

share.

The

accompanying

financial

statements

are

those

of

the

following five

Funds

(collectively,

the

“Funds”

and

individually,

a

“Fund”).

Each

Fund is

classified

as

diversified

under

the

1940

Act.

Each

class

of

shares

of

a

Fund

has

substantially

identical

rights

and

privileges

except

with

respect

to

sales

charges,

fees

paid

under

distribution

plans,

expenses

allocable

exclusively

to

each

class

of

shares,

voting

rights

on

matters

solely

affecting

a

single

class

of

shares,

and

the

exchange

privilege

of

each

class

of

shares. Victory

Capital

Management

Inc.

(“VCM”

or

the

“Adviser”)

is

an

indirect

wholly

owned

subsidiary

of

Victory

Capital

Holdings,

Inc.,

a

publicly

traded

Delaware

corporation,

and

a

wholly

owned

direct

subsidiary

of

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Funds.

In

addition,

in

the

normal

course

of

business,

the

Funds

enter

into

contracts

with

their

vendors

and

others

that

provide

for

general

indemnifications.

The Funds’

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Funds.

However,

based

on

experience,

the

Funds

expect

that

risk

of

loss

to

be

remote.

2.

Significant

Accounting

Policies:

The

following

is

a

summary

of

significant

accounting

policies

followed

by

the Funds

in

the

preparation

of their

financial

statements.

 The

policies

are

in

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

of

financial

statements

in

accordance

with

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

and

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Funds

follow

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

to

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Funds

record

investments

at

fair

value.

Fair

value

is

defined

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

of

observable

inputs

and

minimize

the

use

of

unobservable

inputs

in

determining

fair

value.

The

inputs

used

for

valuing

the

Funds’

investments

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

—

quoted

prices

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

in

determining

the

fair

value

of

investments)

Changes

in

valuation

techniques

may

result

in

transfers

in

or

out

of

an

assigned

level

within

the

disclosure

hierarchy.

The

inputs

or

methodologies

used

for

valuation

techniques

are

not

necessarily

an

indication

of

the

risks

associated

with

entering

into

those

investments.

The

Adviser,

appointed

as the

valuation

designee

by the

Trust’s

Board

of

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to Board

oversight,

the

Committee

administers

and

oversees

the

Funds’

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

price

on

the

exchange

or

system

where

the

security

is

principally

traded,

if

available,

or

at

the

Nasdaq

Official

Closing

Price.

If

there

have

been

no

sales

for

that

day

on

the

exchange

or

system,

then

a

security

is

valued

at

the

closing bid

quotation

on

the

exchange

or

system

where

the

security

is

principally

traded.

In

each

of

these

situations,

valuations

are

typically

categorized

as

Level

1

in

the

fair

value

hierarchy.

Investments

in

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

as

Level

1 in

the

fair

value

hierarchy.

Debt

securities

are

valued

each

business

day

by

a

pricing

service

approved

by

the

valuation

designee

and

subject

to

the

oversight

of

the

Board.

The

pricing

service

uses

the

evaluated

bid

or market

quotes to

value

securities.

Debt

obligations

maturing

within

60

days

may

be

valued

at

amortized

cost,

provided

that

the

amortized

cost

represents

the

fair

value

of

such

securities.

These

valuations

are

typically

categorized

as

Level

2

in

the

fair

value

hierarchy.

Funds

(Legal

Name)

Funds

(Short

Name)

Investment

Share

Classes

Offered

Victory

Low

Duration

Bond

Fund

Low

Duration

Bond

Fund

A,

C,

R

and

Y

Victory

High

Yield

Fund

High

Yield

Fund

A,

C,

R

and

Y

Victory

Tax-Exempt

Fund

Tax-Exempt

Fund

A,

C

and

Y

Victory

High

Income

Municipal

Bond

Fund

High

Income

Municipal

Bond

Fund

A,

C,

Y

and

Member

Class

Victory

Floating

Rate

Fund

Floating

Rate

Fund

A,

C,

R,

Y

and

Member

Class

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

75

Futures

contracts

are

valued

at

the

settlement

price

established

each

day

by

the

board

of

trade

or

an

exchange

on

which

they

are

traded.

These

valuations

are

typically

categorized

as

Level

1

in

the

fair

value

hierarchy.

Swap

agreements

are

valued

at

the

mean

between

the

current

bid

and

ask

prices.

To

the

extent

this

model

is

utilized,

these

valuations

are

considered

as

Level

2

in

the

fair

value

hierarchy.

In

the

event

that

price

quotations

or

valuations

are

not

readily

available,

investments

are

valued

at

fair

value

in

accordance

with

procedures

established

by

and

under

the

general

supervision

and

responsibility

of

the

Board.

These

valuations

are

typically

categorized

as

Level

2

or

Level

3

in

the

fair

value

hierarchy,

based

on

the

observability

of

inputs

used

to

determine

the

fair

value.

The

effect

of

fair

value

pricing

is

that

securities

may

not

be

priced

on

the

basis

of

quotations

from

the

primary

market

in

which

they

are

traded

and

the

actual

price

realized

from

the

sale

of

a

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

at

fair

value

is

intended

to

cause

the

Funds’

NAV to

be

more

reliable

than

it

otherwise

would

be.

A

summary

of

the

valuations

as

of

December

31,

2023,

based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedules

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

significant transfers

into/out

of

Level

3.

Real

Estate

Investment

Trusts

(“REITs”):

The

Funds

may

invest

in

REITs,

which

report

information

on

the

source

of

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

in

income-producing

real

estate

or

real

estate

related

loans

or

interests

(such

as

mortgages).

Certain

distributions

received

from

REITs

during

the

year

are

recorded

as

realized

gains

or

return

of

capital

as

estimated

by

the

Funds

or

when

such

information

becomes

known.

Level

1

Level

2

Level

3

Total

Low

Duration

Bond

Fund

Asset-Backed

Securities

......................

$

—

$

28,871,688

$

—

$

28,871,688

Collateralized

Mortgage

Obligations

.............

—

32,551,517

—

32,551,517

Corporate

Bonds

...........................

—

43,215,415

—

43,215,415

Yankee

Dollars

............................

—

16,027,991

—

16,027,991

U.S.

Government

Agency

Mortgages

.............

—

2,761,033

—

2,761,033

U.S.

Treasury

Obligations

.....................

—

10,547,530

—

10,547,530

Commercial

Paper

..........................

—

499,550

—

499,550

Collateral

for

Securities

Loaned

................

103,000

—

—

103,000

Total

....................................

$

103,000

$

134,474,724

$

—

$

134,577,724

High

Yield

Fund

Common

Stocks

............................

—

—

796,468

796,468

Senior

Secured

Loans

........................

—

17,475,991

—

17,475,991

Corporate

Bonds

...........................

—

124,358,641

—

124,358,641

Yankee

Dollars

............................

—

27,873,691

—

27,873,691

U.S.

Government

Agency

Mortgages

.............

—

2,589,619

—

2,589,619

U.S.

Treasury

Obligations

.....................

—

500,000

—

500,000

Collateral

for

Securities

Loaned

................

12,499,240

—

—

12,499,240

Total

....................................

$

12,499,240

$

172,797,942

$

796,468

$

186,093,650

Tax-Exempt

Fund

Municipal

Bonds

...........................

—

34,616,863

—

34,616,863

Exchange-Traded

Funds

......................

1,084,100

—

—

1,084,100

Total

....................................

$

1,084,100

$

34,616,863

$

—

$

35,700,963

High

Income

Municipal

Bond

Fund

Municipal

Bonds

...........................

—

36,005,822

—

36,005,822

Total

....................................

$

—

$

36,005,822

$

—

$

36,005,822

Floating

Rate

Fund

Common

Stocks

............................

—

725,178

3,559,585

4,284,763

Senior

Secured

Loans

........................

—

643,048,079

—

643,048,079

Corporate

Bonds

...........................

—

66,872,270

—

66,872,270

Yankee

Dollars

............................

—

13,405,146

—

13,405,146

Total

....................................

$

—

$

724,050,673

$

3,559,585

$

727,610,258

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

76

Investment

Companies:

Exchange-Traded

Funds:

The Funds

may

invest

in

ETFs,

the

shares

of

which

are

bought

and

sold

on

a

securities

exchange.

An

ETF

trades

like

common

stock

and

represents

a

fixed

portfolio

of

securities

often

designed

to

track

the

performance

and

dividend

yield

of

a

particular

domestic

or

foreign

market

index.

Among

other

purposes,

the

Funds

may

purchase

shares

of

an

ETF

to

temporarily

gain

exposure

to

a

portion

of

the

U.S.

or

a

foreign

market

while

awaiting

purchase

of

underlying

securities.

The

risks

of

owning

an

ETF

generally

reflect

the

risks

of

owning

the

underlying

securities

the

ETF

is

designed

to

track,

although

the

lack

of

liquidity

of

an

ETF

could

result

in

it

being

more

volatile.

Additionally,

ETFs

have

fees

and

expenses

that

reduce

their

value.

