N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:          811-04852

Victory Portfolios

 (Exact name of registrant as specified in charter)

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

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

(Name and address of agent for service)

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

Date of fiscal year end: June 30

Date of reporting period: June 30, 2022

Item 1. Reports to Stockholders.

June 30, 2022

Annual Report

Victory Integrity Discovery Fund

Victory Integrity Mid-Cap Value Fund

Victory Integrity Small-Cap Value Fund

Victory Integrity Small/Mid-Cap Value Fund

Victory Munder Multi-Cap Fund

Victory S&P 500 Index Fund

Victory Munder Mid-Cap Core Growth Fund

Victory Munder Small Cap Growth Fund

Victory Trivalent International Fund-Core Equity

Victory Trivalent International Small-Cap Fund

Victory INCORE Total Return Bond Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	4
Managers' Commentary / Investment Overview (Unaudited)	6
Investment Objective and Portfolio Holdings (Unaudited)	32
Schedules of Portfolio Investments
Victory Integrity Discovery Fund	43
Victory Integrity Mid-Cap Value Fund	47
Victory Integrity Small-Cap Value Fund	51
Victory Integrity Small/Mid-Cap Value Fund	56
Victory Munder Multi-Cap Fund	60
Victory S&P 500 Index Fund	63
Victory Munder Mid-Cap Core Growth Fund	75
Victory Munder Small Cap Growth Fund	78
Victory Trivalent International Fund — Core Equity	83
Victory Trivalent International Small-Cap Fund	95
Victory INCORE Total Return Bond Fund	106
Financial Statements
Statements of Assets and Liabilities	116
Statements of Operations	120
Statements of Changes in Net Assets	124
Financial Highlights	136
Notes to Financial Statements	158
Report of Independent Registered Public Accounting Firm	178
Supplemental Information (Unaudited)	179
Trustee and Officer Information	179
Proxy Voting and Portfolio Holdings Information	183
Expense Examples	183
Additional Federal Income Tax Information	185
Liquidity Risk Management Program	187
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

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

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

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

Call Victory at:

800-539-FUND (800-539-3863)
800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

This page is intentionally left blank.

3

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

Looking back over our most recent annual reporting period offers us a stark reminder that markets go up and down, and that investor sentiment can shift quickly.

Although most of 2021 was constructive for financial markets, the script flipped as we entered the new calendar year. More recently, investors have been focused on a host of worries. Inflation data has been running hotter than expected. The U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle and a terrible war is raging in Eastern Europe. All these issues, among other factors, have ratcheted up market volatility in both stock and bond markets. Many broad-market stock indices have pulled back substantially during the first half of 2022 and even entered "bear market" territory, which is typically considered a 20% pullback from the most recent highs. Meanwhile, fixed income investors are also dealing with elevated volatility, and wide swaths of the bond market have struggled in the face of rising interest rates.

Throughout the ups and downs of the past reporting period, there have been interesting differences playing out within the broader market. In general, large-cap stocks outperformed smaller-capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the earlier part of our annual reporting period, while the reverse was true during the latter segment of the reporting period (as measured by the Russell family of indices). Perhaps this reflects investors' realization and expectations for future higher interest rates and corresponding higher borrowing costs.

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them fall out of favor as sentiment soured. This year we've seen oil prices surge, which helped fuel gains across the energy landscape while many other sectors lagged. The Energy and Utilities sectors (and yes, Cash) have been the lone bright spots for many investor portfolios. If anything, this underscores the importance of diversification.

Looking at the numbers, we see that the S&P 500^® Index, the bell-weather proxy for our domestic stock market, declined by 10.62% for the 12-month period ended June 30, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 1.53%, thanks largely to the Fed's shift toward a less accommodative monetary policy and the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury finished at 2.98%.

Given the market environment of the past few months, it's no surprise that investors have become more focused on risk management and downside protection. Remember, our experience managing portfolios through various economic cycles has taught us to remain calm in the face of market turmoil. It is our view that a long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

4

As ever, there will be challenges ahead. The Fed has declared its intent to continue raising rates until the recent elevated inflation readings decline. Labor shortages, ongoing supply chain issues, high energy prices, and the Russia-Ukraine war are among the performance detractors investors continue to navigate. There's even some chatter about a possible recession.

Although we cannot tell you with any certainty what markets will do in the future, we can assure you that the investment professionals at all our independent franchises continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring.

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

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

Christopher K. Dyer, CFA

President,

Victory Funds

5

Victory Integrity Discovery Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

It was a tale of two different markets during this reporting period. Emergence of new COVID-19 variants in the second half of 2021 were temporary setbacks for the market recovery. Ultimately, Gross Domestic Product growth completed the transition from recovery to expansion and eventually surpassed its pre-pandemic peak. Equities ended the year near all-time highs. As we turned the calendar to 2022, the markets had no shortage of information to process. Russia invaded Ukraine, the U.S. Federal Reserve started to signal (and ultimately implemented) interest rate increases, mortgage rates rapidly rose, and markets started to price in fears of a recession. The first-half performance for the S&P 500^® Index was one of the worst on record. The second quarter performance for the Russell 2000^® Value Index was the worst ever. From a market capitalization perspective, small-cap equities underperformed their mid- and large-cap peers.

The top-performing sectors within the Russell Microcap^® Value Index (the "Index") were Energy and Utilities, while Consumer Discretionary, Health Care, and Communication Services were the weakest-performing sectors. Micro-cap value stocks outperformed micro-cap growth stocks.

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

The Fund returned -15.27% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -20.19% during the period.

What strategies did you employ during the reporting period?

Stock selection in the Health Care sector was the prominent contributor to Fund performance. Stock selection in the Consumer Discretionary and Energy sectors also helped Fund performance. Stock selection in the Financials and Communication Services sectors hurt Fund performance. Sector weights were a positive on Fund performance relative to the Index largely due to our underweight position in the Health Care sector. From a style perspective, the Fund holdings on average had higher beta relative to the Index, and this was a detractor from performance. The Fund holdings on average had a larger market capitalization and lower volatility than the Index, and both were contributors to performance.

The Fund continued to benefit from our return to value positioning in the aftermath of the pandemic as value continued to outperform growth. Now that we are in a rising interest rate environment, we believe that rates will have an impact on the economy. In the last month or so, the Fund began incrementally adding companies with better balance sheets, more stable business models and higher returns on invested capital. Given the many uncertainties in the market, we think it makes sense to continue to move to the more stable, less cyclical side of the benchmark. We realize that a lot of bad news is already priced in. However, we don't necessarily see a "rebound" opportunity in the deeper cyclical names in our benchmarks. Moreover, the Russell indices had their annual rebalance. The Russell Value benchmarks have become less cyclical and more "growth-like." There is a significant style difference post rebalance. The Fund has become less cyclical. However, we are underexposed to growth relative to the rebalanced benchmark. Potentially, these recently added, "growthy" benchmark names could snap back, which would be negative for our relative performance.

6

Victory Integrity Discovery Fund

Managers' Commentary (continued)

We believe most of the increased growth exposure in the benchmark came from the inclusion of biotechnology stocks as well as unprofitable technology companies. We will explore our growth underweight on a company-by-company basis, looking for opportunities to buy stocks that meet our Right Company, Right Price, Right Time framework. Unprofitable, cash-burning technology and biotechnology companies are unlikely to meet those criteria.

7

Victory Integrity Discovery Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class R			Class Y			Member Class
INCEPTION DATE	12/26/96						3/31/97						7/29/04			12/26/96			11/2/20
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Russell Microcap® Value Index1
One Year		–15.27	%		–20.14	%		–15.98	%		–16.76	%		–15.68	%		–15.11	%		–15.17	%		–20.19	%
Five Year		4.51	%		3.28	%		3.65	%		3.65	%		3.99	%		4.75	%		NA			6.03	%
Ten Year		10.02	%		9.37	%		9.15	%		9.15	%		9.55	%		10.29	%		NA			10.12	%
Since Inception		NA			NA			NA			NA			NA			NA			25.98	%		NA

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

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

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

Victory Integrity Discovery Fund — Growth of $10,000

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

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

8

Victory Integrity Mid-Cap Value Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

It was a tale of two different markets during this reporting period. Emergence of new COVID-19 variants in the second half of 2021 were temporary setbacks for the market recovery. Ultimately, Gross Domestic Product growth completed the transition from recovery to expansion and eventually surpassed its pre-pandemic peak. Equities ended the year near all-time highs. As we turned the calendar to 2022, the markets had no shortage of information to process. Russia invaded Ukraine, the U.S. Federal Reserve started to signal (and ultimately implemented) interest rate increases, mortgage rates rapidly rose, and markets started to price in fears of a recession. The first-half performance for the S&P 500^® Index was one of the worst on record. The second quarter performance for the Russell 2000^® Value Index was the worst ever. From a market capitalization perspective, small-cap equities underperformed their mid- and large-cap peers.

The top-performing sectors within the Russell Midcap^® Value Index (the "Index") were Energy, Utilities, and Consumer Staples, while Communication Services, Consumer Discretionary, and Technology were the weakest-performing sectors. Mid-cap value stocks outperformed mid-cap growth stocks.

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

The Fund returned -6.56% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -10.00% for the period.

What strategies did you employ during the reporting period?

Stock selection in the Financials, Technology, and Materials sectors were the main contributors that resulted in Fund outperformance. Stock selection in the Consumer Discretionary sector hurt Fund performance. Sector weights were neutral. The Fund holdings on average had higher beta and higher volatility relative to the Index, and both were detractors from performance.

The Fund continued to benefit from our return to value positioning in the aftermath of the pandemic as value continued to outperform growth. Now that we are in a rising interest rate environment, we believe that rates will have an impact on the economy. In the last month or so, the Fund began incrementally adding companies with better balance sheets, more stable business models and higher returns on invested capital. Given the many uncertainties in the market, we think it makes sense to continue to move to the more stable, less cyclical side of the benchmark. We realize that a lot of bad news is already priced in. However, we don't necessarily see a "rebound" opportunity in the deeper cyclical names in our benchmarks. Moreover, the Russell indices had their annual rebalance. The Russell Value benchmarks have become less cyclical and more "growth-like." There is a significant style difference post rebalance. The Fund has become less cyclical. However, we are underexposed to growth relative to the rebalanced benchmark. Potentially, these recently added, "growthy" benchmark names could snap back, which would be negative for our relative performance. We believe most of the increased growth exposure in the benchmark came from the inclusion of biotechnology stocks as well as unprofitable technology companies. We will explore our growth underweight on a company-by-company basis, looking for opportunities to buy stocks that meet our Right Company, Right Price, Right Time framework. Unprofitable, cash-burning technology and biotechnology companies are unlikely to meet those criteria.

9

Victory Integrity Mid-Cap Value Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class R6			Class Y			Member Class
INCEPTION DATE	7/1/11						11/4/19						12/14/15			7/1/11			11/2/20
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Russell Midcap® Value Index1
One Year		–6.56	%		–11.94	%		–7.26	%		–8.15	%		–6.21	%		–6.35	%		–6.46	%		–10.00	%
Five Year		7.36	%		6.10	%		NA			NA			7.76	%		7.61	%		NA			6.27	%
Ten Year		10.68	%		10.02	%		NA			NA			NA			10.97	%		NA			10.62	%
Since Inception		NA			NA			7.21	%		7.21	%		9.88	%		NA			19.42	%		NA

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

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

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

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

¹The Russell Midcap^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap^® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

10

Victory Integrity Small-Cap Value Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

It was a tale of two different markets during this reporting period. Emergence of new COVID-19 variants in the second half of 2021 were temporary setbacks for the market recovery. Ultimately, Gross Domestic Product growth completed the transition from recovery to expansion and eventually surpassed its pre-pandemic peak. Equities ended the year near all-time highs. As we turned the calendar to 2022, the markets had no shortage of information to process. Russia invaded Ukraine, the U.S. Federal Reserve started to signal (and ultimately implemented) interest rate increases, mortgage rates rapidly rose, and markets started to price in fears of a recession. The first-half performance for the S&P 500^® Index was one of the worst on record. The second quarter performance for the Russell 2000^® Value Index (the "Index") was the worst ever. From a market capitalization perspective, small-cap equities underperformed their mid- and large-cap peers.

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

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

The Fund returned -12.13% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -16.28% for the period.

What strategies did you employ during the reporting period?

Stock selection in the Health Care, Industrials, Communication Services, and Energy sectors were the largest positive contributors to Fund performance, while stock selection in the Consumer Discretionary and Materials sectors were the largest detractors. Sector weights were a positive on the Fund's performance relative to the Index largely due to underweights in the Health Care and Communication Services sectors and our overweight to the Energy sector. From a style perspective, the Fund holdings on average had higher liquidity and higher beta relative to the Index and both were detractors from performance. The Fund holdings on average had lower volatility than the Index, and this was a contributor to performance.

The Fund continued to benefit from our return to value positioning in the aftermath of the pandemic as value continued to outperform growth. Now that we are in a rising interest rate environment, we believe that rates will have an impact on the economy. In the last month or so, the Fund began incrementally adding companies with better balance sheets, more stable business models and higher returns on invested capital. Given the many uncertainties in the market, we think it makes sense to continue to move to the more stable, less cyclical side of the benchmark. We realize that a lot of bad news is already priced in. However, we don't necessarily see a "rebound" opportunity in the deeper cyclical names in our benchmarks. Moreover, the Russell indices had their annual rebalance. The Russell Value benchmarks have become less cyclical and more "growth-like." There is a significant style difference post rebalance. The Fund has become less cyclical. However, we are underexposed to growth relative to the rebalanced benchmark. Potentially, these recently added, "growthy" benchmark names could snap back, which would be negative for our relative performance.

11

Victory Integrity Small-Cap Value Fund

Managers' Commentary (continued)

We believe most of the increased growth exposure in the benchmark came from the inclusion of biotechnology stocks as well as unprofitable technology companies. We will explore our growth underweight on a company-by-company basis, looking for opportunities to buy stocks that meet our Right Company, Right Price, Right Time framework. Unprofitable, cash-burning technology and biotechnology companies are unlikely to meet those criteria.

12

Victory Integrity Small-Cap Value Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class R			Class R6			Class Y
INCEPTION DATE	3/30/04						7/7/05						7/7/12			6/1/12			7/7/05
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Russell 2000® Value Index1
One Year		–12.13	%		–17.18	%		–12.77	%		–13.48	%		–12.32	%		–11.63	%		–11.72	%		–16.28	%
Five Year		4.62	%		3.39	%		3.86	%		3.86	%		4.36	%		5.19	%		5.04	%		4.89	%
Ten Year		9.06	%		8.41	%		8.26	%		8.26	%		8.78	%		9.60	%		9.44	%		9.05	%

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

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

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

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

¹The Russell 2000^® Value Index is an unmanaged 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. (The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

13

Victory Integrity Small/Mid-Cap Value Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

It was a tale of two different markets during this reporting period. Emergence of new COVID-19 variants in the second half of 2021 were temporary setbacks for the market recovery. Ultimately, Gross Domestic Product growth completed the transition from recovery to expansion and eventually surpassed its pre-pandemic peak. Equities ended the year near all-time highs. As we turned the calendar to 2022, the markets had no shortage of information to process. Russia invaded Ukraine, the U.S. Federal Reserve started to signal (and ultimately implemented) interest rate increases, mortgage rates rapidly rose, and markets started to price in fears of a recession. The first-half performance for the S&P 500^® Index was one of the worst on record. The second quarter performance for the Russell 2000^® Value Index was the worst ever. From a market capitalization perspective, small-cap equities underperformed their mid- and large-cap peers.

The top-performing sectors within the Russell 2500^TM Value Index (the "Index") were Energy, Utilities, and Consumer Staples, while Communication Services, Consumer Discretionary, and Health Care were the weakest-performing sectors relative to the Index. Small/mid-cap value stocks outperformed small/mid-cap growth stocks.

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

The Fund returned -8.64% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -13.19% for the period.

What strategies did you employ during the reporting period?

Stock selection in the Industrials, Financials, Materials, Communication Services, and Health Care sectors led to Fund outperformance, while security selection in the Consumer Discretionary and Real Estate detracted. Sector weights were a positive due to our overweight in the Energy sector and our underweight in the Health Care sector. The Fund holdings on average had higher beta relative to the Index, and this was a detractor from performance.

The Fund continued to benefit from our return to value positioning in the aftermath of the pandemic as value continued to outperform growth. Now that we are in a rising interest rate environment, we believe that rates will have an impact on the economy. In the last month or so, the Fund began incrementally adding companies with better balance sheets, more stable business models and higher returns on invested capital. Given the many uncertainties in the market, we think it makes sense to continue to move to the more stable, less cyclical side of the benchmark. We realize that a lot of bad news is already priced in. However, we don't necessarily see a "rebound" opportunity in the deeper cyclical names in our benchmarks. Moreover, the Russell indices had their annual rebalance. The Russell Value benchmarks have become less cyclical and more "growth-like." There is a significant style difference post rebalance. The Fund has become less cyclical. However, we are underexposed to growth relative to the rebalanced benchmark. Potentially, these recently added, "growthy" benchmark names could snap back, which would be negative for our relative performance. We believe most of the increased growth exposure in the benchmark came from the inclusion of biotechnology stocks as well as unprofitable technology companies. We will explore our growth underweight on a company-by-company basis, looking for opportunities to buy stocks that meet our Right Company, Right Price, Right Time framework. Unprofitable, cash-burning technology and biotechnology companies are unlikely to meet those criteria.

14

Victory Integrity Small/Mid-Cap Value Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class R6			Class Y			Member Class
INCEPTION DATE	7/1/11						3/3/15			7/1/11			11/2/20
	Net Asset Value			Maximum Offering Price			Net Asset Value			Net Asset Value			Net Asset Value			Russell 2500TM Value Index1
One Year		–8.64	%		–13.89	%		–8.38	%		–8.45	%		–8.55	%		–13.19	%
Five Year		7.18	%		5.91	%		7.50	%		7.45	%		NA			5.54	%
Ten Year		9.62	%		8.97	%		NA			9.88	%		NA			9.54	%
Since Inception		NA			NA			6.82	%		NA			24.47	%		NA

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

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

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

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

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

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

15

Victory Munder Multi-Cap Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The Russell 3000^® Index (the "Index") declined by approximately 14% over the 12 months ended June 30, 2022. The decline was broad-based across most sectors except Utilities, which increased by 13%, and Energy, which increased 37.8% on strength of rising oil prices from pandemic lows. Value stocks outperformed growth by approximately 12% as investors focused on an economic recovery as well as rising interest rates, which generally negatively impact growth stock valuation metrics. The spread between value and growth was even wider in the small-cap spectrum at approximately 17%. The returns of the small-cap segment of the market lagged the Index by an additional 11%.

More recently, we have seen inflation and interest rate expectations rise significantly in the past year, the result of U.S Federal Reserve commentary and recent inflation data released by the U.S. government. As a result of rising inflation and interest rate expectations, traditional growth sectors (e.g., Consumer Discretionary, Communication Services and Technology) all lagged Index returns.

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

The Fund returned -8.71% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -13.87% for the period.

What strategies did you employ during the reporting period?

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

Using this framework, the Fund generated the strongest relative returns within the Health Care, Technology, and Communication Services sectors.

On an individual security basis, two of the Fund's top-performing stocks for the year were drug/medical supply distributor McKesson Corp. and homebuilding supply retailer/wholesaler Builders FirstSource, Inc. McKesson Corp. benefitted from strong demand for COVID-19-related supplies, including vaccine distribution and storage, as well as demand for its core drug distribution unit. Builders FirstSource, Inc. benefitted from integrating several acquisitions for the past few years along with strong demand for homebuilding supplies and ability to pass on high inflation through price increases.

Two of the Fund's weakest-performing stocks for the year were Trex Co., Inc. ("Trex"), a wood composite decking company and Signature Bank, a regional bank operator. Trex came under pressure this year on concerns over homebuilding deceleration combined with additional manufacturing capacity being added in 2022. We believe concerns are overblown as we believe a majority of sales are via home remodeling projects, not new home construction sales. We continued to hold Trex at June 30, 2022. Signature Bank lagged the portfolio later in the fiscal year on concerns over its crypto deposit and lending segment. We believe the decline is an overreaction to news of general decline in cryptocurrency prices, and we continued to own the security at June 30, 2022.

16

Victory Munder Multi-Cap Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class Y
INCEPTION DATE	8/19/96						11/3/98						6/1/98
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Russell 3000® Index1			S&P 500® Index2
One Year		–8.71	%		–13.97	%		–9.53	%		–10.31	%		–8.42	%		–13.87	%		–10.62	%
Five Year		8.64	%		7.36	%		7.78	%		7.78	%		9.03	%		10.60	%		11.31	%
Ten Year		10.71	%		10.05	%		9.83	%		9.83	%		11.09	%		12.57	%		12.96	%

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

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

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

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

¹The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The S&P 500^® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of 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.

17

Victory S&P 500 Index Fund

Managers' Commentary

(Unaudited)

Investment Considerations

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

Commentary

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

The Fund returned -11.11% (Class A at net asset value) for the fiscal year ended June 30, 2022, underperforming the Index, which returned -10.62%. The difference in performance of the Fund and the Index was primarily due to the Fund's fees and expenses. The Index is not an investable product; therefore, fees and expenses do not apply.

During the reporting period, the Fund saw positive contributions from the Energy, Health Care and Utilities sectors. The Consumer Discretionary, Communication Services, and Financials sectors were negative contributors to overall performance.

18

Victory S&P 500 Index Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class R			Class Y
INCEPTION DATE	12/9/92						7/29/04			12/1/91
	Net Asset Value			Maximum Offering Price			Net Asset Value			Net Asset Value			S&P 500® Index1
One Year		–11.11	%		–13.10	%		–11.46	%		–11.06	%		–10.62	%
Five Year		10.70	%		10.19	%		10.26	%		10.83	%		11.31	%
Ten Year		12.29	%		12.04	%		11.85	%		12.45	%		12.96	%

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

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

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

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

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

The graph reflects investment of 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.

19

Victory Munder Mid-Cap Core Growth Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The Russell Midcap^® Index (the "Index") declined over 17% over the 12 months ended June 30, 2022. The decline was broad-based across most sectors except Utilities, which increased by 10% and Energy, which increased 39% on the strength of rising oil prices from pandemic lows. Value stocks outperformed growth stocks as investors focused on an economic recovery as well as rising interest rates, which generally negatively impact growth stock valuation metrics. The returns of the small-cap segment of the market lagged the Index during this environment where investors seek to reduce their exposure to risk.

More recently, we have seen inflation and interest rate expectations rise significantly in the past year, the result of U.S Federal Reserve commentary and recent inflation data released by the U.S. government. As a result of rising inflation and interest rate expectations, traditional growth sectors (e.g., Consumer Discretionary, Communication Services, and Technology) all lagged Index returns.

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

The Fund returned -16.84% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -17.30% for the period.

What strategies did you employ during the reporting period?

The Fund looks to invest in stocks with market capitalizations within the range of the Index that we believe are of high quality with the potential for above-average earnings growth as well as earnings momentum.

Using this framework, the Fund generated the strongest relative returns within the Communication Services, Information Technology, and Consumer Discretionary sectors. These were the weakest-performing sectors within the Index, and our focus on quality and reasonable valuations helped us within these sectors.

On an individual security basis, two of the Fund's top-performing stock for the year were Cheniere Energy, Inc. ("Cheniere") and Autozone, Inc. Cheniere performed well, as there has been a resurgence in liquefied natural gas (LNG) projects. Autozone, Inc. posted positive earnings surprises in each of the last four quarters, as the auto parts industry typically has performed well in periods of consumer weakness.

Two of the Fund's weakest-performing stocks for the year were Trex Co., Inc. ("Trex"), a wood composite decking company and CRISPR Therapeutics AG ("CRISPR"), a biotech company. Trex came under pressure this year on concerns over homebuilding deceleration combined with additional manufacturing capacity being added in 2022. We believe concerns are overblown as we believe a majority of sales are via home remodeling projects, not new home construction sales. We continued to hold Trex at June 30, 2022. CRISPR underperformed, as did many biotech stocks in this risk-off environment. We have sold this stock.