Open-End

Funds:

The

Funds

may

invest

in

portfolios

of

open-end

investment

companies.

These

investment

companies

value

securities

in

their

portfolios

for

which

market

quotations

are

readily

available

at

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

at

their

fair

value

by

the

methods

established

by

the

board

of

directors

of

the

underlying

funds.

Securities

Purchased

on

a

Delayed-Delivery

or

When-Issued

Basis:

The

Funds

may

purchase

securities

on

a

delayed-delivery

or

when-issued

basis.

Delivery

and

payment

for

securities

that

have

been

purchased

by

the

Funds

on

a

delayed-delivery

or

when-issued

basis,

or

for

delayed

draws

on

loans

can

generally

take

place

within

35

days after

the

trade

date.

Securities

that

require

more

than

35

days

to

settle

are

considered

a

senior

security

and

subject

to

Rule

18f-4.

At

the

time

the

Funds

makes

the

commitment

to

purchase

a

security

on

a

delayed-delivery

or

when-issued

basis,

the

Funds

records

the

transaction

and

reflects

the

value

of

the

security

in

determining

NAV.

No

interest

accrues

to

the

Funds

until

the

transaction

settles

and

payment

takes

place.

If

the

Funds

own

delayed-delivery

or

when-issued

securities,

these

values

are

included

in

Payables

for

Investments

purchased

on

the

accompanying

Statements

of

Assets

and

Liabilities.

Municipal

Obligations:

The

values

of

municipal

obligations

can

fluctuate

and

may

be

affected

by

adverse

tax,

legislative,

or

political

changes,

and

by

financial

developments

affecting

municipal

issuers.

Payments

of

municipal

obligations

may

depend

on

a

relatively

limited

source

of

revenue,

resulting

in

greater

credit

risk.

Future

changes

in

federal

tax

laws

or

the

activity

of

an

issuer

may

adversely

affect

the

tax-exempt

status

of

municipal

obligations.

Loans:

Floating

rate

loans

in

which

a

Fund

invests

are

primarily

“senior”

loans.

Senior

floating

rate

loans

typically

hold

a

senior

position

in

the

capital

structures

of

the

borrower,

are

typically

secured

by

specific

collateral,

and

have

a

claim

on

the

assets

and/or

stock

of

the

borrower

that

is

senior

to

that

held

by

subordinated

debtholders

and

stockholders

of

the

borrower.

While

these

protections

may

reduce

risk,

these

investments

still

present

significant

credit

risk.

A

significant

portion

of

a

Fund’s

floating

rate

investments

may

be

issued

in

connection

with

highly

leveraged

transactions

such

as

leveraged

buyouts,

leveraged

recapitalization

loans,

and

other

types

of

acquisition

financing.

Obligations

in

these

types

of

transactions

are

subject

to

greater

credit

risk

(including

default

and

bankruptcy)

than

many

other

investments

and

may

be,

or

become,

illiquid.

See

the

note

below

regarding

below

investment

grade

securities.

The Funds

may

purchase

second-lien

loans

(secured

loans

with

a

claim

on

collateral

subordinate

to

a

senior

lender’s

claim

on

such

collateral),

fixed

rate

loans,

unsecured

loans,

and

other

debt

obligations.

Transactions

in

loans

often

settle

on

a

delayed

basis,

and

a

Fund

may

not

receive

the

proceeds

from

the

sale

of

a

loan

or

pay

for

a

loan

purchase

for

a

substantial

period

of

time

after

entering

into

the

transactions.

Below-Investment-Grade

Securities:

Certain

Funds

may

invest

in

below-investment-grade

securities

(i.e.,

lower-quality,

“junk”

debt),

which

are

subject

to

various

risks.

Lower-

quality

debt

is

considered

to

be

speculative

because

it

is

less

certain

that

the

issuer

will

be

able

to

pay

interest

or

repay

the

principal

than

in

the

case

of

investment-grade

debt.

These

securities

can

involve

a

substantially

greater

risk

of

default

than

higher-rated

securities,

and

their

values

can

decline

significantly

over

short

periods

of

time.

Lower-quality

debt

securities

tend

to

be

more

sensitive

to

adverse

news

about

their

issuers,

the

market

and

the

economy

in

general,

than

higher-quality

debt

securities.

The

market

for

these

securities

can

be

less

liquid,

especially

during

periods

of

recession

or

general

market

decline.

Derivative

Instruments:

Futures

Contracts:

The

Funds

may

enter

into

contracts

for

the

future

delivery

of

securities

or

foreign

currencies

and

futures

contracts

based

on

a

specific

security,

class

of

securities,

foreign

currency

or

an

index,

and

purchase

or

sell

options

on

any

such

futures

contracts.

A

futures

contract

on

a

securities

index

is

an

agreement

obligating

either

party

to

pay,

and

entitling

the

other

party

to

receive,

while

the

contract

is

outstanding,

cash

payments

based

on

the

level

of

a

specified

securities

index.

No

physical

delivery

of

the

underlying

asset

is

made.

The

Funds

may

enter

into

futures

contracts

in

an

effort

to

hedge

against

market

risks.

The

acquisition

of

put

and

call

options

on

futures

contracts

will

give

the

Funds

the

right

(but

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

77

not

the

obligation),

for

a

specified

price,

to

sell

or

to

purchase

the

underlying

futures

contract,

upon

exercise

of

the

option,

at

any

time

during

the

option

period.

Futures

transactions

involve

brokerage

costs and

a

good

faith

margin

deposit,

known

as

initial

margin,

of

cash

or

government

securities

with

a

broker

or

custodian

is

required

to

initiate

and

maintain

open

positions

in

futures

contracts.

Subsequent

payments,

known

as

variation

margin,

are

made

or

received

by

the

Funds

based

on

the

change

in

the

market

value

of

the

position

and

are

recorded

as

unrealized

appreciation

or

depreciation

until

the

contract

is

closed

out,

at

which

time

the

gain

or

loss

is

realized.

The

Funds

may

lose

the

expected

benefit

of

futures

transactions

if

interest

rates,

exchange

rates

or

securities

prices

change

in

an

unanticipated

manner.

Such

unanticipated

changes

may

also

result

in

lower

overall

performance

than

if

the

Funds

had

not

entered

into

any

futures

transactions.

In

addition,

the

value

of

the

Funds’

futures

positions

may

not

prove

to

be

perfectly

or

even

highly

correlated

with

the

value

of

its

portfolio

securities

or

foreign

currencies,

limiting

the

Funds’

ability

to

hedge

effectively

against

interest

rate,

exchange

rate

and/or

market

risk

and

giving

rise

to

additional

risks.

There

is

no

assurance

of

liquidity

in

the

secondary

market

for

purposes

of

closing

out

futures

positions.

The

collateral

held

by

the

Funds

is

reflected

on

the

Statements

of

Assets

and

Liabilities

under

Deposit

with

broker

for

futures

contracts.

The

Funds

did

not

hold

futures

contracts

as

of

December

31,

2023.

Management

has

determined

that

no

offsetting

requirements

exist

as

a

result

of

their

conclusion

that

the

Funds

are

not

subject

to

master

netting

agreements

for

futures

contracts. During

the

year

ended December

31,

2023,

the Funds entered

into

futures

contracts

primarily

for

the

strategy

of

hedging

or

other

purposes,

including

but

not

limited

to,

providing

liquidity

and

equitizing

cash.

Credit

Derivatives:

The

Funds may

enter

into

credit

derivatives,

including

centrally

cleared

credit

default

swaps

on

individual

obligations

or

credit

indices.

The

Funds

may

use

these

investments

(i)

as

alternatives

to

direct

long

or

short

investment

in

a

particular

security

or

securities,

(ii)

to

adjust

the

Funds’

asset

allocations

or

risk

exposures,

or

(iii)

for

hedging

purposes.

The

use

by

the

Funds

of

centrally

cleared

credit

default

swaps

may

have

the

effect

of

creating

a

short

position

in

a

security.

Credit

derivatives

can

create

investment

leverage

and

may

create

additional

investment

risks

that

may

subject

the

Funds

to

greater

volatility

than

investments

in

more

traditional

securities,

as

described

in

the

Funds’

Statements

of

Additional

Information.

Centrally

cleared

credit

default

swap

(“CDS”)

agreements

on

credit

indices

involve

one

party

making

a

stream

of

payments

(referred

to

as

the

buyer

of

protection)

to

another

party

(the

seller

of

protection)

in

exchange

for

the

right

to

receive

a

specified

return

in

the

event

of

a

write-down,

principal

shortfall,

interest

shortfall

or

default

of

all

or

part

of

the

referenced

entities

comprising

the

credit

index.

A

credit

index

is

a

basket

of

credit

instruments

or

exposures

designed

to

be

representative

of

a

specific

sector

of

the

credit

market

as

a

whole.

These

indices

are

made

up

of

reference

credits

that

are

judged

by

a

poll

of

dealers

to

be

the

most

liquid

entities

in

the

CDS.