20

Victory Munder Mid-Cap Core Growth Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class R			Class R6			Class Y
INCEPTION DATE	6/30/00						7/14/00						7/29/04			6/1/12			6/24/98
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Russell Midcap® Index1			Russell Midcap® Growth Index2
One Year		–16.84	%		–21.62	%		–17.53	%		–17.73	%		–17.10	%		–16.53	%		–16.64	%		–17.30	%		–29.57	%
Five Year		6.79	%		5.53	%		6.00	%		6.00	%		6.49	%		7.24	%		7.09	%		7.96	%		8.88	%
Ten Year		9.42	%		8.77	%		8.63	%		8.63	%		9.12	%		9.89	%		9.71	%		11.29	%		11.50	%

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

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

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

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

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

²The Russell Midcap^® Growth Index is an unmanaged 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. Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

21

Victory Munder Small Cap Growth Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

All major equity indexes were down double digits for the 12 months ended June 30, 2022. After a strong post-COVID-19 rally in the proceeding twelve months, investors have a new set of worries. Supply chains have yet to be restored to normal while the world faces multiple simultaneous crises. The Russian invasion of Ukraine complicates the global situation, and we see increasing concerns about food and energy security. Europe faces the prospects of gas rationing this winter, which could force their economy into a deeper recession. The combination of stubbornly high inflation, war in Ukraine, and growth concerns puts the U.S. Federal Reserve (the "Fed") in a tricky situation. Financial conditions tightened considerably in recent months with thirty-year fixed mortgage rates soaring to over 6%, which we expect will slow housing activity. Consumer confidence has declined, and recession fears have grown. These effects impact the economy with a lag, so they mitigate the need for the Fed to tighten much further. The biggest risk we see is that the Fed overtightens and slows the economy too much.

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

The Fund returned -33.53% (Class A at net asset value) for the fiscal year ended June 30, 2022, narrowly underperforming the Russell 2000^® Growth Index, which returned -33.43% for the period.

What strategies did you employ during the reporting period?

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

Using this framework, the Fund generated the strongest contributions within the Financials, Energy, and Consumer Staples sectors, while Health Care lagged. In the Financials sector, the Fund's overweight in bank stocks contributed, with Coastal Financial Corp. being our top performer. In the Energy sector, Magnolia Oil & Gas Corp. was our top performer. In the Consumer Staples sector, all of our holdings were strong, led by Sovos Brands, Inc. and Albertsons Cos., Inc. The Technology sector had some notable contributors, such as ON Semiconductor Corp., Cloudflare, Inc., Datto Holding Corp., and Napco Security Technologies, Inc., but also a notable detractor in Avaya Holdings Corp. Within the Health Care sector, the Fund's biotech holdings were weak, lead down by LianBio ADR, Natera, Inc., and NanoString Technologies, Inc.

22

Victory Munder Small Cap Growth Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class I			Class Y
INCEPTION DATE	4/30/15						4/30/15			4/30/15
	Net Asset Value			Maximum Offering Price			Net Asset Value			Net Asset Value			Russell 2000® Growth Index1
One Year		–33.53	%		–37.34	%		–33.41	%		–33.46	%		–33.43	%
Five Year		10.14	%		8.84	%		10.39	%		10.21	%		4.80	%
Since Inception		8.59	%		7.70	%		8.86	%		8.70	%		NA

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

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

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

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

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

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

23

Victory Trivalent International Fund — Core Equity

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

International equities retreated on concerns of surging inflation, Russia's full-scale invasion of Ukraine, and ongoing supply chain disruptions from the pandemic. For the fiscal year ended June 30, 2022, the MSCI ACWI ex USA Index (the "Index") fell 19.42%. There was wide dispersion among country returns in the Index, with emerging markets trailing their developed markets peers. Russia was cut from MSCI indices following the invasion of Ukraine and was the worst-performing country prior to its removal. China dropped 31.8% as investors remain concerned over regulatory crackdowns and real estate debt levels. Within developed markets, Germany was down 31.2% on growing recession fears in the event Russia cuts off energy supplies to Europe. Japan, the largest-weighted country in the Index, fell 19.9% as the yen, traditionally considered a safe-haven currency, depreciated 18.3% relative to the U.S. dollar on expectations of monetary policy divergence between the Bank of Japan and the U.S. Federal Reserve. On the upside, Saudi Arabia gained 10.3% and was supported by strength in the Energy sector.

All but one of the 11 sectors were down during the period as long-duration growth stocks were hit the hardest on demand concerns and the impact of higher rates on valuations. The Information Technology and Consumer Discretionary sectors sold off 31.5% and 31.3%, respectively. The Communication Services sector fell 26.6% and was driven down by weakness among interactive media and entertainment stocks. On the other end of the spectrum, Energy stocks advanced 8.1% as Brent crude oil prices jumped 52.8% and topped $100 per barrel for the first time since 2014 as the Russia/Ukraine conflict has caused major supply disruptions.

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

The Fund returned -19.33% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -19.42% for the period.

What strategies did you employ during the reporting period?

Overall security selection was positive as excess returns were generated in four of six geographic regions and eight of the eleven economic sectors. From a style perspective, the Fund's overall exposure to value, business momentum and quality factors contributed to relative performance. While quality was a detractor from performance, value worked well, and business momentum was neutral. At the sector level, notable outperformance was generated in the Information Technology, Consumer Discretionary, and Industrials sectors. LG Innotek Co. Ltd., a Korean supplier to Apple, rose on upbeat guidance for smartphone camera modules and optimism for the use of its optical products in virtual/augmented reality applications. Within Consumer Discretionary, Chinese auto and battery manufacturer BYD Co. Ltd. gained as the outlook for its battery production and electric vehicle sales rose ahead of expectations. In Industrials, Japanese ocean shipping company Nippon Yusen Kabushiki Kaisha rose on an improved profit outlook with higher container and bulk shipping rates.

On the downside, security selection was weakest in the Financials sector, with the largest impact coming from banks. Raiffeisen Bank International AG in Austria dropped on concerns sanctions imposed on Russia will have a material impact on earnings with Russia and

24

Victory Trivalent International Fund — Core Equity

Managers' Commentary (continued)

Ukraine accounting for nearly 25% of company revenues. Sberbank of Russia PJSC plunged as major indexes and foreign investors demoted Russian securities to uninvestable status following the invasion of Ukraine. Relative performance also lagged in the Consumer Staples sector. Brazilian food retailer Sendas Distribuidora SA fell after announcing the acquisition of 71 stores. The debt-financed deal worried some investors as interest costs are expected to rise in 2022.

25

Victory Trivalent International Fund — Core Equity

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R6			Class Y
INCEPTION DATE	8/16/07						8/16/07						8/16/07			3/3/15			8/16/07
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			MSCI ACWI ex USA Index1
One Year		–19.33	%		–23.98	%		–19.77	%		–20.55	%		–19.03	%		–18.93	%		–19.04	%		–19.42	%
Five Year		1.18	%		–0.01	%		0.45	%		0.45	%		1.56	%		1.60	%		1.46	%		2.50	%
Ten Year		5.14	%		4.52	%		4.36	%		4.36	%		5.60	%		NA			5.40	%		4.83	%
Since Inception		NA			NA			NA			NA			NA			2.29	%		NA			NA

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

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

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

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

¹The MSCI ACWI ex USA Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 46 country indices, comprising 22 developed and 24 emerging market county indices. The index is unmanaged and its results include reinvested dividends and/or distributions, but do not reflect the effect of sales charges, commissions, expenses or taxes. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

26

Victory Trivalent International Small-Cap Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

International small-cap equities retreated on concerns of surging inflation, Russia's full-scale invasion of Ukraine, and ongoing supply chain disruptions from the pandemic. For the fiscal year ended June 30, 2022, the S&P^® Developed Ex-U.S. SmallCap Index (the "Index") fell 25.26%. Almost all countries in the Index ended in negative territory as a strong U.S. dollar further weakened local returns across global markets. Within Europe, non-NATO countries Sweden and Finland fell 40.9% and 38.8%, respectively. While both countries are applying for NATO membership, Russia's war against Ukraine is weighing on sentiment and has pushed inflation to its highest rate in more than three decades. Japan, the largest weighted country in the Index, fell 21.9% as the Japanese yen, traditionally considered a safe-haven currency, depreciated 18.3% relative to the U.S. dollar on expectations of monetary policy divergence between the Bank of Japan and the U.S. Federal Reserve. On the upside, Portugal advanced 9% as the government pledged to reduce debt levels amid rising borrowing costs.

All 11 sectors were down during the period as long-duration growth stocks were hit the hardest on demand concerns and the impact of higher rates on valuations. The Health Care, Consumer Discretionary, and Information Technology sectors sold off 38.6%, 34.2%, and 33.3%, respectively. The Materials sector fell 22.8% and was driven down by declining metals prices. The more defensive Utilities sector, down 1.7%, outperformed the broader Index, and was supported by relative strength in renewables stocks.

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

The Fund returned -25.22% (Class A at net asset value) for the fiscal year ended June 30, 2022, outperforming the Index, which returned -25.26% for the period.

What strategies did you employ during the reporting period?

Overall security selection was modestly positive and accounted for the Fund's relative outperformance. Excess returns were generated in four of five geographic regions and five of the 11 economic sectors. From a style perspective, the Fund's overall exposure to value, business momentum and quality factors contributed to relative performance. While quality was a detractor from performance, value and business momentum factors worked well. At the sector level, notable relative outperformance was generated in Information Technology, Health Care, and Industrials. A position in ASM International NV boosted performance within the Information Technology sector. The Dutch semiconductor company rose on increased revenue guidance and bullish industry commentary from market leaders TSMC and Intel Corp. Within the Health Care sector, Swiss pharmacy operator Galenica AG rose on strong sales growth in its online channel and solid demand for specialty pharmaceutical products. Industrial holding Rheinmetall was the top contributor over the one-year period. The German defense contractor gained as the Russia-Ukraine war has led to proposals for significant increases in defense spending.

On the downside, security selection was weakest in the Materials sector, with the largest impact coming from Soulbrain Co. Ltd. The Korean chemical company dropped as earnings results fell short of expectations due to higher raw material costs. Performance was also

27

Victory Trivalent International Small-Cap Fund

Managers' Commentary (continued)

weak in the Consumer Discretionary sector, as acquisitions weighed on sentiment for two holdings. French auto parts manufacturer Faurecia SE declined after acquiring German peer Hella. While the acquisition is expected to be highly earnings-accretive, the current industry environment remains challenging due to supply chain constraints made worse by the conflict in Ukraine. United Kingdom online gaming company 888 Holdings PLC declined on pressure from an expected equity raise in early 2022 to fund the acquisition of William Hill's non-U.S. assets.

28

Victory Trivalent International Small-Cap Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R6			Class Y
INCEPTION DATE	8/17/07						8/17/07						8/17/07			6/1/12			8/17/07
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			S&P Developed Ex-U.S. SmallCap Index1
One Year		–25.22	%		–29.52	%		–25.84	%		–26.53	%		–24.96	%		–25.06	%		–25.07	%		–25.26	%
Five Year		2.22	%		1.01	%		1.44	%		1.44	%		2.64	%		2.51	%		2.48	%		1.39	%
Ten Year		7.97	%		7.33	%		7.16	%		7.16	%		8.41	%		8.28	%		8.25	%		6.44	%

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

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

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

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

¹The S&P Developed Ex-U.S. SmallCap Index consists of the stocks representing the lowest 15% of float-adjusted market capitalization in each country, other than the United States, represented in the S&P Developed Broad Market Index (BMI). The S&P Developed BMI includes all listed shares of companies from 25 developed countries with float-adjusted market capitalizations of at least US$100 million and annual trading value of at least US$50 million. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

29

Victory INCORE Total Return Bond Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

Rising and persistent inflation, driven by supply chain disruptions, labor scarcity, inefficient regulatory policy, and war in Ukraine continued to push financial markets further into negative return territory as the U.S. Federal Reserve (the "Fed") belatedly pivoted to fighting inflation in the second quarter. U.S. interest rates increased by 60 — 80 basis points (a basis point is 1/100th of a percentage point) across the yield curve, while corporate bond spreads moved wider by 40 basis points and high yield bonds moved wider by 240 basis points on fears of a Fed-induced recession. The U.S. Dollar Index strengthened by nearly 7% during the second quarter.

For the one-year period, U.S. interest rates increased by 270 basis points in the short end of the yield curve and 100 — 150 basis points in the long end. Corporate bond spreads moved wider by 75 basis points and high yield bonds moved wider by 300 basis points. Investment-grade convertible bonds returned -9.74%, while the U.S. Dollar Index strengthened nearly 14% over the past year.

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

The Fund returned -10.48% (Class A at net asset value) for the fiscal year ended June 30, 2022, underperforming its benchmark, the Bloomberg US Aggregate Bond Index, which returned -10.29% for the period.

What strategies did you employ during the reporting period?

The strategy's shorter relative duration position, as well as long U.S. dollar versus other developed market currencies contributed positively to relative performance, while an overweight to convertible bonds, high yield bonds, and investment-grade corporate bonds detracted from relative performance.

In addition, the Fund's small allocation to derivatives during the period did not have a material impact on performance.