The

counterparty

risk

for

cleared

swap

agreements

is

generally

lower

than

uncleared

over-the-counter

swap

agreements

because

generally

a

clearing

organization

becomes

substituted

for

each

counterparty

to

a

centrally

cleared

swap

agreement

and,

in

effect,

guarantees

each

party’s

performance

under

the

contract

as

each

party

to

a

trade

looks

only

to

the

clearing

organization

for

performance

of

financial

obligations.

However,

there

can

be

no

assurance

that

the

clearing

organization,

or

its

members,

will

satisfy

its

obligations

to

the

Funds.

The

Funds may

enter

into

CDS

agreements

either

as

a

buyer

or

seller.

The Funds may

buy

protection

under

a

CDS

to

attempt

to

mitigate

the

risk

of

default

or

credit

quality

deterioration

in

one

or

more

individual

holdings

or

in

a

segment

of

the

fixed

income

securities

market.

The

Funds

may

sell

protection

under

a

CDS

in

an

attempt

to

gain

exposure

to

an

underlying

issuer’s

credit

quality

characteristics

without

investing

directly

in

that

issuer.

For

swaps

entered

with

an

individual

counterparty,

the

Funds

bear

the

risk

of

loss

of

the

uncollateralized

amount

expected

to

be

received

under

a

CDS

agreement

in

the

event

of

the

default

or

bankruptcy

of

the

counterparty.

CDS

agreements

are

generally

valued

at

a

price

at

which

the

counterparty

to

such

agreement

would

terminate

the

agreement.

The

Funds

may

also

enter

into

centrally

cleared

swaps.

Upon

entering

into

a

cleared

CDS,

the

Funds may

be

required

to

deposit

with

the

broker

an

amount

of

cash

or

cash

equivalents

in

the

range

of

approximately

3%

to

6%

of

the

notional

amount

for

CDS

on

high

yield

debt

issuers

(this

amount

is

subject

to

change

by

the

clearing

organization

that

clears

the

trade).

This

amount,

known

as

“initial

margin,”

is

in

the

nature

of

a

performance

bond

or

good

faith

deposit

on

the

CDS

and

is

returned

to

a

Fund

upon

termination

of

the

CDS,

assuming

all

contractual

obligations

have

been

satisfied.

Subsequent

payments,

known

as

“variation

margin,”

to

and

from

the

broker

will

be

made

daily

as

the

price

of

the

CDS

fluctuates,

making

the

long

and

short

positions

in

the

CDS

contract

more

or

less

valuable,

a

process

known

as

“marking-to-market.”

The

premium

(discount)

payments

are

built

into

the

daily

price

of

the

CDS

and

thus

are

amortized

through

the

variation

margin.

The

variation

margin

payment

also

includes

the

daily

portion

of

the

periodic

payment

stream.

The

maximum

potential

amount

of

future

payments

(undiscounted)

that

the Funds

as

a

seller

of

protection

could

be

required

to

make

under

a

CDS

agreement

equals

the

notional

amount

of

the

agreement.

Notional

amounts

of

each

individual

CDS

agreement

outstanding

as

of

year end

for

which

the

Funds

are

the

sellers

of

protection

are

disclosed

on

the

Schedules

of

Portfolio

Investments.

These

potential

amounts

would

be

partially

offset

by

any

recovery

values

of

the

respective

referenced

obligations,

upfront

payments

received

upon

entering

into

the

agreement,

periodic

interest

payments,

or

net

amounts

received

from

the

settlement

of

buy

protection

CDS

agreements

entered

into

by

the

Funds

for

the

same

referenced

entity

or

entities.

The

collateral

held

by

the

Funds

is

reflected

on

the

Statements

of

Assets

and

Liabilities

under

Deposit

with

broker

for

swap

agreements. 

The

Funds

did

not

hold

swap

contracts

as

of

December

31,

2023.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

78

Management

has

determined

that

no

offsetting

requirements

exist

as

a

result

of

their

conclusion

that

the Funds

are not

subject

to

master

netting

agreements

for swaps

contracts. The

Low

Duration

Bond

Fund

entered

into

centrally

cleared

CDS

agreements

primarily

for

the

strategy

of

asset

allocation

and

risk

exposure

management

during

the

period.

Summary

of

Derivative

Instruments: 

The

following

table

presents the

effect

of

derivative

instruments

on

the

Statements

of

Operations,

categorized

by

risk

exposure,

for

the year

ended

December

31,

2023:

All

open

derivative

positions

at

period

end

are

reflected

on

each

respective

Fund’s

Schedule

of

Portfolio

Investments.

The

volume

associated

with

derivative

positions

in

the

Low

Duration

Bond

Fund

was

9%

and

4%

for

futures

contracts

and

swap

agreements,

respectively,

based

on

average

monthly

notional

amounts

in

comparison

to

net

assets

during

the

year.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and

recorded

daily

 using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

of

premiums

or

accretion

of

discounts. Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. Gains

or

losses

realized

on

sales

of

securities

are

recorded

on

the

identified

cost

basis.

Paydown

gains

or

losses

on

applicable

securities,

if

any,

are

recorded

as

components

of

Interest

income

on

the

Statements

of

Operations. 

The Funds

may

receive

other

income

from

investments

in

loan

assignments

and/or

unfunded

commitments,

including

amendment

fees,

consent

fees,

and

commitment

fees.

These

fees

are

recorded

as

income

when

received.

These

amounts,

if

received,

are

included

in

Interest

income

on

the

Statements

of

Operations.

Securities

Lending:

The

Funds, through

a Securities

Lending

Agreement with

Citibank,

N.A.

(“Citibank”), may

lend

their

securities

to

qualified

financial

institutions,

such

as

certain

broker-dealers

and

banks,

to

earn

additional

income,

net

of

income

retained

by

Citibank. 

Borrowers

are

required

to

initially

secure

their

loans for

collateral

in

the

amount

of

at

least

102%

of

the

value

of

U.S.

securities

loaned

or

at

least

105%

of

the

value

of

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

in

the

valuation

of

the

securities

loaned

are

generally

cured the

next

business

day.

The

collateral

can

be

received

in

the

form

of

cash

collateral

and/or

non-cash

collateral.

Non-

cash

collateral

can

include

U.S.

Government

Securities and

other

securities

as

permitted

by

Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

is

invested

in

short-term

instruments

or

cash

equivalents,

primarily

open-end

investment

companies,

as

noted

on

the

Funds’

Schedules

of

Portfolio

Investments.

The

Funds

effectively

do not

have

control

of

the

non-cash

collateral

and

therefore

it

is

not

disclosed

on

the

Funds’

Schedules

of

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

on

the

value

of

the

Funds’

securities

on

loan

as

of

the

end

of

the prior

business

day. 

During

the

time

portfolio

securities

are

on

loan,

the

borrower

will

pay

the

Funds

any

dividends

or

interest

paid

on

such

securities

plus

any

fee

negotiated

between

the

parties

to

the

lending

agreement.

The

Funds

also

earn

a

return

from

the

collateral.

The

Funds

pay

Citibank

various

fees

in

connection

with

the

investment

of

cash

collateral

and

fees

based

on

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

of

these

fees)

is

disclosed

on

the

Statements

of

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

of

one

standard

settlement

period

or

five

business

days. 

Although

risk

is

mitigated

by

the

collateral, a

Fund could

experience

a

delay

in

recovering

its

securities

and

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

them.

In

addition,

there

is

a

risk that

the

value

of

the

short-term

investments

will

be

less

than

the

amount

of

cash

collateral

required

to

be

returned

to

the

borrower.

The

Funds’

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

by

the

Funds

may

not

be

sold

or

repledged,

except

to

satisfy

borrower

default.

The

following

table

is

a

summary

of

the

Funds’

securities

lending

transactions

as

of

December

31,

2023.

Net

Realized

Gains

(Losses)

from

Futures

Contracts

Net

Realized

Gains

(Losses)

from

Swap

Agreements

Net

Change

in

Unrealized

Appreciation/

Depreciation

on

Futures

Contracts

Net

Change

in

Unrealized

Appreciation/

Depreciation

on

Swap

Agreements

Equity

Risk

Exposure:

(648328.00)

–

(109917.00)

–

Low

Duration

Bond

Fund

...........................

$

(648,328)

$

–

$

(109,917)

$

–

Credit

Risk

Exposure:

–

1042296.00

–

(397087.00)

Low

Duration

Bond

Fund

...........................

–

1,042,296

–

(397,087)

Currency

Risk

Exposure:

(49671.00)

–

39322.00

–

Low

Duration

Bond

Fund

...........................

(49,671)

–

39,322

–

Interest

Rate

Risk

Exposure:

(603690.00)

–

(27355.00)

–

Low

Duration

Bond

Fund

...........................

(603,690)

–

(27,355)

–

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

79

Federal

Income

Taxes:

Each

Fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

by

complying

with

the

provisions

available

to

certain

investment

companies,

as

defined

in

applicable

sections

of

the

Internal

Revenue

Code,

and

to

make

distributions

of

net

investment

income

and

net

realized

gains

sufficient

to

relieve

it

from

all,

or

substantially

all,

federal

income

taxes.