30

Victory INCORE Total Return Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class R6			Class Y
INCEPTION DATE	12/9/92						3/25/96						3/3/15			12/1/91
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Bloomberg US Aggregate Bond Index1
One Year		–10.48	%		–12.52	%		–11.23	%		–12.10	%		–10.30	%		–10.32	%		–10.29	%
Five Year		0.60	%		0.15	%		–0.13	%		–0.13	%		0.89	%		0.87	%		0.88	%
Ten Year		1.52	%		1.29	%		0.76	%		0.76	%		NA			1.77	%		1.54	%
Since Inception		NA			NA			NA			NA			1.10	%		NA			NA

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

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

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

¹The Bloomberg US Aggregate Bond Index covers the U.S. investment-grade-rated bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities that have remaining maturities of more than one year. 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. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

The graph reflects investment of 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.

31

Victory Portfolios
Victory Integrity Discovery Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

AngioDynamics, Inc.	1.3	%
First Mid Bancshares, Inc.	1.1	%
Univest Financial Corp.	1.1	%
Origin Bancorp, Inc.	1.1	%
Digi International, Inc.	1.1	%
Harmonic, Inc.	1.1	%
First Foundation, Inc.	1.1	%
EZCORP, Inc., Class A	1.1	%
Premier Financial Corp.	1.1	%
Kimball Electronics, Inc.	1.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

32

Victory Portfolios
Victory Integrity Mid-Cap Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Realty Income Corp.	1.5	%
Arthur J. Gallagher & Co.	1.4	%
Welltower, Inc.	1.4	%
Motorola Solutions, Inc.	1.4	%
Fifth Third Bancorp	1.3	%
Republic Services, Inc.	1.3	%
M&T Bank Corp.	1.3	%
Essex Property Trust, Inc.	1.2	%
Vistra Corp.	1.2	%
Xcel Energy, Inc.	1.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

33

Victory Portfolios
Victory Integrity Small-Cap Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

SouthState Corp.	1.4	%
Black Hills Corp.	1.3	%
United Community Banks, Inc.	1.2	%
ONE Gas, Inc.	1.2	%
FTI Consulting, Inc.	1.1	%
ABM Industries, Inc.	1.1	%
Belden, Inc.	1.0	%
Ameris Bancorp	1.0	%
Visteon Corp.	1.0	%
Synovus Financial Corp.	1.0	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

34

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

FTI Consulting, Inc.	1.2	%
SouthState Corp.	1.2	%
Perrigo Co. PLC	1.2	%
Gaming and Leisure Properties, Inc.	1.1	%
Apartment Income REIT Corp.	1.1	%
Synovus Financial Corp.	1.1	%
Prosperity Bancshares, Inc.	1.1	%
Curtiss-Wright Corp.	1.1	%
Wintrust Financial Corp.	1.1	%
Organon & Co.	1.0	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

35

Victory Portfolios
Victory Munder Multi-Cap Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Apple, Inc.	6.1	%
Microsoft Corp.	5.1	%
Alphabet, Inc., Class A	4.6	%
UnitedHealth Group, Inc.	2.2	%
Chevron Corp.	2.1	%
iShares Russell 3000 ETF	2.0	%
NVIDIA Corp.	2.0	%
Broadcom, Inc.	1.9	%
McKesson Corp.	1.8	%
Chubb Ltd.	1.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

36

Victory Portfolios
Victory S&P 500 Index Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Apple, Inc.	6.5	%
Microsoft Corp.	6.0	%
Amazon.com, Inc.	2.9	%
Alphabet, Inc., Class A	2.0	%
Alphabet, Inc., Class C	1.9	%
Tesla, Inc.	1.8	%
Berkshire Hathaway, Inc., Class B	1.5	%
UnitedHealth Group, Inc.	1.5	%
Johnson & Johnson	1.5	%
NVIDIA Corp.	1.2	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

37

Victory Portfolios
Victory Munder Mid-Cap Core Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Cheniere Energy, Inc.	2.3	%
SPDR S&P MidCap 400 ETF	2.2	%
W.R. Berkley Corp.	2.1	%
Brown & Brown, Inc.	2.1	%
Atmos Energy Corp.	2.1	%
Synopsys, Inc.	2.1	%
AutoZone, Inc.	2.0	%
Sempra Energy	1.9	%
Avery Dennison Corp.	1.9	%
CDW Corp.	1.8	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

38

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

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Magnolia Oil & Gas Corp., Class A	2.3	%
Napco Security Technologies, Inc.	2.1	%
Talos Energy, Inc.	2.0	%
Coastal Financial Corp.	1.9	%
WNS Holdings Ltd.	1.9	%
Elastic NV	1.8	%
Performance Food Group Co.	1.8	%
Chart Industries, Inc.	1.7	%
Sovos Brands, Inc.	1.7	%
Silvercrest Asset Management Group, Inc., Class A	1.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

39

Victory Portfolios
Victory Trivalent International Fund-Core Equity June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term growth of capital.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Taiwan Semiconductor Manufacturing Co. Ltd.	1.6	%
Roche Holding AG	1.4	%
Nestle SA, Registered Shares	1.4	%
LVMH Moet Hennessy Louis Vuitton SE	1.4	%
Novo Nordisk A/S, Class B	1.4	%
Tencent Holdings Ltd.	1.3	%
iShares Core MSCI EAFE ETF	1.2	%
Novartis AG, Registered Shares	1.1	%
Sony Group Corp.	1.1	%
AstraZeneca PLC	1.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

40

Victory Portfolios
Victory Trivalent International Small-Cap Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term growth of capital.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Rheinmetall AG	1.2	%
ARC Resources Ltd.	1.1	%
Allkem, Ltd.	0.9	%
Internet Initiative Japan, Inc.	0.9	%
Eiffage SA	0.9	%
Shinko Electric Industries Co. Ltd.	0.8	%
BRP, Inc.	0.8	%
Bank of Ireland Group PLC	0.8	%
Bankinter SA	0.8	%
PSP Swiss Property AG, Registered Shares	0.8	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

41

Victory Portfolios
Victory INCORE Total Return Bond Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide a high level of current income. Its secondary objective is capital appreciation.

Asset Allocation^*:

June 30, 2022

(% of Net Assets)

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

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

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

42

Victory Portfolios
Victory Integrity Discovery Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.4%)
Banks (21.4%):
Business First Bancshares, Inc.		24,800	$	528
Central Pacific Financial Corp.		16,900		363
Civista Bancshares, Inc.		21,700		461
ConnectOne Bancorp, Inc.		27,300		667
Dime Community Bancshares, Inc.		18,400		546
Financial Institutions, Inc.		19,500		507
First Foundation, Inc.		33,600		688
First Internet Bancorp		16,200		596
First Mid Bancshares, Inc.		19,900		710
German American Bancorp, Inc.		18,000		615
HarborOne Bancorp, Inc.		43,000		593
Heritage Commerce Corp.		62,300		666
Heritage Financial Corp.		7,900		199
Hometrust Bancshares, Inc.		19,300		483
Independent Bank Corp.		28,850		556
Mercantile Bank Corp.		17,700		566
Origin Bancorp, Inc.		18,035		700
Peoples Bancorp, Inc.		23,700		630
Primis Financial Corp.		41,500		566
QCR Holdings, Inc.		12,500		675
SmartFinancial, Inc.		19,000		459
The First Bancshares, Inc.		21,000		601
Third Coast Bancshares, Inc. (a)		10,200		223
Univest Financial Corp.		27,581		702
Washington Trust Bancorp, Inc.		12,205		590
				13,890
Capital Markets (1.9%):
Cowen, Inc., Class A		28,500		675
Diamond Hill Investment Group, Inc.		3,300		573
				1,248
Communication Services (2.8%):
Clear Channel Outdoor Holdings, Inc. (a)		338,813		362
Emerald Holding, Inc. (a) (b)		94,000		383
The EW Scripps Co., Class A (a)		32,900		410
The Marcus Corp. (a) (b)		45,620		674
				1,829
Consumer Discretionary (11.2%):
Chico's FAS, Inc. (a)		109,000		542
Chuy's Holdings, Inc. (a)		20,600		410
Designer Brands, Inc., Class A		28,000		366
Express, Inc. (a)		147,000		288
Funko, Inc., Class A (a)		27,200		607
Genesco, Inc. (a) (b)		11,665		582
Inspired Entertainment, Inc. (a)		36,550		315
Lindblad Expeditions Holdings, Inc. (a) (b)		39,890		323
Malibu Boats, Inc., Class A (a)		6,500		343

See notes to financial statements.

43

Victory Portfolios
Victory Integrity Discovery Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Modine Manufacturing Co. (a)		57,000	$	600
Motorcar Parts of America, Inc. (a)		36,400		478
OneWater Marine, Inc. (a)		9,420		311
Potbelly Corp. (a)		59,300		335
Red Robin Gourmet Burgers, Inc. (a) (b)		39,000		313
Ruth's Hospitality Group, Inc.		29,900		486
The Children's Place, Inc. (a)		7,650		298
Universal Electronics, Inc. (a)		12,300		315
Zumiez, Inc. (a)		14,850		386
				7,298
Consumer Finance (1.1%):
EZCORP, Inc., Class A (a)		91,200		685
Energy (4.2%):
Berry Corp.		68,900		525
International Seaways, Inc.		23,556		499
ProPetro Holding Corp. (a)		34,400		344
Solaris Oilfield Infrastructure, Inc., Class A		44,500		484
Talos Energy, Inc. (a)		33,515		519
Tidewater, Inc. (a)		16,200		342
				2,713
Health Care (9.5%):
AngioDynamics, Inc. (a)		43,608		844
Brookdale Senior Living, Inc. (a)		97,400		442
Collegium Pharmaceutical, Inc. (a)		33,000		585
Community Health Systems, Inc. (a)		59,600		223
Cross Country Healthcare, Inc. (a)		20,200		421
Hanger, Inc. (a)		37,400		535
HealthStream, Inc. (a)		27,900		606
Natus Medical, Inc. (a)		17,000		557
Orthofix Medical, Inc. (a) (b)		26,621		627
RadNet, Inc. (a)		33,000		570
Vanda Pharmaceuticals, Inc. (a)		37,300		407
Zimvie, Inc. (a)		22,250		356
				6,173
Industrials (16.5%):
CIRCOR International, Inc. (a) (b)		24,960		409
Columbus McKinnon Corp.		19,500		553
Covenant Logistics Group, Inc., Class A		23,700		595
CRA International, Inc.		5,400		482
Ducommun, Inc. (a)		13,630		587
DXP Enterprises, Inc. (a)		19,750		605
Eagle Bulk Shipping, Inc. (b)		8,525		442
Great Lakes Dredge & Dock Corp. (a)		51,000		669
Hawaiian Holdings, Inc. (a)		22,100		316
Heritage-Crystal Clean, Inc. (a)		21,350		576
Interface, Inc.		44,800		562
Kelly Services, Inc., Class A		33,000		654
Kimball International, Inc., Class B		61,345		470

See notes to financial statements.

44

Victory Portfolios
Victory Integrity Discovery Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Matrix Service Co. (a)		38,000	$	192
NN, Inc. (a) (b)		93,000		235
Park Aerospace Corp.		38,800		495
Park-Ohio Holdings Corp.		18,800		298
SP Plus Corp. (a)		18,750		576
Titan Machinery, Inc. (a)		26,600		596
Triumph Group, Inc. (a)		29,175		388
VSE Corp.		12,950		487
Willdan Group, Inc. (a)		19,859		548
				10,735
Information Technology (12.1%):
American Software, Inc., Class A		25,800		417
Benchmark Electronics, Inc.		19,095		431
Comtech Telecommunications Corp.		30,500		277
CTS Corp.		9,900		337
Digi International, Inc. (a)		28,750		696
EMCORE Corp. (a)		73,000		224
Extreme Networks, Inc. (a)		45,300		404
Harmonic, Inc. (a)		79,565		690
I3 Verticals, Inc., Class A (a)		16,450		412
Ichor Holdings Ltd. (a)		18,400		478
Impinj, Inc. (a)		7,550		443
Kimball Electronics, Inc. (a)		34,000		683
Lantronix, Inc. (a) (b)		79,600		428
PDF Solutions, Inc. (a)		25,550		550
ScanSource, Inc. (a)		14,900		464
Veeco Instruments, Inc. (a)		21,550		418
Vishay Precision Group, Inc. (a)		16,730		487
				7,839
Insurance (1.1%):
HCI Group, Inc. (b)		7,500		508
Heritage Insurance Holdings, Inc.		69,000		182
				690
Materials (5.0%):
AdvanSix, Inc.		16,800		562
Clearwater Paper Corp. (a)		17,200		579
Haynes International, Inc.		15,950		523
Koppers Holdings, Inc.		22,545		510
Schnitzer Steel Industries, Inc.		15,450		507
SunCoke Energy, Inc.		84,000		572
				3,253
Mortgage Real Estate Investment Trusts (1.8%):
Ares Commercial Real Estate Corp.		28,500		349
Dynex Capital, Inc.		41,900		667
Western Asset Mortgage Capital Corp.		144,000		174
				1,190

See notes to financial statements.

45

Victory Portfolios
Victory Integrity Discovery Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (5.4%):
CatchMark Timber Trust, Inc., Class A		30,000	$	302
City Office REIT, Inc.		48,000		622
Global Medical REIT, Inc.		46,800		525
NETSTREIT Corp. (b)		30,100		568
NexPoint Residential Trust, Inc.		5,650		353
Plymouth Industrial REIT, Inc.		27,900		489
Urstadt Biddle Properties, Inc., Class A		38,200		619
				3,478
Thrifts & Mortgage Finance (3.4%):
Bridgewater Bancshares, Inc. (a)		36,500		589
HomeStreet, Inc.		15,500		537
Premier Financial Corp.		27,000		685
Southern Missouri Bancorp, Inc.		9,050		410
				2,221
Total Common Stocks (Cost $60,402)				63,242
Collateral for Securities Loaned (4.0%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		81,399		81
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		40,622		41
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		506,643		507
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		323,910		324
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		216,011		216
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		1,456,363		1,456
Total Collateral for Securities Loaned (Cost $2,625)				2,625
Total Investments (Cost $63,027) — 101.4%				65,867
Liabilities in excess of other assets — (1.4)%				(933	)
NET ASSETS — 100.00%			$	64,934

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

REIT — Real Estate Investment Trust

See notes to financial statements.

46

Victory Portfolios
Victory Integrity Mid-Cap Value Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.6%)
Communication Services (3.0%):
Liberty Media Corp.-Liberty Formula One, Class C (a)		31,980	$	2,030
Lions Gate Entertainment Corp., Class B (a)		160,600		1,418
Nexstar Media Group, Inc., Class A		17,538		2,856
Paramount Global, Class B		76,000		1,876
				8,180
Consumer Discretionary (9.6%):
Advance Auto Parts, Inc.		11,180		1,935
Aptiv PLC (a)		20,300		1,808
Aramark		65,197		1,997
Brunswick Corp.		24,200		1,582
Caesars Entertainment, Inc. (a)		35,282		1,351
Dollar Tree, Inc. (a)		15,000		2,338
Hilton Worldwide Holdings, Inc.		14,300		1,594
Newell Brands, Inc.		93,302		1,776
Norwegian Cruise Line Holdings Ltd. (a) (b)		106,796		1,188
Ralph Lauren Corp.		22,700		2,035
Ross Stores, Inc.		18,648		1,310
Tapestry, Inc.		67,924		2,073
Travel + Leisure Co.		44,000		1,708
Victoria's Secret & Co. (a)		42,967		1,202
Yum! Brands, Inc.		23,700		2,690
				26,587
Consumer Staples (5.4%):
Archer-Daniels-Midland Co.		34,000		2,638
BJ's Wholesale Club Holdings, Inc. (a)		38,459		2,397
Coty, Inc., Class A (a)		278,707		2,232
Molson Coors Beverage Co., Class B		50,500		2,753
Performance Food Group Co. (a)		42,800		1,968
Tyson Foods, Inc., Class A		34,127		2,937
				14,925
Energy (5.0%):
APA Corp.		57,108		1,993
Devon Energy Corp.		50,368		2,776
Diamondback Energy, Inc.		17,342		2,101
Halliburton Co.		82,778		2,596
Hess Corp.		19,229		2,037
Phillips 66		28,928		2,372
				13,875
Financials (16.4%):
American Financial Group, Inc.		21,458		2,979
Arthur J. Gallagher & Co.		24,000		3,913
Artisan Partners Asset Management, Inc., Class A		59,200		2,106
Assurant, Inc.		14,071		2,432
Cincinnati Financial Corp.		20,900		2,487
Fifth Third Bancorp		106,258		3,570

See notes to financial statements.

47

Victory Portfolios
Victory Integrity Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Huntington Bancshares, Inc.		240,825	$	2,897
Invesco Ltd.		70,000		1,129
LPL Financial Holdings, Inc.		13,900		2,565
M&T Bank Corp.		21,953		3,499
Northern Trust Corp.		29,260		2,823
Regions Financial Corp.		130,028		2,438
Reinsurance Group of America, Inc.		23,439		2,749
State Street Corp.		38,250		2,358
The Hartford Financial Services Group Inc.		38,900		2,545
Unum Group		66,200		2,252
Western Alliance Bancorp		35,241		2,488
				45,230
Health Care (8.5%):
Centene Corp. (a)		25,584		2,165
Elanco Animal Health, Inc. (a)		105,268		2,066
Encompass Health Corp.		41,183		2,308
Jazz Pharmaceuticals PLC (a)		16,111		2,514
Laboratory Corp. of America Holdings		8,870		2,079
McKesson Corp.		6,509		2,123
Organon & Co.		66,500		2,244
Perrigo Co. PLC		55,188		2,239
STERIS PLC		10,611		2,187
Tenet Healthcare Corp. (a)		31,032		1,631
Zimmer Biomet Holdings, Inc.		18,300		1,923
				23,479
Industrials (16.5%):
AGCO Corp.		17,500		1,727
Booz Allen Hamilton Holding Corp.		27,900		2,521
BWX Technologies, Inc.		49,312		2,717
Carlisle Cos., Inc.		9,500		2,267
Crane Holdings Co.		25,500		2,233
Cummins, Inc.		9,908		1,917
Curtiss-Wright Corp.		17,348		2,291
Delta Air Lines, Inc. (a)		80,550		2,334
Dover Corp.		20,302		2,463
Hertz Global Holdings, Inc. (a) (b)		108,982		1,726
Howmet Aerospace, Inc.		81,953		2,577
ITT, Inc.		32,000		2,152
Nordson Corp.		6,841		1,385
Old Dominion Freight Line, Inc.		10,317		2,644
Oshkosh Corp.		22,449		1,844
Parker-Hannifin Corp.		12,133		2,985
Regal Rexnord Corp.		16,050		1,822
Republic Services, Inc.		26,988		3,532
WESCO International, Inc. (a)		17,711		1,897
Westinghouse Air Brake Technologies Corp.		28,750		2,360
				45,394

See notes to financial statements.

48

Victory Portfolios
Victory Integrity Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (10.3%):
Ciena Corp. (a)		45,900	$	2,098
DXC Technology Co. (a)		82,861		2,511
Flex Ltd. (a)		140,900		2,039
Global Payments, Inc.		25,285		2,797
Jabil, Inc.		42,586		2,181
Juniper Networks, Inc.		78,167		2,228
MKS Instruments, Inc.		21,190		2,175
Motorola Solutions, Inc.		17,951		3,762
ON Semiconductor Corp. (a)		38,200		1,922
Teledyne Technologies, Inc. (a)		7,068		2,651
Verint Systems, Inc. (a)		34,000		1,440
Western Digital Corp. (a)		55,500		2,488
				28,292
Materials (6.7%):
Ashland Global Holdings, Inc.		19,889		2,050
Avery Dennison Corp.		12,960		2,098
Berry Global Group, Inc. (a)		38,418		2,099
Corteva, Inc.		40,602		2,198
DuPont de Nemours, Inc.		37,359		2,076
Olin Corp.		43,500		2,013
Packaging Corp. of America		15,227		2,094
Reliance Steel & Aluminum Co.		10,457		1,776
Westlake Corp.		21,806		2,138
				18,542
Real Estate (9.2%):
Apartment Income REIT Corp.		70,500		2,933
Duke Realty Corp.		39,000		2,143
Essex Property Trust, Inc.		12,475		3,262
Federal Realty Investment Trust		20,800		1,991
Host Hotels & Resorts, Inc.		159,903		2,507
Realty Income Corp.		62,900		4,294
VICI Properties, Inc.		103,783		3,092
Welltower, Inc.		46,000		3,788
Weyerhaeuser Co.		44,000		1,457
				25,467
Utilities (8.0%):
CenterPoint Energy, Inc.		102,000		3,017
Constellation Energy Corp.		40,275		2,306
DTE Energy Co.		20,591		2,610
Evergy, Inc.		40,605		2,650
PPL Corp.		84,000		2,279
UGI Corp.		71,501		2,761
Vistra Corp.		139,476		3,187
Xcel Energy, Inc.		44,000		3,113
				21,923
Total Common Stocks (Cost $259,762)				271,894

See notes to financial statements.

49

Victory Portfolios
Victory Integrity Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (1.1%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		97,705	$	98
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		48,760		49
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		608,132		608
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		388,795		389
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		259,282		259
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		1,748,098		1,748
Total Collateral for Securities Loaned (Cost $3,151)				3,151
Total Investments (Cost $262,913) — 99.7%				275,045
Other assets in excess of liabilities — 0.3%				815
NET ASSETS — 100.00%			$	275,860

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

50

Victory Portfolios
Victory Integrity Small-Cap Value Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.8%)
Banks (15.3%):
Ameris Bancorp		356,570	$	14,327
Atlantic Union Bankshares Corp.		394,059		13,367
Banc of California, Inc.		646,141		11,385
Bank of Hawaii Corp.		166,900		12,417
Banner Corp.		237,700		13,361
FB Financial Corp.		312,305		12,249
First Bancorp/Southern Pines NC		219,120		7,647
First Merchants Corp.		376,800		13,422
Hancock Whitney Corp.		208,300		9,234
Heritage Financial Corp.		282,690		7,112
Pacific Premier Bancorp, Inc.		460,000		13,450
Prosperity Bancshares, Inc.		194,000		13,244
Sandy Spring Bancorp, Inc. (a)		289,800		11,323
SouthState Corp.		253,540		19,561
Synovus Financial Corp.		394,723		14,230
United Community Banks, Inc.		551,188		16,640
Wintrust Financial Corp.		152,500		12,223
				215,192
Capital Markets (2.3%):
Artisan Partners Asset Management, Inc., Class A		297,015		10,565
Federated Hermes, Inc.		414,370		13,173
Stifel Financial Corp.		153,600		8,604
				32,342
Communication Services (2.3%):
Cinemark Holdings, Inc. (a) (b)		646,778		9,714
Gray Television, Inc.		613,065		10,355
Lions Gate Entertainment Corp., Class B (b)		704,514		6,221
The Marcus Corp. (a) (b)		373,000		5,509
				31,799
Consumer Discretionary (9.5%):
Abercrombie & Fitch Co. (b)		432,400		7,316
Asbury Automotive Group, Inc. (b)		64,982		11,004
Bloomin' Brands, Inc.		649,569		10,796
Brinker International, Inc. (b)		249,124		5,488
Brunswick Corp.		95,133		6,220
Dave & Buster's Entertainment, Inc. (b)		190,080		6,231
Light & Wonder, Inc. (b)		190,400		8,947
Macy's, Inc.		605,459		11,092
Marriott Vacations Worldwide Corp.		76,046		8,837
Signet Jewelers Ltd.		177,300		9,478
Steven Madden Ltd.		342,716		11,039
The Goodyear Tire & Rubber Co. (b)		947,729		10,150
Victoria's Secret & Co. (b)		210,081		5,876
Visteon Corp. (b)		138,173		14,312
Wolverine World Wide, Inc.		328,465		6,622
				133,408

See notes to financial statements.