Accordingly,

no

provision

for

federal

income

taxes

is

required

in

the

financial

statements.

The

Funds

have

a

tax

year

end

of

December

31.

For

the

year

ended

December

31,

2023,

the

Funds

did

not

incur

any

income

tax,

interest,

or

penalties,

and

have

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

tax

positions.

Management

of

the

Funds

has

reviewed

tax

positions

taken

in

tax

years

that

remain

subject

to

examination

by

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

is

no

tax

liability

resulting

from

unrecognized

tax

benefits

related

to

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to a

Fund

are

charged

to that

Fund,

while

expenses

that

are

attributable

to

more

than

one

fund

in

the

Trust,

or

jointly

with

an

affiliated

trust,

are

allocated

among

the

respective

funds

in

the

Trust

and/or

an

affiliated

trust

based

upon

net

assets

or

another

appropriate

basis.

Income,

expenses

(other

than

class-specific

expenses

such

as

transfer

agent

fees,

state

registration

fees,

printing

fees,

and

12b-1

fees),

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

its

relative

net

assets

on

the

date

income

is

earned

or

expenses

and

realized

and

unrealized

gains

and

losses

are

incurred.

Fees

Paid

Indirectly:

Expense

offsets

to

custody

fees

that

arise

from

credits

on

cash

balances

maintained

on

deposit

are

reflected

on

the

Statements

of

Operations,

as

applicable,

as

Fees

paid

indirectly.

3.

Purchases

and

Sales:

Purchases

and sales

of

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

year

ended

December

31,

2023,

were

as

follows:

4.

Fees

and

Transactions

with

Affiliates

and

Related

Parties:

Investment

Advisory

Fees: 

Investment

advisory

services

are

provided

to

the

Funds

by

the

Adviser,

which

is

a

New

York

corporation

registered

as

an

investment

adviser

with

the

SEC.

VCM

has

entered

into

a

Sub-Advisory

Agreement

with

Park

Avenue

Institutional

Advisers

LLC

(“Park

Avenue”).

Park

Avenue

is

responsible

for

providing

day-to-day

investment

advisory

services

to

the

High

Yield

Fund

and the

Floating

Rate

Fund,

subject

to

the

oversight

of

the

Board.

Under

the

terms

of

the

Investment

Advisory

Agreement,

the

Adviser

is

entitled

to

receive

fees

accrued

daily

and

paid

monthly

at

an

annualized

rate

based

on

a

percentage

of

the

average

daily

net

assets

of

each

Fund. The

rates

at

which

the

Adviser

is

paid

by

each

Fund

are

included

in

the

table

below.

Value

of

Securities

on

Loan

Non-Cash

Collateral

Cash

Collateral

Low

Duration

Bond

Fund

...........................................

$

99,973

$

—

$

103,000

High

Yield

Fund

.................................................

12,031,016

—

12,499,240

Excluding

U.S.

Government

Securities

U.S.

Government

Securities

Purchases

Sales

Purchases

Sales

Low

Duration

Bond

Fund

.............................

$

60,809,974

$

88,642,368

$

31,520,891

$

46,554,903

High

Yield

Fund

...................................

95,065,252

169,773,772

—

—

Tax-Exempt

Fund

...................................

5,329,576

10,646,098

—

—

High

Income

Municipal

Bond

Fund

......................

4,078,933

8,003,334

—

—

Floating

Rate

Fund

..................................

365,556,567

847,209,199

—

—

Flat

Rate

Low

Duration

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.45%

High

Yield

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.60%

Tax-Exempt

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.50%

High

Income

Municipal

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.50%

Floating

Rate

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

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.

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.

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.

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.

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.

.

.

.

.

.

.

.

.

.

0.65%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

80

Amounts

incurred

and

paid

to

VCM

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Funds’

administrator

and

fund

accountant.

Under

the

Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Trust,

Victory

Variable

Insurance

Funds

and

Victory

Portfolios

II.

The

tiered

rates

at

which

VCM

is

paid

by

the

Funds

are

shown

in

the

table

below:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Funds

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Funds

reimburse

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Funds.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Administration

fees.

The

Funds

(as

part

of

the

Trust)

have

entered

into

an

agreement

with

the

Adviser

to

provide

compliance

services,

pursuant

to

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

of

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

to

provide

the

Trust

with

compliance

oversight

services

related

to

the

design,

administration,

and

oversight

of

a

compliance

program

for

the

Trust

in

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

is

an

employee

of

the

Adviser,

which

pays

the

compensation

of

the

CCO

and

support

staff.

The

funds

in

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios

II

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Compliance

fees.

Transfer

Agency

Fees: 

FIS

Investor

Services,

LLC

(“FIS”)

serves

as

the

Funds’

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

a

fee

for

its

services

and

reimburses

FIS

for

all

of

their

reasonable

out-of-pocket

expenses

incurred

in

providing

these

services. 

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Victory

Capital

Transfer

Agency,

Inc.,

an

affiliate

of

the

Adviser,

serves

as

sub-transfer

agent

for

the

Member

Class.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Funds

have

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Funds

and

have

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Funds

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Funds.

These

services

would

have

been

provided

by

the

Funds’

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Funds’

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

an

affiliate

of

the

Adviser,

serves

as

Distributor

for

the

continuous

offering

of

the

shares

of

the

Funds

pursuant

to

a

Distribution

Agreement

between

the

Distributor

and

the

Trust.

Pursuant

to

the

Distribution

and

Service

Plans

adopted

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Distributor

may

receive

a

monthly

distribution

and

service

fee

up

to

the

annual

rate

shown

in

the

table

below:

The

distribution

and

service

fees

paid

to

the

Distributor

may

be

used

by

the

Distributor

to

pay

for

activities

primarily

intended

to

result

in

the

sale

of

Class

A,

Class

C,

and

Class

R.

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

12b-1

fees.

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Class

A

Class

C

Class

R

Low

Duration

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

High

Yield

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Tax-Exempt

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

N/A

High

Income

Municipal

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

N/A

Floating

Rate

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25%

1.00%

0.50%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

81

In

addition,

the

Distributor

is

entitled

to

receive

commissions

in

connection

with sales

of

the

Class

A.

For

the

year

ended

December

31,

2023,

the

Distributor

received

the

following

from

commissions

earned

in

connection with

sales

of

Class

A:

Other

Fees:

Citibank

serves

as

the

Funds’

custodian.

The

Funds

pay

Citibank

a

fee

for

providing

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

are

reflected

on

the

Statements

of

Operations

as

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

to

the

Trust.

The

Adviser

has

entered

into

an

expense

limitation

agreement

with

the

Trust.  Under

the

terms

of

the

agreement,

the

Adviser

has

agreed

to

waive

fees

or

reimburse

certain

expenses

to

the

extent

that

ordinary

operating

expenses

incurred

by

certain

classes

of

the

Funds

in

any

fiscal

year

exceed

the

expense

limits

for the

Funds.

Such

excess

amounts

will

be

the

liability

of

the

Adviser.

Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

in

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

in

the

ordinary

course

of the

Funds’

business

are

excluded

from

the

expense

limits.

As

of

December

31,

2023,

the

expense

limits

(excluding

voluntary

waivers) are

as

follows:

Under

the

terms

of

the

expense

limitation agreement, the Funds

have

agreed

to

repay

fees

and

expenses

that

were

waived

or

reimbursed

by

the

Adviser

for

a

period

of

up

to

three

years

(thirty-six

(36)

months)

after

the

waiver

or

reimbursement

took

place,

subject

to

the

lesser

of

any

operating

expense

limits

in

effect

at

the

time

of:

(a)

the

original

waiver

or

expense

reimbursement;

or

(b)

the

recoupment,

after

giving

effect

to

the

recoupment

amount.

The

Funds

have

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

For

the

year

ended

December

31,

2023,

the

following

recoupment

amounts

were

paid

to

the

Adviser.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

The

Adviser

may

voluntarily

waive

or

reimburse

additional

fees

to

assist

the

Funds

in

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

to

the

Funds

are

not

available

to

be

recouped

at

a

future

time.

For

the

year ended

December

31,

2023,

the

Adviser

voluntarily

waived

the

following

amounts:

Certain

officers

and/or

interested

trustees

of

the

Funds

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel, and

Distributor.

Amount

Low

Duration

Bond

Fund

...............................................................................

$

335

High

Yield

Fund

.....................................................................................

1,819

Tax-Exempt

Fund

.....................................................................................

87

High

Income

Municipal

Bond

Fund

........................................................................

113

Floating

Rate

Fund

....................................................................................

3,385

In

effect

until

April

30,

2024

Class

A

Class

C

Class

R

Class

Y

Member

Class

Low

Duration

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.85%

1.62%

1.27%

0.62%

N/A

High

Yield

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

1.70%

1.35%

0.76%

N/A

Tax-Exempt

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.80%

1.60%

N/A

0.69%

N/A

High

Income

Municipal

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.80%

1.57%

N/A

0.57%

0.65%

Floating

Rate

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.00%

1.80%

1.56%

0.78%

0.85%

Amount

Low

Duration

Bond

Fund

...............................................................................