51

Victory Portfolios
Victory Integrity Small-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (3.4%):
Coty, Inc., Class A (b)		1,480,920	$	11,862
MGP Ingredients, Inc.		75,900		7,597
Performance Food Group Co. (b)		265,589		12,212
The Andersons, Inc.		180,500		5,954
The Simply Good Foods Co. (b)		272,778		10,303
				47,928
Energy (4.8%):
Cactus, Inc., Class A		311,913		12,561
Civitas Resources, Inc.		204,300		10,683
CONSOL Energy, Inc. (b)		234,626		11,586
CVR Energy, Inc.		341,200		11,430
Green Plains, Inc. (a) (b)		393,051		10,679
Whiting Petroleum Corp.		154,350		10,500
				67,439
Health Care (6.6%):
Brookdale Senior Living, Inc. (b)		1,460,040		6,629
Encompass Health Corp.		151,700		8,503
Haemonetics Corp. (b)		189,450		12,349
NuVasive, Inc. (b)		206,000		10,127
Patterson Cos., Inc.		353,000		10,696
Perrigo Co. PLC		258,400		10,483
Select Medical Holdings Corp.		528,295		12,478
Supernus Pharmaceuticals, Inc. (b)		385,135		11,138
Tenet Healthcare Corp. (b)		203,353		10,688
				93,091
Industrials (18.6%):
AAR Corp. (b)		223,200		9,339
ABM Industries, Inc.		358,800		15,579
Arcosa, Inc.		202,704		9,412
Atkore, Inc. (b)		104,100		8,641
BWX Technologies, Inc.		236,806		13,046
CACI International, Inc., Class A (b)		39,085		11,013
Clean Harbors, Inc. (b)		133,097		11,669
Crane Holdings Co.		135,281		11,845
Curtiss-Wright Corp.		97,536		12,881
EMCOR Group, Inc.		122,993		12,663
EnPro Industries, Inc.		82,538		6,762
ESCO Technologies, Inc.		109,200		7,466
Federal Signal Corp.		246,400		8,772
Fluor Corp. (b)		285,000		6,937
FTI Consulting, Inc. (b)		87,300		15,788
Hawaiian Holdings, Inc. (b)		520,431		7,447
Helios Technologies, Inc.		110,200		7,301
Hub Group, Inc., Class A (b)		156,901		11,131
Kirby Corp. (b)		148,887		9,058
Maxar Technologies, Inc.		423,000		11,036
Saia, Inc. (b)		42,778		8,042

See notes to financial statements.

52

Victory Portfolios
Victory Integrity Small-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Greenbrier Cos., Inc.		216,453	$	7,790
Univar Solutions, Inc. (b)		371,288		9,234
Wabash National Corp.		631,300		8,573
Werner Enterprises, Inc.		236,565		9,117
WESCO International, Inc. (b)		90,005		9,640
				260,182
Information Technology (6.4%):
Belden, Inc.		270,500		14,409
Conduent, Inc. (b)		1,390,000		6,005
FormFactor, Inc. (b)		228,241		8,840
Harmonic, Inc. (b)		993,000		8,609
Infinera Corp. (a) (b)		1,179,889		6,324
Plexus Corp. (b)		135,500		10,637
Progress Software Corp.		179,350		8,124
Sanmina Corp. (b)		261,700		10,659
Veeco Instruments, Inc. (b)		360,400		6,992
Verint Systems, Inc. (b)		215,436		9,124
				89,723
Insurance (4.8%):
Assured Guaranty Ltd.		170,719		9,524
Brighthouse Financial, Inc. (b)		168,129		6,897
Horace Mann Educators Corp.		218,808		8,398
Kinsale Capital Group, Inc.		43,791		10,056
Primerica, Inc.		59,282		7,095
ProAssurance Corp.		359,637		8,498
RLI Corp.		80,800		9,421
The Hanover Insurance Group, Inc.		54,400		7,956
				67,845
Materials (3.9%):
AdvanSix, Inc.		253,300		8,470
Allegheny Technologies, Inc. (b)		315,000		7,154
Avient Corp.		257,100		10,304
Commercial Metals Co.		279,000		9,235
Methanex Corp. (a)		202,998		7,761
O-I Glass, Inc. (b)		882,500		12,355
				55,279
Mortgage Real Estate Investment Trusts (2.2%):
Blackstone Mortgage Trust, Inc., Class A		490,000		13,558
Ladder Capital Corp.		788,000		8,306
Starwood Property Trust, Inc.		402,700		8,412
				30,276
Real Estate (10.3%):
Alexander & Baldwin, Inc.		376,306		6,755
CareTrust REIT, Inc.		530,530		9,783
DiamondRock Hospitality Co. (b)		1,372,000		11,264
Easterly Government Properties, Inc.		566,416		10,784
Essential Properties Realty Trust, Inc.		449,729		9,665

See notes to financial statements.

53

Victory Portfolios
Victory Integrity Small-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hudson Pacific Properties, Inc.		449,745	$	6,674
LXP Industrial Trust		1,200,000		12,888
Physicians Realty Trust		538,000		9,388
Sabra Health Care REIT, Inc.		921,395		12,872
SITE Centers Corp.		965,781		13,009
STAG Industrial, Inc.		454,408		14,032
Summit Hotel Properties, Inc. (b)		1,064,357		7,738
Sunstone Hotel Investors, Inc. (b)		1,066,400		10,579
Veris Residential, Inc. (b)		626,706		8,298
				143,729
Thrifts & Mortgage Finance (1.4%):
MGIC Investment Corp.		805,399		10,148
Northwest Bancshares, Inc.		691,000		8,845
				18,993
Utilities (5.0%):
ALLETE, Inc.		200,800		11,803
Black Hills Corp.		248,545		18,087
NorthWestern Corp.		194,237		11,446
ONE Gas, Inc.		203,306		16,506
Portland General Electric Co.		265,333		12,824
				70,666
Total Common Stocks (Cost $1,275,980)				1,357,892
Exchange-Traded Funds (1.0%)
iShares Russell 2000 Value ETF		100,000		13,615
Total Exchange-Traded Funds (Cost $15,698)				13,615
Collateral for Securities Loaned (1.7%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		745,838		746
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		372,210		372
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		4,642,210		4,642
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		2,967,888		2,968
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		1,979,247		1,980
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		13,344,205		13,344
Total Collateral for Securities Loaned (Cost $24,052)				24,052
Total Investments (Cost $1,315,730) — 99.5%				1,395,559
Other assets in excess of liabilities — 0.5%				6,948
NET ASSETS — 100.00%			$	1,402,507

See notes to financial statements.

54

Victory Portfolios
Victory Integrity Small-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

55

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.0%)
Communication Services (2.7%):
Cinemark Holdings, Inc. (a)		82,300	$	1,236
Liberty Media Corp.-Liberty Formula One, Class C (a)		24,794		1,574
Lions Gate Entertainment Corp., Class B (a)		92,700		819
Nexstar Media Group, Inc., Class A		12,900		2,101
				5,730
Consumer Discretionary (10.6%):
Aramark		55,500		1,700
Asbury Automotive Group, Inc. (a)		9,995		1,693
Bloomin' Brands, Inc.		100,000		1,662
Brunswick Corp.		19,150		1,252
Caesars Entertainment, Inc. (a)		21,793		835
Lear Corp.		10,647		1,340
Macy's, Inc.		56,025		1,026
Newell Brands, Inc.		82,839		1,577
Norwegian Cruise Line Holdings Ltd. (a) (b)		89,000		990
Ralph Lauren Corp.		18,800		1,685
Signet Jewelers Ltd.		27,100		1,449
Steven Madden Ltd.		48,300		1,556
Tapestry, Inc.		54,655		1,668
Travel + Leisure Co.		33,000		1,281
Victoria's Secret & Co. (a)		32,493		909
Visteon Corp. (a)		16,267		1,685
				22,308
Consumer Staples (4.2%):
BJ's Wholesale Club Holdings, Inc. (a)		23,653		1,474
Coty, Inc., Class A (a)		220,353		1,765
MGP Ingredients, Inc.		21,600		2,162
Molson Coors Beverage Co., Class B		33,076		1,803
Performance Food Group Co. (a)		34,500		1,586
				8,790
Energy (4.2%):
APA Corp.		34,457		1,203
Cactus, Inc., Class A		33,432		1,346
CONSOL Energy, Inc. (a)		26,451		1,306
CVR Energy, Inc.		38,461		1,288
Green Plains, Inc. (a) (b)		44,307		1,204
PDC Energy, Inc.		21,122		1,301
Whiting Petroleum Corp.		17,396		1,184
				8,832
Financials (21.0%):
American Financial Group, Inc.		14,748		2,047
Artisan Partners Asset Management, Inc., Class A		46,200		1,643
Assurant, Inc.		12,000		2,074
Assured Guaranty Ltd.		24,300		1,356
Atlantic Union Bankshares Corp.		57,000		1,933

See notes to financial statements.

56

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Bank of Hawaii Corp.		27,942	$	2,079
Blackstone Mortgage Trust, Inc., Class A		71,880		1,989
East West Bancorp, Inc.		27,200		1,763
Federated Hermes, Inc.		47,000		1,494
Hancock Whitney Corp.		31,370		1,391
Invesco Ltd.		54,300		876
Kinsale Capital Group, Inc.		6,335		1,455
Lincoln National Corp.		23,036		1,077
LPL Financial Holdings, Inc.		10,410		1,920
MGIC Investment Corp.		107,500		1,354
Prosperity Bancshares, Inc.		34,182		2,334
Reinsurance Group of America, Inc.		13,380		1,569
SouthState Corp.		33,000		2,546
Stifel Financial Corp.		27,085		1,517
Synovus Financial Corp.		65,000		2,343
The Hanover Insurance Group, Inc.		10,720		1,568
Unum Group		54,400		1,851
Voya Financial, Inc.		28,000		1,667
Western Alliance Bancorp		31,000		2,189
Wintrust Financial Corp.		27,594		2,212
				44,247
Health Care (6.0%):
Encompass Health Corp.		28,830		1,616
Jazz Pharmaceuticals PLC (a)		11,700		1,825
NuVasive, Inc. (a)		31,035		1,526
Organon & Co.		65,000		2,194
Perrigo Co. PLC		61,203		2,483
Select Medical Holdings Corp.		77,665		1,835
Tenet Healthcare Corp. (a)		22,800		1,198
				12,677
Industrials (21.8%):
ABM Industries, Inc.		49,690		2,158
AGCO Corp.		14,500		1,431
Alaska Air Group, Inc. (a)		33,782		1,353
Arcosa, Inc.		31,400		1,458
Atkore, Inc. (a)		15,824		1,314
BWX Technologies, Inc.		38,800		2,138
CACI International, Inc., Class A (a)		5,766		1,625
Carlisle Cos., Inc.		7,684		1,833
Clean Harbors, Inc. (a)		23,019		2,018
Crane Holdings Co.		22,791		1,996
Curtiss-Wright Corp.		16,963		2,240
EMCOR Group, Inc.		16,142		1,662
EnPro Industries, Inc.		12,383		1,015
Fluor Corp. (a)		45,660		1,111
FTI Consulting, Inc. (a) (b)		14,135		2,556
Hertz Global Holdings, Inc. (a) (b)		78,959		1,251
Howmet Aerospace, Inc.		69,538		2,187
ITT, Inc.		25,570		1,719

See notes to financial statements.

57

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Kirby Corp. (a)		25,730	$	1,565
Knight-Swift Transportation Holdings, Inc.		31,150		1,442
Nordson Corp.		9,395		1,902
Oshkosh Corp.		14,000		1,150
Regal Rexnord Corp.		13,366		1,517
Saia, Inc. (a)		7,030		1,322
The Greenbrier Cos., Inc.		35,021		1,260
Univar Solutions, Inc. (a)		64,581		1,606
WESCO International, Inc. (a)		16,397		1,756
Westinghouse Air Brake Technologies Corp.		16,960		1,392
				45,977
Information Technology (9.1%):
Belden, Inc.		37,700		2,008
Ciena Corp. (a)		41,500		1,896
DXC Technology Co. (a)		68,678		2,082
Euronet Worldwide, Inc. (a)		17,600		1,770
Flex Ltd. (a)		103,990		1,505
FormFactor, Inc. (a)		41,215		1,596
Jabil, Inc.		32,859		1,683
Juniper Networks, Inc.		58,948		1,680
MKS Instruments, Inc.		17,340		1,780
Progress Software Corp.		34,455		1,561
Verint Systems, Inc. (a)		35,360		1,497
				19,058
Materials (5.4%):
Berry Global Group, Inc. (a)		38,608		2,110
O-I Glass, Inc. (a)		132,114		1,850
Olin Corp.		41,313		1,912
Packaging Corp. of America		15,312		2,105
Reliance Steel & Aluminum Co.		9,413		1,599
Westlake Corp.		19,000		1,862
				11,438
Real Estate (9.2%):
Apartment Income REIT Corp.		56,500		2,350
DiamondRock Hospitality Co. (a)		169,000		1,387
Federal Realty Investment Trust		21,050		2,015
First Industrial Realty Trust, Inc.		44,410		2,109
Gaming and Leisure Properties, Inc.		51,350		2,355
Highwoods Properties, Inc.		52,300		1,788
Host Hotels & Resorts, Inc.		88,000		1,380
Hudson Pacific Properties, Inc.		76,900		1,141
Medical Properties Trust, Inc.		123,000		1,878
SITE Centers Corp.		121,200		1,633
Veris Residential, Inc. (a)		93,250		1,235
				19,271

See notes to financial statements.

58

Victory Portfolios
Victory Integrity Small/Mid-Cap Value Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (3.8%):
ALLETE, Inc.		30,100	$	1,769
Black Hills Corp.		28,100		2,045
UGI Corp.		51,630		1,993
Vistra Corp.		92,600		2,116
				7,923
Total Common Stocks (Cost $201,973)				206,251
Collateral for Securities Loaned (1.8%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		120,700		121
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		60,235		60
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		751,253		751
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		480,296		480
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		320,303		320
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		2,159,506		2,160
Total Collateral for Securities Loaned (Cost $3,892)				3,892
Total Investments (Cost $205,865) — 99.8%				210,143
Other assets in excess of liabilities — 0.2%				391
NET ASSETS — 100.00%			$	210,534

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

59

Victory Portfolios
Victory Munder Multi-Cap Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.1%)
Communication Services (7.2%):
Alphabet, Inc., Class A (a)		7,793	$	16,983
Nexstar Media Group, Inc., Class A		38,700		6,304
World Wrestling Entertainment, Inc., Class A (b)		56,000		3,499
				26,786
Communications Equipment (1.3%):
Lumentum Holdings, Inc. (a) (b)		60,700		4,821
Consumer Discretionary (10.3%):
Amazon.com, Inc. (a)		38,200		4,057
Asbury Automotive Group, Inc. (a)		23,100		3,912
Brunswick Corp.		47,500		3,106
Crocs, Inc. (a)		41,900		2,039
D.R. Horton, Inc.		39,000		2,581
Group 1 Automotive, Inc.		22,200		3,770
Lithia Motors, Inc.		15,300		4,205
MarineMax, Inc. (a)		98,800		3,569
Meritage Homes Corp. (a)		25,000		1,812
Skyline Champion Corp. (a)		46,500		2,205
Tesla, Inc. (a)		7,900		5,320
Vista Outdoor, Inc. (a)		59,500		1,660
				38,236
Consumer Staples (6.3%):
BJ's Wholesale Club Holdings, Inc. (a)		59,000		3,677
Darling Ingredients, Inc. (a)		83,300		4,981
Grocery Outlet Holding Corp. (a)		53,900		2,298
Medifast, Inc.		12,900		2,328
PepsiCo, Inc.		23,100		3,850
Philip Morris International, Inc.		44,400		4,384
Walmart, Inc.		15,200		1,848
				23,366
Electronic Equipment, Instruments & Components (2.8%):
Fabrinet (a)		60,900		4,939
Jabil, Inc.		105,200		5,387
				10,326
Energy (8.3%):
Chevron Corp.		54,710		7,921
Diamondback Energy, Inc.		43,300		5,246
EOG Resources, Inc.		41,100		4,539
Matador Resources Co.		67,000		3,122
Pioneer Natural Resources Co.		19,300		4,305
Schlumberger NV		153,600		5,493
				30,626
Financials (10.5%):
Ameriprise Financial, Inc.		20,200		4,801
Bank of America Corp.		142,400		4,433

See notes to financial statements.

60

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Victory Munder Multi-Cap Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Chubb Ltd.		32,400	$	6,369
Customers Bancorp, Inc. (a)		51,000		1,729
JPMorgan Chase & Co.		42,400		4,775
Morgan Stanley		54,700		4,160
ServisFirst Bancshares, Inc.		67,500		5,327
Signature Bank		18,700		3,351
Western Alliance Bancorp		59,600		4,208
				39,153
Health Care (12.2%):
AbbVie, Inc.		15,650		2,397
AmerisourceBergen Corp.		39,800		5,631
AMN Healthcare Services, Inc. (a)		40,900		4,487
Cigna Corp.		20,100		5,297
ICON PLC (a)		20,400		4,421
McKesson Corp.		20,700		6,753
Pfizer, Inc.		44,500		2,333
Regeneron Pharmaceuticals, Inc. (a)		3,900		2,305
Stryker Corp.		8,400		1,671
Thermo Fisher Scientific, Inc.		3,800		2,064
UnitedHealth Group, Inc.		15,525		7,974
				45,333
Industrials (9.6%):
Builders FirstSource, Inc. (a)		40,200		2,159
Chart Industries, Inc. (a)		37,100		6,210
GXO Logistics, Inc. (a)		34,900		1,510
Huntington Ingalls Industries, Inc.		9,369		2,041
Marten Transport Ltd.		293,400		4,935
Old Dominion Freight Line, Inc.		12,800		3,280
Parker-Hannifin Corp.		13,500		3,322
Raytheon Technologies Corp.		21,100		2,028
Saia, Inc. (a)		16,900		3,177
Trex Co., Inc. (a)		63,500		3,455
UFP Industries, Inc.		52,200		3,557
				35,674
Materials (4.1%):
Commercial Metals Co.		60,200		1,992
Graphic Packaging Holding Co.		109,300		2,241
Greif, Inc., Class A		34,600		2,158
Materion Corp.		30,200		2,227
Summit Materials, Inc., Class A (a)		113,900		2,653
Valvoline, Inc.		134,400		3,875
				15,146
Real Estate (2.1%):
American Tower Corp.		11,800		3,016
CBRE Group, Inc., Class A (a)		25,300		1,862
Simon Property Group, Inc.		29,200		2,772
				7,650

See notes to financial statements.

61

Victory Portfolios
Victory Munder Multi-Cap Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (8.3%):
Advanced Micro Devices, Inc. (a)		65,400	$	5,001
Alpha & Omega Semiconductor Ltd. (a)		63,300		2,110
Applied Materials, Inc.		37,200		3,385
Broadcom, Inc.		14,500		7,044
NVIDIA Corp.		49,200		7,458
QUALCOMM, Inc.		44,400		5,672
				30,670
Software (6.7%):
Cadence Design Systems, Inc. (a)		39,100		5,866
Microsoft Corp.		74,160		19,047
				24,913
Technology Hardware, Storage & Peripherals (7.4%):
Apple, Inc.		165,480		22,624
HP, Inc.		146,700		4,809
				27,433
Total Common Stocks (Cost $299,054)				360,133
Exchange-Traded Funds (2.7%)
iShares Russell 3000 ETF (b)		34,600		7,522
SPDR S&P Biotech ETF (a) (b)		34,100		2,532
Total Exchange-Traded Funds (Cost $10,406)				10,054
Collateral for Securities Loaned (1.8%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		209,085		209
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		104,344		104
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		1,301,378		1,301
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		832,006		833
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		554,854		555
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		3,740,859		3,741
Total Collateral for Securities Loaned (Cost $6,743)				6,743
Total Investments (Cost $316,203) — 101.6%				376,930
Liabilities in excess of other assets — (1.6)%				(6,047	)
NET ASSETS — 100.00%			$	370,883

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

62

Victory Portfolios
Victory S&P 500 Index Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.2%)
Communication Services (8.8%):
Activision Blizzard, Inc.		5,428	$	423
Alphabet, Inc., Class A (a)		2,088		4,550
Alphabet, Inc., Class C (a)		1,914		4,187
AT&T, Inc.		49,695		1,042
Charter Communications, Inc., Class A (a)		804		377
Comcast Corp., Class A		31,033		1,218
DISH Network Corp., Class A (a)		1,741		31
Electronic Arts, Inc.		1,952		237
Fox Corp., Class A		2,164		70
Fox Corp., Class B		1,004		30
Live Nation Entertainment, Inc. (a)		951		79
Lumen Technologies, Inc.		6,454		70
Match Group, Inc. (a)		1,982		138
Meta Platforms, Inc., Class A (a)		15,921		2,567
Netflix, Inc. (a)		3,084		539
News Corp., Class A		2,697		42
News Corp., Class B		835		13
Omnicom Group, Inc.		1,428		91
Paramount Global, Class B		4,223		104
Take-Two Interactive Software, Inc. (a)		1,097		134
The Interpublic Group of Cos., Inc.		2,733		75
The Walt Disney Co. (a)		12,644		1,194
T-Mobile U.S., Inc. (a)		4,090		550
Twitter, Inc. (a)		5,295		198
Verizon Communications, Inc.		29,152		1,479
Warner Bros. Discovery, Inc. (a) (b)		15,330		206
				19,644
Communications Equipment (0.8%):
Arista Networks, Inc. (a)		1,562		147
Cisco Systems, Inc.		28,837		1,230
F5, Inc. (a)		420		64
Juniper Networks, Inc.		2,243		64
Motorola Solutions, Inc.		1,161		243
				1,748
Consumer Discretionary (10.5%):
Advance Auto Parts, Inc.		424		73
Amazon.com, Inc. (a)		60,739		6,451
Aptiv PLC (a)		1,881		168
AutoZone, Inc. (a)		138		297
Bath & Body Works, Inc.		1,656		45
Best Buy Co., Inc.		1,405		92
Booking Holdings, Inc. (a)		282		493
BorgWarner, Inc.		1,663		55
Caesars Entertainment, Inc. (a)		1,488		57
CarMax, Inc. (a)		1,114		101
Carnival Corp. (a) (c)		5,634		49

See notes to financial statements.

63

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Victory S&P 500 Index Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Chipotle Mexican Grill, Inc. (a)		194	$	254
D.R. Horton, Inc.		2,224		147
Darden Restaurants, Inc.		866		98
Dollar General Corp.		1,588		390
Dollar Tree, Inc. (a)		1,563		244
Domino's Pizza, Inc.		250		97
eBay, Inc.		3,886		162
Etsy, Inc. (a) (b)		882		65
Expedia Group, Inc. (a)		1,052		100
Ford Motor Co.		27,412		305
Garmin Ltd.		1,059		104
General Motors Co. (a)		10,121		321
Genuine Parts Co.		983		131
Hasbro, Inc.		910		74
Hilton Worldwide Holdings, Inc.		1,932		215
Las Vegas Sands Corp. (a) (b)		2,387		80
Lennar Corp., Class A		1,795		127
LKQ Corp.		1,806		89
Lowe's Cos., Inc.		4,589		802
Marriott International, Inc., Class A		1,908		259
McDonald's Corp.		5,134		1,267
MGM Resorts International		2,455		71
Mohawk Industries, Inc. (a)		357		44
Newell Brands, Inc.		2,555		49
NIKE, Inc., Class B		8,807		900
Norwegian Cruise Line Holdings Ltd. (a) (c)		2,909		32
NVR, Inc. (a)		21		84
O'Reilly Automotive, Inc. (a)		456		288
Penn National Gaming, Inc. (a)		1,135		35
Pool Corp.		278		98
PulteGroup, Inc.		1,650		65
PVH Corp.		469		27
Ralph Lauren Corp.		321		29
Ross Stores, Inc.		2,439		171
Royal Caribbean Cruises Ltd. (a)		1,557		54
Starbucks Corp.		7,961		608
Tapestry, Inc.		1,748		53
Target Corp. (b)		3,210		453
Tesla, Inc. (a)		5,825		3,923
The Home Depot, Inc.		7,173		1,967
The TJX Cos., Inc.		8,152		455
Tractor Supply Co.		777		151
Ulta Beauty, Inc. (a)		363		140
VF Corp.		2,241		99
Whirlpool Corp.		390		60
Wynn Resorts Ltd. (a)		733		42
Yum! Brands, Inc.		1,980		225
				23,335

See notes to financial statements.