$

652

Floating

Rate

Fund

....................................................................................

1,608

Expires

2024

Expires

2025

Expires

2026

Total

Low

Duration

Bond

Fund

...............................................

$

96,423

$

88,131

$

98,024

$

282,578

High

Yield

Fund

.....................................................

221,331

261,892

236,916

720,139

Tax-Exempt

Fund

.....................................................

131,110

125,945

125,354

382,409

High

Income

Municipal

Bond

Fund

........................................

156,099

142,621

139,280

438,000

Floating

Rate

Fund

....................................................

1,453,140

1,383,846

920,659

3,757,645

Low

Duration

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

$49,721

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

82

5.

Risks:

The

Funds

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

Debt

Securities

Risk

—

The

value

of

a

debt

security

or

other

income-producing

security

changes

in

response

to

various

factors,

including,

for

example,

market-related

factors

(such

as

changes

in

interest

rates

or

changes

in

the

risk

appetite

of

investors

generally)

and

changes

in

the

actual

or

perceived

ability

of

the

issuer

(or

of

issuers

generally)

to

meet

its

(or

their)

obligations.

Other

factors

that

may

affect

the

value

of

debt

securities,

include,

among

others,

public

health

crises

and

responses

by

governments

and

companies

to

such

crises.

These

and

other

events

may

affect

the

creditworthiness

of

the

issuer

of

a

debt

security

and

may

impair

an

issuer’s

ability

to

timely

meet

its

debt

obligations

as

they

come

due.

High-Yield/Junk

Bond

Risk

—

Lower-quality

debt

securities

can

involve

a

substantially

greater

risk

of

default

than

higher

quality

debt

securities,

and

their

values

can

decline

significantly

over

short

and

longer

periods

of

time.

Lower-quality

debt

securities

tend

to

be

more

sensitive

to

adverse

news

about

the

issuer,

or

the

market

or

economy

in

general.

Floating

Rate

Loan

Risk

—

Investments

in

floating

rate

loans

are

generally

subject

to

the

same

risks

as

investments

in

other

types

of

debt

securities,

including,

in

many

cases,

investments

in

high-yield/junk

bonds.

There

may

be

limited

public

information

available

regarding

the

loan.

They

may

be

difficult

to

value

and

may

be

illiquid.

The

receipt

of

principal

and

interest

on

some

loans

may

be

subject

to

the

credit

risk

of

a

financial

institution

that

issues

or

administers

the

loan.

In

certain

circumstances,

the

Funds

may

not

have

the

same

protections

available

to

investors

under

the

federal

securities

laws.

In

times

of

unusual

or

adverse

market,

economic

or

political

conditions,

floating

rate

loans

may

experience

higher

than

normal

default

rates.

In

the

event

of

a

recession

or

serious

credit

event,

among

other

eventualities,

the

value

of

the

Funds’

investments

in

floating

rate

loans

are

more

likely

to

decline.

Transactions

in

loans

often

settle

on

a

delayed

basis,

and

the

Funds

may

not

receive

the

proceeds

from

the

sale

of

a

loan

for

a

substantial

period

of

time

after

the

sale.

The

secondary

market

for

floating

rate

loans

is

limited

and,

thus,

the

Funds’

ability

to

sell

or

realize

the

full

value

of

its

investment

in

these

loans

to

reinvest

sale

proceeds

or

to

meet

redemption

obligations

may

be

impaired.

Municipal

Obligations Risk

— The

values

of

municipal

obligations

that

depend

on

a

specific

revenue

source

to

fund

their

payment

obligations

may

fluctuate

as

a

result

of

changes

in

the

cash

flows

generated

by

the

revenue

source

or

changes

in

the

priority

of

the

municipal

obligation

to

receive

the

cash

flows

generated

by

the

revenue

source.

Changes

in

the

financial

health

of

a

municipality

or

other

issuer,

or

an

insurer

of

municipalities,

may

make

it

difficult

to

pay

interest

and

principal

when

due

and

may

affect

the

overall

municipal

securities

market.

Municipal

obligations

concentrated

in

a

particular

geographic

region

may

make

the

Funds’

investments

more

susceptible

to

economic,

political,

regulatory,

or

other

factors

affecting

issuers

in

those

geographic

areas

and

may

increase

the

volatility

of

the

Funds’

net

asset

value.

In

addition,

changes

in

federal

tax

laws

or

the

activity

of

an

issuer

may

adversely

affect

the

tax-exempt

status

of

municipal

obligations.

Loss

of

tax-exempt

status

may

cause

interest

received

and

distributed

to

shareholders

by

the

Funds

to

be

taxable

and

may

result

in

a

significant

decline

in

the

values

of

such

municipal

obligations.

Credit

Risk

—

The

Funds

will

be

subject

to

credit

risk

with

respect

to

the

amount

each

expects

to

receive

from

counterparties

for

financial

instruments

entered

into

by

the

Funds.

The

Funds

may

be

negatively

impacted

if

a

counterparty

becomes

bankrupt

or

otherwise

fails

to

perform

its

obligations

due

to

financial

difficulties.

The

Funds

may

experience

significant

delays

in

obtaining

any

recovery

in

bankruptcy

or

other

reorganization

proceeding

and

the

Funds

may

obtain

only

limited

recovery

or

may

obtain

no

recovery

in

such

circumstances.

The

Funds

typically

enter

into

transactions

with

counterparties

whose

credit

ratings

are

investment

grade,

as

determined

by

a

nationally

recognized

statistical

rating

organization

or,

if

unrated,

judged

by

the

Adviser

to

be

of

comparable

quality.

Derivatives

Risk

—

The

use

of

derivative

instruments,

such

as

futures

contracts

and

credit

default

swaps,

exposes

the

Funds

to

additional

risks

and

transaction

costs.

Risks

of

derivative

instruments

include:

(1)

the

risk

that

interest

rates,

securities

prices,

asset

values,

and

currency

markets

will

not

move

in

the

direction

that

a

portfolio

manager

anticipates;

(2)

imperfect

correlation

between

the

price

of

derivative

instruments

and

movements

in

the

prices

of

the

securities,

assets,

interest

rates

or

currencies

being

hedged;

(3)

the

fact

that

skills

needed

to

use

these

strategies

are

different

than

those

needed

to

select

portfolio

securities;

(4)

the

possible

absence

of

a

liquid

secondary

market

for

any

particular

instrument

and

possible

exchange

imposed

price

fluctuation

limits,

either

of

which

may

make

it

difficult

or

impossible

to

close

out

a

position

when

desired;

(5)

the

risk

that

adverse

price

movements

in

an

instrument

can

result

in

a

loss

substantially

greater

than

the

Funds’

initial

investment

in

that

instrument

(in

some

cases,

the

potential

loss

is

unlimited);

(6)

particularly

in

the

case

of

privately-negotiated

instruments,

the

risk

that

the

counterparty

will

not

perform

its

obligations,

which

could

leave

the

Funds

worse

off

than

if

it

had

not

entered

into

the

position;

and

(7)

the

inability

to

close

out

certain

hedged

positions

to

avoid

adverse

tax

consequences.

LIBOR

Discontinuation

Risk

—

The

terms

of

some

floating

rate

loans

and

other

instruments

that

were

previously

tied

to

the

London

Interbank

Offered

Rate

("LIBOR"),

which

functioned

as

a

reference

rate

or

benchmark

for

these

instruments

but

was

discontinued

as

a

floating

rate

benchmark

have

recently

transitioned

from,

or

continue

to

be

tied

to USD

LIBOR

synthetic

rates

that

continue

to

be

published

until

September

30,

2024.

Secured

Overnight

Financing

Rate

(SOFR)

has

largely

been

used

as

a

new

reference

rate

for

new

instruments.

There

is

no

assurance

that

proposed

replacement

rates

will

be

suitable

substitutes

for

LIBOR,

and

thus

the

substitution

of

such

rates

for

LIBOR

could

have

an

adverse

effect.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Funds.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

83

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

6.

Borrowing

and

Interfund

Lending:

Line

of

Credit:

The

Victory

Funds

Complex

participates

in

a

short-term

demand

note

“Line

of

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

up

to

$600

million,

of

which

$300

million

is

committed

and

$300

million

is

uncommitted.

$40

million

of

the

Line

of

Credit

is

reserved

for

use

by

the

Victory

Floating

Rate

Fund,

another

series

of

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

related

commitment

fees

for

that

amount.

The

purpose

of

the

Line

of

Credit

is

to

meet

temporary

or

emergency

cash

needs.

For

the year

ended

December

31,

2023,

Citibank

received

an

annual

commitment

fee

of

0.15%

on

$300

million

for

providing

the

Line

of

Credit.

Each

Fund

in

the

Victory

Funds

Complex

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month SOFR

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June

24,

2024,

and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to each

Fund during

the

period,

if

applicable,

is

reflected

on

the

Statements

of

Operations

under

Line

of

credit

fees.

The

average

borrowing

for

the

days

outstanding

and

average

interest

rate

for

each

Fund

during

the

year

ended

December

31,

2023,

were

as

follows:

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

on

an

exemptive

order

granted

by

the

SEC

in

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

of

an

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

each

Fund

to

directly

lend

and

borrow

money

to

or

from

any

other

fund

in

the

Victory

Funds

Complex

that

is

permitted

to

participate

in

the

Facility,

relying

upon

the

Order

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

or

emergency

purposes,

including

the

meeting

of

redemption

requests

that

otherwise

might

require

the

untimely

disposition

of

securities,

and

are

subject

to

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

is

determined,

as

specified

in

the

Order,

by

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

As

a

Borrower

(as

defined

in

the

Order),

interest

charged

to

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

interest

earned

by

each

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statements

of

Operations

under

Interfund

lending.

The

average

borrowing

or

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Funds

that

utilized

this

Facility

during

the

year

ended

December

31,

2023,

were

as

follows:

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

7.

Federal

Income

Tax

Information:

Dividends

from

net

investment

income,

if

any,

are

declared

and

paid

as

noted

in

the

table

below.

Distributable

net

realized

gains,

if

any,

are

declared

and

distributed

at

least

annually

from

each

Fund. 

The

amounts

of

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

to

shareholders)

are

determined

in

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

To

the

extent

these

“book/tax”

differences

are

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

Low

Duration

Bond

Fund

...................................

$

—

$

3,170,000

6.25%

$

3,170,000

Borrower

or

Lender

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

High

Yield

Fund

................................

Borrower

$

—

$

1,395,500

5.09%

$

1,607,000

Floating

Rate

Fund

...............................

Borrower

—

5,131,250

5.54%

17,149,000

Declared

Paid

Low

Duration

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Monthly

Monthly

High

Yield

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Monthly

Monthly

Tax-Exempt

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Monthly

Monthly

High

Income

Municipal

Bond

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Monthly

Monthly

Floating

Rate

Fund

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Monthly

Monthly

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

84

permanent

in

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

of

net

assets

based

on

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

do

not

require

reclassification.

To

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

as

distributions

of

capital.

Net

investment

losses

incurred

by

the

Funds

may

be

reclassified

as

an

offset

to

capital

on

the

accompanying

Statements

of

Assets

and

Liabilities.

As

of

December

31,

2023,

on

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

The

tax

character

of

distributions

paid

during

the

tax

years

ended,

as

noted

below,

were

as

follows

(total

distributions

paid

may

differ

from

the

Statements

of

Changes

in

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales

and

callable

bonds

amortization.

As

of December

31,

2023,

the

Funds

had

net

capital

loss

carryforwards

as

shown

in

the

table

below. 

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

Total

Accumulated

Earnings/(Loss)

Capital

Tax-Exempt

Fund

.........................................................

$

871

$

(871)

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Taxable

Distributions

Tax-Exempt

Distributions

Total

Distributions

Paid

Low

Duration

Bond

Fund

...........................................

$

4,919,454

$

4,919,454

$

—

$

4,919,454

High

Yield

Fund

.................................................

18,371,770

18,371,770

—

18,371,770

Tax-Exempt

Fund

.................................................

644

644

1,470,488

1,471,132

High

Income

Municipal

Bond

Fund

....................................

1,139

1,139

1,711,246

1,712,385

Floating

Rate

Fund

................................................

103,096,316

103,096,316

—

103,096,316

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Taxable

Distributions

Tax-Exempt

Distributions

Total

Distributions

Paid

Low

Duration

Bond

Fund

...............................

$

3,288,707

$

—

$

3,288,707

$

—

$

3,288,707

High

Yield

Fund

.....................................

20,544,658

—

20,544,658

—

20,544,658

Tax-Exempt

Fund

.....................................

1,379

306,762

308,141

1,694,609

2,002,750

High

Income

Municipal

Bond

Fund

........................

24,902

101,138

126,040

1,879,177

2,005,217

Floating

Rate

Fund

....................................

109,598,335

—

109,598,335

—

109,598,335

Undistributed

Tax-Exempt

Income

Distributions

Payable

Other

Earnings

(Deficit)

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Low

Duration

Bond

Fund

..

$

—

$

(48,164)

$

—

$

(48,164)

$

(33,623,789)

$

(966,134)

$

(34,638,087)

High

Yield

Fund

........

—

(733,003)

—

(733,003)

(55,770,083)

(15,216,765)

(71,719,851)

Tax-Exempt

Fund

........

13,219

—

—

13,219

(806,488)

(2,326,415)

(3,119,684)

High

Income

Municipal

Bond

Fund

...............

138,481

—

(3,359)

135,122

(927,090)

(4,766,198)

(5,558,166)

Floating

Rate

Fund

.......

—

(1,798,608)

(3,696)

(1,802,304)

(395,906,857)

(83,191,319)

(480,900,480)

Short-Term

Amount

Long-Term

Amount

Total

Low

Duration

Bond

Fund

................................................

$

(13,365,365)

$

(20,258,424)

$

(33,623,789)

High

Yield

Fund

......................................................

(8,400,922)

(47,369,161)

(55,770,083)

Tax-Exempt

Fund

......................................................

(49,155)

(757,333)

(806,488)

High

Income

Municipal

Bond

Fund

.........................................

(94,714)

(832,376)

(927,090)

Floating

Rate

Fund

.....................................................

(82,199,970)

(313,706,887)

(395,906,857)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Portfolios

85

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

9.

Subsequent

Event:

On

December

5,

2023,

the

Board

approved

the

adoption

of

a

conversion

feature

for

Class

R

of

the

Floating

Rate

Fund

and

Low

Duration

Bond

Fund.

Under

the

relevant

conversion

feature,

effective

after

the

close

of

business

on

March

28,

2024,

all

of

the

issued

and

outstanding

shares

of

Class

R

of

each

Fund

will

be

converted

into

shares

of

Class

A

of

each

Fund.

The

share

class

conversion

will

be

effectuated

on

the

basis

of

the

relative

NAVs

of

the

share

class

without

the

imposition

of

a

sales

charge.

Based

on

the

financial

information

for

the

Funds’

fiscal

year

ended

December

31,

2023,

Class

A

has

lower

gross

and

net

total

expense

ratios

than

Class

R.

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Low

Duration

Bond

Fund

...........................

$

135,543,858

$

1,055,236

$

(2,021,370)

$

(966,134)

High

Yield

Fund

.................................

201,310,415

4,154,564

(19,371,329)

(15,216,765)

Tax-Exempt

Fund

.................................

38,027,378

326,775

(2,653,190)

(2,326,415)

High

Income

Municipal

Bond

Fund

....................

40,772,020

567,264

(5,333,462)

(4,766,198)

Floating

Rate

Fund

................................

810,801,577

7,747,609

(90,938,928)

(83,191,319)

86

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Shareholders

and

Board

of

Trustees

of

Victory

Portfolios

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

portfolio

investments,

of

Victory

Low

Duration

Bond

Fund,

Victory

High

Yield

Fund,

Victory

Tax-Exempt

Fund,

Victory

High

Income

Municipal

Bond

Fund,

and

Victory

Floating

Rate

Fund

(the

“Funds”),

each

a

series

of

Victory

Portfolios,

as

of

December

31,

2023,

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

December

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

of

the

investment

companies

advised

by

Victory

Capital

Management

Inc.

since

2015.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

23,

2024

Supplemental

Information

December

31,

2023

Victory

Portfolios

87

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 37

portfolios

in

the

Trust, 27

portfolios

in

Victory

Portfolios

II,

and six

portfolios

in

Victory

Variable

Insurance

Funds,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

service

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

Mr.

Brown

is

an

"Interested

Person"

by

reason

of

his

relationship

with

the

Adviser.

The

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

of

the

Trust

and

is

available,

without

charge,

by

calling

800-539-3863.

Name

and

Date

of

Birth

Position

Held

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

Other

Directorships

Held

During

Past

5

Years

Independent

Trustees

David

Brooks

Adcock,

(October

1951)

Trustee

May

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

May

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(May

1961)

Trustee

July

2016

Chair,

CEO

and

Co-Founder

of

TriLinc

Global,

LLC,

an

investment

firm.

TriLinc

Global

Impact

Fund,

LLC

(since

2012).

Leigh

A.

Wilson,

(December

1944)

Trustee

November

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

88

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

and

their

principal

occupations

during

the

past

five

years

are

detailed

in

the

following

table.

Each

officer

serves

until

the

earlier

of

his

or

her

resignation,

removal,

retirement,

death,

or

the

election

of

a

successor.

The

mailing

address

of

each

officer

of

the

Trust

is

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

The

officers

of

the

Trust

receive

no

compensation

directly

from

the

Trust

for

performing

the

duties

of

their

offices.

Name

and

Date

of

Birth

Position

with

the

Trust

Date

Commenced

Service

Principal

Occupation

During

Past

5

Years

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios

II,

Victory

Portfolios

III

and

Victory

Variable

Insurance

Funds.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

December

1997

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

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(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

each

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Funds'

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863

(800-235-8396

for

Member

Class). Each

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

Availability

of

Schedules

of

Portfolio

Investments:

The

Trust

files

a

complete

list

of

Schedules

of

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

of

each

fiscal

year

on

Form

N-PORT-P

and are

available

on

the

SEC’s

website

at

sec.gov.

Expense

Examples

As

a

shareholder

of

the

Fund,

you

may

incur

two

types

of

costs:

(1)

transaction

costs, including

sales

charges

(loads)

on

purchases;

 and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

These

examples

are

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

These

examples

are

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2023,

through

December

31,

2023.

The

Actual

Expense

figures

in

the

table

below

provide

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

below,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

table

under

the

heading

entitled

“Actual

Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

The

Hypothetical

Expense

figures

in

the

table

below

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds.

Please

note

the

expenses

shown

in

the

table

below

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs.

Therefore,

the

hypothetical

expenses

in

the

table

are

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Low

Duration

Bond

Fund

Class

A

...............................

$

1,000.00

$

1,034.30

$

1,020.92

$

4.36

$

4.33

0.85%

Class

C

...............................

1,000.00

1,031.40

1,017.04

8.29

8.24

1.62%

Class

R

...............................

1,000.00

1,033.20

1,018.80

6.51

6.46

1.27%

Class

Y

...............................

1,000.00

1,035.50

1,022.08

3.18

3.16

0.62%

High

Yield

Fund

Class

A

...............................

1,000.00

1,073.50

1,020.16

5.23

5.09

1.00%

Class

C

...............................

1,000.00

1,069.40

1,016.64

8.87

8.64

1.70%

Class

R

...............................

1,000.00

1,071.50

1,018.55

6.89

6.72

1.32%

Class

Y

...............................

1,000.00

1,075.20

1,021.37

3.98

3.87

0.76%

Tax-Exempt

Fund

Class

A

...............................

1,000.00

1,037.40

1,021.17

4.11

4.08

0.80%

Class

C

...............................

1,000.00

1,034.50

1,017.14

8.20

8.13

1.60%

Class

Y

...............................

1,000.00

1,039.20

1,021.73

3.55

3.52

0.69%

High

Income

Municipal

Bond

Fund

Class

A

...............................

1,000.00

1,043.30

1,021.17

4.12

4.08

0.80%

Class

C

...............................

1,000.00

1,039.30

1,017.29

8.07

7.98

1.57%

Class

Y

...............................

1,000.00

1,044.50

1,022.33

2.94

2.91

0.57%

Member

Class

..........................

1,000.00

1,044.10

1,021.93

3.35

3.31

0.65%

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

90

(Unaudited)

Beginning

Account

Value

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Floating

Rate

Fund

Class

A

...............................

1,000.00

1,052.40

1,020.16

5.17

5.09

1.00%

Class

C

...............................

1,000.00

1,048.20

1,016.13

9.29

9.15

1.80%

Class

R

...............................

1,000.00

1,049.40

1,017.34

8.06

7.93

1.56%

Class

Y

...............................

1,000.00

1,053.70

1,021.27

4.04

3.97

0.78%

Member

Class

..........................

1,000.00

1,053.20

1,020.92

4.40

4.33

0.85%

*

Expenses

are

equal

to

the

average

account

value

multiplied

by

the

Fund’s

annualized

expense

ratio

multiplied

by

184/365

(the

number

of

days

in

the

most

recent

fiscal

half-year

divided

by

the

number

of

days

in

the

fiscal

year).

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(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Funds

hereby

designate

the

maximum

amount

allowable

of

their

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.  Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of:

For

the

year

ended

December

31,

2023,

the

following

Funds

designated tax-exempt

distributions

in

the

amount

of:

Percent

Low

Duration

Bond

Fund

.............................................................................

1%

High

Yield

Fund

...................................................................................

—%

(a)

(a)

Rounds

to

less

than

1%.

Amount

Tax-Exempt

Fund

...................................................................................

$

1,470,488

High

Income

Municipal

Bond

Fund

......................................................................

1,711,246

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(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreements

The

Board

approved

the

advisory

agreement

with

the

Adviser,

on

behalf

of

each

of

the

Funds

(the

“Advisory

Agreement”),

and

the

sub-advisory

agreement

between

the

Adviser

and

Park

Avenue

Institutional

Advisers

LLC

(the

“Sub-Adviser”),

on

behalf

of

each

of

the

High

Yield

Fund

and

Floating

Rate

Fund

(the

“Sub-Advisory

Agreement”

and

together

with

the

Advisory

Agreement,

the

“Agreements”),

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Funds

and

the

Agreements

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreements,

the

Board

requested

from

the

Adviser

and

Sub-Adviser

certain

information

concerning

the

Funds

to

assist

it

in

evaluating

the

terms

of

the

Agreements.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

and

the

Sub-Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreements.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

by

legal

counsel

to

the

Funds

and

independent

legal

counsel

to

the

Independent

Trustees.

The

Board

considered

each

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

as

significant

factors

in

determining

whether

the

Agreements

should

be

continued.

The

Board

reviewed

numerous

factors

with

respect

to

each

Fund,

including

the

services

to

be

provided

by

the

Sub-Adviser.

In

considering

whether

the

compensation

paid

to

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

the

Funds

for

the

services

provided

by

the

Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

performance

of

the

Funds

as

compared

to

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

of

scale

that

would

benefit

Fund

shareholders

as

the

Funds

grow

(acknowledging

that

economies

of

scale

can

be

complex

to

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

be

appropriate;

Whether

the

fee

would

be

sufficient

to

enable

the

Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Funds;

The

fees

paid

by

other

clients

of

the

Adviser

whose

accounts

are

managed

in

a

similar

investment

style

and

any

differences

in

the

services

provided

to

the

other

clients

compared

to

those

provided

to

the

Funds;

The

total

expenses

of

each

Fund;

Management’s

commitment

to

operating

the

Funds

at

competitive

expense

levels;

The

profitability

of

the

Adviser

(as

reflected

by

comparing

fees

earned

against

an

estimate

of

the

Adviser’s

costs)

with

respect

to

the

Adviser’s

relationship

with

the

Funds;

Research

and

other

service

benefits

received

by

the

Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Adviser,

and

its

affiliates,

including

revenues

paid

to

the

Adviser,

or

its

affiliates,

by

the

Funds

for

administration

and

fund

accounting

services,

shareholder

services

and

distribution;

The

capabilities

and

financial

condition

of

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

each

Fund

and

the

Adviser.

In

considering

whether

the

compensation

paid

to

the

Sub-Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

of

each

Fund

for

the

services

provided

by

the

Sub-Adviser;

The

nature,

quality

and

extent

of

the

services

provided

and

expected

to

be

provided;

The

fees

payable

for

the

services;

Representations

by

the

Adviser

that

the

sub-advisory

fee

for

each

Fund

is

within

the

range

of

fees

agreed

to

in

the

market

for

similar

services;

Whether

the

fee

would

be

sufficient

to

enable

the

Sub-Adviser

to

attract

and

retain

experienced

personnel

and

continue

to

provide

quality

services

to

the

Funds;

Management’s

commitment

to

operating

the

Fund

at

competitive

expense

levels;

Research

and

other

service

benefits

received

by

the

Sub-Adviser

obtained

through

payment

of

client

commissions

for

securities

transactions;

Other

benefits

received

by

the

Sub-Adviser

as

a

result

of

its

sub-advisory

relationship

with

the

Funds;

The

capabilities

and

financial

condition

of

the

Sub-Adviser;

The

nature,

quality

and

extent

of

the

oversight

and

compliance

services

provided

by

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

each

sub-advised

Fund

and

the

Sub-Adviser.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

93

(Unaudited)

The

Board

reviewed

each

Fund’s

current

management

fee,

comprised

of

the

advisory

fee

plus

the

administrative

services

fee

paid

to

the

Adviser,

in

the

context

of

the

Adviser’s

business

and

services

with

respect

to

each

Fund

individually

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

to

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

each

Fund’s

gross

management

fee

and

total

operating

expense

ratio

on

a

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

of

a

universe

of

comparable

mutual

funds

compiled

by

the

consultant,

and

a

peer

group

of

funds

with

similar

investment

strategies

selected

by

that

consultant

from

the

universe

of

comparable

funds.

The

Board

reviewed

the

factors

and

methodology

used

by

the

consultant

in

the

selection

of

each

Fund’s

peer

group,

including

the

consultant’s

selection

of

a

broad

universe

of

funds,

the

more

specific

universe

of

comparable

funds,

and

peer

groups

of

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

to

the

consultant’s

methodology

as

compared

to

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

if

any.

With

respect

to

certain

Funds,

the

Board

also

reviewed

fees

and

other

information

related

to

the

Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

noted

that

none

of

the

advisory

fee

arrangements

for

these

Funds

included

breakpoints,

which

would

be

a

structure

that

results

in

reduced

fees

as

a

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

to

limit

expenses

as

discussed

in

more

detail

below.

For

Funds

with

total

net

expense

ratios

that

ranked

within

the

fourth

quartile

(most

expensive)

in

relation

to

their

peers

as

evaluated

by

a

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

the

level

of

fees

and

the

nature

of

the

services

provided.

The

Adviser

reviewed

additional

relevant

circumstances,

which

included,

among

other

things,

specialized

strategies,

small

or

decreasing

assets,

or

rapid

or

recent

changes

in

peer

expense

ratios.

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

to

the

Funds

by

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

of

the

Funds’

day-to-day

operations

and

oversight

of

Fund

accounting,

assistance

in

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

of

the

Funds

and

the

Trust.

With

respect

to

the

High

Yield

Fund

and

Floating

Rate

Fund,

the

Board

also

considered

information

concerning

the

fee

paid

to

the

Sub-Adviser

under

the

Sub-Advisory

Agreement.

The

Board

considered

the

relative

roles

and

responsibilities

of

the

Adviser

and

Sub-Adviser

with

respect

to

the

applicable

Funds

and

noted

that,

among

other

things:

(1)

the

sub-advisory

fees

for

these

Funds

are

paid

by

the

Adviser

and,

therefore,

are

not

a

direct

expense

of

the

Funds;

and

(2)

the

Adviser

supervises

the

Sub-Adviser.

The

Board

also

considered

the

Adviser’s

representation

that

the

fees

to

be

paid

to

the

Sub-Adviser

are

within

the

range

of

sub-advisory

fees

paid

to

other

sub-advisers

for

similar

services.

The

Board

reviewed

fees

and

other

information

related

to

the

Sub-Adviser’s

management

of

similarly

managed

institutional

or

private

accounts,

and

the

differences

in

the

services

provided

to

the

other

accounts.

The

Board

recognized

that

because

the

sub-advisory

fees

are

paid

by

the

Adviser,

any

arrangement

by

the

Sub-Adviser

to

either

increase

or

reduce

its

fee

would

have

no

direct

impact

on

the

Fund

or

its

shareholders.

The

Board

found

that

the

gross

annual

management

fee

paid

by

each

Fund

was

within

the

range

of

management

fees

paid

by

each

Fund’s

respective

peer

group.

The

Board

also

found

that

each

Fund’s

Class

A

net

annual

expense

ratio

was

reasonable

as

compared

with

each

Fund’s

respective

peer

group.

The

Board

considered

the

Adviser’s

contractual

agreement

with

each

Fund

to

waive

its

fees

and

reimburse

expenses

of

certain

classes

for

a

specified

period

of

time,

as

described

in

the

Fund’s

prospectus.

The

Board

reviewed

each

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

of

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

of

the

Fund

and

the

peer

group

funds

are

net

of

expenses,

while

the

performance

of

the

benchmark

index

reflects

gross

returns.

The

Board

reviewed

various

other

specific

factors

with

respect

to

each

Fund,

as

described

below.

In

their

deliberations,

the

Trustees

did

not

rank

the

importance

of

any

particular

information

or

factor

considered

and

each

Trustee

may

have

attributed

different

weights

to

various

factors.

Low

Duration

Bond

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

all

of

the

periods

reviewed,

outperformed

the

peer

group

median

for

the

one-,

three-

and

five-year

periods

and

matched

the

performance

of

the

peer

group

median

for

the

ten-year

period.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

High

Yield

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

94

(Unaudited)

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Tax-Exempt

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-,

five-

and

ten-year

periods,

outperformed

the

benchmark

index

for

the

three-year

period,

outperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods,

and

underperformed

the

peer

group

median

for

the

one-year

period.

The

Board

considered

the

fact

that

as

of

April

1,

2020,

the

Adviser

assumed

day-to-day

portfolio

management

responsibilities

from

the

Fund’s

former

sub-adviser.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

recent

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

High

Income

Municipal

Bond

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

the

one-

and

five-year

periods,

outperformed

the

benchmark

index

for

the

three-

and

ten-year

periods,

underperformed

the

peer

group

median

for

the

one

and

ten-year

periods,

matched

the

peer

group

median

for

the

three-year

period,

and

outperformed

the

peer

group

median

for

the

five-year

period.

The

Board

considered

the

fact

that

as

of

April

1,

2020,

the

Adviser

assumed

day-to-day

portfolio

management

responsibilities

from

the

Fund’s

former

sub-adviser.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Floating

Rate

Fund:

The

Board

compared

the

Fund’s

Class

A

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

Having

considered,

among

other

things:

(1) the

Fund’s

management

fee

compared

to

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

to

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

to

limit

the

expenses

of

certain

classes

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

for

those

share

classes

during

that

period;

and

(4)

the

Fund’s

performance

during

the

periods

reviewed,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion:

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Funds’

shareholders,

particularly

in

light

of

the

nature

of

the

Funds

and

the

services

required

to

support

the

Funds;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Funds;

and

(iii)

the

Agreement,

on

behalf

of

the

Funds

discussed

above,

was

consistent

with

the

best

interests

of

each

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

on

behalf

of

each

Fund,

for

an

additional

annual

period

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Adviser

under

the

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services,

the

profitability

of

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

of

the

fee

paid

to

the

fees

paid

by

other

investment

companies;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

to

the

management

of

the

Funds

and

the

creation

of

a

broad-based

family

of

funds,

which

entails

a

substantial

commitment

of

the

Adviser’s

resources

to

the

successful

operation

of

the

Funds;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Funds,

including

the

retention

of

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

to

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

In

the

case

of

the

sub-advised

Funds,

the

Adviser’s

oversight

of

the

Sub-Adviser;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

95

(Unaudited)

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

concluded,

among

other

things,

that

the

Sub-Advisory

Agreement,

with

respect

to

each

of

the

High

Yield

Fund

and

Floating

Rate

Fund,

was

consistent

with

the

best

interests

of

each

Fund

and

its

shareholders

and

unanimously

approved

the

Sub-Advisory

Agreement

(including

the

fees

to

be

charged

for

services

thereunder),

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Sub-Adviser

under

the

Sub-Advisory

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services

and

the

estimated

profitability

of

the

Sub-Adviser’s

relationship

with

each

Fund;

The

relative

roles

and

responsibilities

of

the

Adviser

and

the

Sub-Adviser

the

Sub-Advisory

Agreement;

The

nature,

quality

and

extent

of

the

investment

advisory

services

provided

by

the

portfolio

management

team

of

the

Sub-Adviser,

which

have

resulted

in

each

Fund

achieving

its

stated

investment

objective;

The

Sub-Adviser’s

representations

regarding

its

staffing

and

capabilities

to

manage

the

Funds;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Sub-Adviser.

Victory

Portfolios

96

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

97

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Portfolios

98

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

800-235-8396

for

Member

Class

VPRSFIF-AR

(12/23)

Item 2.  Code of Ethics.

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

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, not any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

Item 3.  Audit Committee Financial Experts.

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

(a)(2) The audit committee financial expert is E. Lee Beard, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4.  Principal Accountant Fees and Services.

	2023	2022
(a) Audit Fees (1)	$                     258,500	$                  254,500
(b) Audit-Related Fees (2)	0	0
(c) Tax Fees (3)	75,700	79,700
(d) All Other Fees (4)	0	0

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

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

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

(4)   For fiscal years ended December 31, 2023 and December 31, 2022, there were no fees billed for professional services rendered by Cohen & Company, Ltd. to the Registrant, other than the services reported in (a) through (c) of this item.

Tax fees for 2023 and 2022 are for recurring tax fees for the preparation of the federal and state tax returns and procedures performed relating to the Registrant’s analysis of complex securities.

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

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

(f) Not applicable.

(g)                          

2023	$                75,700
2022	$                79,700

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

(i) Not applicable.

(j) Not applicable.

Item 5.  Audit Committee of Listed Registrants.

Not applicable.

Item 6.  Investments.

(a)       Not applicable.

(b)       Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11.  Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the

registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these

disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting

(as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))

that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

(a)(1)

Not applicable. 

(a)(2)

Not applicable. 

(a)(3) Not applicable. 

(a)(4) Not applicable. 

(b)      Not applicable. 

Item 13. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 14. Exhibits.

(a)(1)

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

(a)(2)

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

(a)(3) Not applicable. 

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)           Victory Portfolios                                               

By (Signature and Title)*   /s/ Allan Shaer                                                                                                    

                                            Allan Shaer, Treasurer and Principal Financial Officer

Date_March 6, 2024________________

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*   /s/ James K. De Vries                                                                                         

                                                James K. De Vries, President and Principal Executive Officer

Date_March 6, 2024_________________

By (Signature and Title)*   /s/ Allan Shaer                                                                                                    

                                                Allan Shaer, Treasurer and Principal Financial Officer

Date_March 6, 2024_________________