64

Victory Portfolios
Victory S&P 500 Index Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (6.9%):
Altria Group, Inc.		12,568	$	525
Archer-Daniels-Midland Co.		3,906		303
Brown-Forman Corp., Class B		1,269		89
Campbell Soup Co.		1,403		67
Church & Dwight Co., Inc.		1,685		156
Colgate-Palmolive Co.		5,817		466
Conagra Brands, Inc.		3,331		114
Constellation Brands, Inc., Class A		1,130		263
Costco Wholesale Corp.		3,077		1,475
General Mills, Inc.		4,180		315
Hormel Foods Corp. (c)		1,967		93
Kellogg Co.		1,759		125
Keurig Dr Pepper, Inc.		5,120		181
Kimberly-Clark Corp.		2,339		316
Lamb Weston Holdings, Inc.		1,003		72
McCormick & Co., Inc.		1,737		145
Molson Coors Beverage Co., Class B		1,307		71
Mondelez International, Inc., Class A		9,607		597
Monster Beverage Corp. (a)		2,611		242
PepsiCo, Inc.		9,598		1,600
Philip Morris International, Inc.		10,760		1,062
Sysco Corp.		3,537		300
The Clorox Co.		854		120
The Coca-Cola Co.		27,083		1,704
The Estee Lauder Cos., Inc.		1,609		410
The Hershey Co.		1,013		218
The J.M. Smucker Co.		753		96
The Kraft Heinz Co.		4,928		188
The Kroger Co.		4,554		216
The Procter & Gamble Co.		16,655		2,395
Tyson Foods, Inc., Class A		2,024		174
Walgreens Boots Alliance, Inc.		4,977		189
Walmart, Inc.		9,745		1,185
				15,472
Electronic Equipment, Instruments & Components (0.6%):
Amphenol Corp., Class A		4,145		267
CDW Corp.		938		148
Corning, Inc.		5,277		166
Keysight Technologies, Inc. (a)		1,263		174
TE Connectivity Ltd.		2,236		253
Teledyne Technologies, Inc. (a)		325		122
Trimble, Inc. (a)		1,736		101
Zebra Technologies Corp. (a)		365		107
				1,338
Energy (4.3%):
APA Corp.		2,348		82
Baker Hughes Co.		6,493		188
Chevron Corp.		13,639		1,975

See notes to financial statements.

65

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Victory S&P 500 Index Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ConocoPhillips		8,979	$	806
Coterra Energy, Inc.		5,594		144
Devon Energy Corp.		4,261		235
Diamondback Energy, Inc.		1,158		140
EOG Resources, Inc.		4,066		449
Exxon Mobil Corp.		29,242		2,504
Halliburton Co.		6,261		196
Hess Corp.		1,923		204
Kinder Morgan, Inc.		13,536		227
Marathon Oil Corp.		4,913		110
Marathon Petroleum Corp.		3,755		309
Occidental Petroleum Corp.		6,180		364
ONEOK, Inc.		3,100		172
Phillips 66		3,340		274
Pioneer Natural Resources Co.		1,562		348
Schlumberger NV		9,812		351
The Williams Cos., Inc.		8,455		264
Valero Energy Corp.		2,833		301
				9,643
Financials (10.8%):
Aflac, Inc.		4,114		228
American Express Co.		4,234		587
American International Group, Inc.		5,499		281
Ameriprise Financial, Inc.		763		181
Aon PLC, Class A		1,474		398
Arthur J. Gallagher & Co.		1,458		238
Assurant, Inc.		375		65
Bank of America Corp.		49,216		1,532
Berkshire Hathaway, Inc., Class B (a)		12,559		3,429
BlackRock, Inc.		989		602
Brown & Brown, Inc.		1,626		95
Capital One Financial Corp.		2,728		284
Cboe Global Markets, Inc.		737		83
Chubb Ltd.		2,941		578
Cincinnati Financial Corp.		1,035		123
Citigroup, Inc.		13,480		620
Citizens Financial Group, Inc.		3,405		122
CME Group, Inc.		2,495		511
Comerica, Inc.		908		67
Discover Financial Services		1,950		184
Everest Re Group Ltd.		274		77
FactSet Research Systems, Inc.		263		101
Fifth Third Bancorp		4,763		160
First Republic Bank		1,246		180
Franklin Resources, Inc.		1,943		45
Globe Life, Inc.		630		61
Huntington Bancshares, Inc.		9,990		120
Intercontinental Exchange, Inc.		3,875		364
Invesco Ltd.		2,337		38
JPMorgan Chase & Co.		20,388		2,296

See notes to financial statements.

66

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
KeyCorp		6,473	$	112
Lincoln National Corp.		1,122		52
Loews Corp.		1,350		80
M&T Bank Corp.		1,245		198
MarketAxess Holdings, Inc.		262		67
Marsh & McLennan Cos., Inc.		3,484		541
MetLife, Inc.		4,798		301
Moody's Corp.		1,114		303
Morgan Stanley		9,714		739
MSCI, Inc.		563		232
Nasdaq, Inc.		800		122
Northern Trust Corp.		1,446		140
Principal Financial Group, Inc.		1,631		109
Prudential Financial, Inc.		2,603		249
Raymond James Financial, Inc.		1,349		121
Regions Financial Corp.		6,487		122
S&P Global, Inc.		2,409		812
Signature Bank		437		78
State Street Corp.		2,548		157
SVB Financial Group (a)		409		162
Synchrony Financial		3,481		96
T. Rowe Price Group, Inc.		1,578		179
The Allstate Corp.		1,909		242
The Bank of New York Mellon Corp.		5,159		215
The Charles Schwab Corp.		10,469		661
The Goldman Sachs Group, Inc.		2,384		708
The Hartford Financial Services Group Inc.		2,283		149
The PNC Financial Services Group, Inc.		2,871		453
The Progressive Corp.		4,060		472
The Travelers Cos., Inc.		1,666		282
Truist Financial Corp.		9,242		438
U.S. Bancorp		9,385		432
W.R. Berkley Corp.		1,454		99
Wells Fargo & Co.		26,311		1,031
Willis Towers Watson PLC		774		153
Zions Bancorp NA		1,051		54
				24,011
Health Care (15.0%):
Abbott Laboratories		12,154		1,321
AbbVie, Inc.		12,267		1,879
ABIOMED, Inc. (a)		316		78
Agilent Technologies, Inc.		2,083		247
Align Technology, Inc. (a)		509		121
AmerisourceBergen Corp.		1,047		148
Amgen, Inc.		3,708		902
Baxter International, Inc.		3,495		225
Becton Dickinson & Co.		1,979		488
Biogen, Inc. (a)		1,017		207
Bio-Rad Laboratories, Inc., Class A (a)		150		74
Bio-Techne Corp.		272		94

See notes to financial statements.

67

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Boston Scientific Corp. (a)		9,924	$	370
Bristol-Myers Squibb Co.		14,779		1,138
Cardinal Health, Inc.		1,891		99
Catalent, Inc. (a)		1,244		134
Centene Corp. (a)		4,060		344
Charles River Laboratories International, Inc. (a)		353		76
Cigna Corp.		2,202		580
CVS Health Corp.		9,103		844
Danaher Corp.		4,492		1,139
DaVita, Inc. (a)		420		34
DENTSPLY SIRONA, Inc.		1,496		53
Dexcom, Inc. (a)		2,725		203
Edwards Lifesciences Corp. (a)		4,316		410
Elevance Health, Inc.		1,674		808
Eli Lilly & Co.		5,474		1,775
Gilead Sciences, Inc. (b)		8,707		538
HCA Healthcare, Inc.		1,579		265
Henry Schein, Inc. (a)		958		74
Hologic, Inc. (a)		1,731		120
Humana, Inc.		878		411
IDEXX Laboratories, Inc. (a)		583		205
Illumina, Inc. (a)		1,091		201
Incyte Corp. (a)		1,307		99
Intuitive Surgical, Inc. (a)		2,492		500
IQVIA Holdings, Inc. (a)		1,314		285
Johnson & Johnson (b)		18,266		3,242
Laboratory Corp. of America Holdings		643		151
McKesson Corp.		1,009		329
Medtronic PLC		9,312		836
Merck & Co., Inc.		17,554		1,600
Mettler-Toledo International, Inc. (a)		157		180
Moderna, Inc. (a)		2,402		343
Molina Healthcare, Inc. (a)		407		114
Organon & Co.		1,761		59
PerkinElmer, Inc.		876		125
Pfizer, Inc.		38,949		2,042
Quest Diagnostics, Inc.		815		108
Regeneron Pharmaceuticals, Inc. (a)		750		443
ResMed, Inc.		1,015		213
STERIS PLC		695		143
Stryker Corp.		2,336		465
Teleflex, Inc.		326		80
The Cooper Cos., Inc.		342		107
Thermo Fisher Scientific, Inc.		2,717		1,476
UnitedHealth Group, Inc.		6,512		3,345
Universal Health Services, Inc., Class B		466		47
Vertex Pharmaceuticals, Inc. (a)		1,775		500
Viatris, Inc.		8,416		88
Waters Corp. (a)		418		138
West Pharmaceutical Services, Inc.		514		155

See notes to financial statements.

68

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Zimmer Biomet Holdings, Inc.		1,455	$	153
Zoetis, Inc.		3,267		562
				33,533
Industrials (7.9%):
3M Co.		3,950		511
A O Smith Corp.		903		49
Alaska Air Group, Inc. (a)		875		35
Allegion PLC		610		60
American Airlines Group, Inc. (a)		4,509		57
AMETEK, Inc.		1,603		176
C.H. Robinson Worldwide, Inc.		883		90
Carrier Global Corp.		5,888		210
Caterpillar, Inc.		3,702		662
Cintas Corp.		604		226
Copart, Inc. (a)		1,484		161
CSX Corp.		15,093		439
Cummins, Inc.		979		189
Deere & Co.		1,938		580
Delta Air Lines, Inc. (a)		4,450		129
Dover Corp.		1,001		121
Eaton Corp. PLC		2,770		349
Emerson Electric Co.		4,123		328
Equifax, Inc.		849		155
Expeditors International of Washington, Inc.		1,164		113
Fastenal Co.		3,996		199
FedEx Corp.		1,655		375
Fortive Corp.		2,488		135
Fortune Brands Home & Security, Inc.		908		54
Generac Holdings, Inc. (a)		443		93
General Dynamics Corp.		1,600		354
General Electric Co.		7,640		486
Honeywell International, Inc.		4,725		821
Howmet Aerospace, Inc.		2,611		82
Huntington Ingalls Industries, Inc.		278		61
IDEX Corp.		528		96
Illinois Tool Works, Inc.		1,967		359
Ingersoll Rand, Inc. (b)		2,818		119
J.B. Hunt Transport Services, Inc.		582		92
Jacobs Engineering Group, Inc.		893		114
Johnson Controls International PLC		4,829		231
L3Harris Technologies, Inc.		1,339		324
Leidos Holdings, Inc.		949		96
Lockheed Martin Corp.		1,644		707
Masco Corp.		1,638		83
Nielsen Holdings PLC		2,497		58
Nordson Corp.		374		76
Norfolk Southern Corp.		1,654		376
Northrop Grumman Corp.		1,014		485
Old Dominion Freight Line, Inc.		637		163
Otis Worldwide Corp.		2,935		207

See notes to financial statements.

69

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
PACCAR, Inc.		2,413	$	199
Parker-Hannifin Corp.		891		219
Pentair PLC		1,148		53
Quanta Services, Inc.		998		125
Raytheon Technologies Corp.		10,324		992
Republic Services, Inc. (b)		1,447		189
Robert Half International, Inc.		767		57
Rockwell Automation, Inc.		807		161
Rollins, Inc.		1,573		55
Roper Technologies, Inc.		735		290
Snap-on, Inc.		371		73
Southwest Airlines Co. (a)		4,116		149
Stanley Black & Decker, Inc.		1,048		110
Textron, Inc.		1,493		91
The Boeing Co. (a)		3,860		528
Trane Technologies PLC		1,623		211
TransDigm Group, Inc. (a)		360		193
Union Pacific Corp.		4,360		930
United Airlines Holdings, Inc. (a)		2,268		80
United Parcel Service, Inc., Class B		5,098		931
United Rentals, Inc. (a)		497		121
Verisk Analytics, Inc.		1,096		190
W.W. Grainger, Inc.		298		135
Waste Management, Inc.		2,652		406
Westinghouse Air Brake Technologies Corp.		1,268		104
Xylem, Inc.		1,250		98
				17,576
IT Services (4.3%):
Accenture PLC, Class A		4,397		1,221
Akamai Technologies, Inc. (a)		1,113		102
Automatic Data Processing, Inc.		2,900		609
Broadridge Financial Solutions, Inc.		814		116
Cognizant Technology Solutions Corp., Class A		3,618		244
DXC Technology Co. (a)		1,697		51
EPAM Systems, Inc. (a)		397		117
Fidelity National Information Services, Inc.		4,240		389
Fiserv, Inc. (a)		4,038		359
FleetCor Technologies, Inc. (a)		537		113
Gartner, Inc. (a)		559		135
Global Payments, Inc.		1,954		216
International Business Machines Corp.		6,244		882
Jack Henry & Associates, Inc.		506		91
Mastercard, Inc., Class A		5,961		1,881
Paychex, Inc.		2,230		254
PayPal Holdings, Inc. (a)		8,039		561
VeriSign, Inc. (a)		662		111
Visa, Inc., Class A		11,424		2,249
				9,701

See notes to financial statements.

70

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (2.6%):
Air Products and Chemicals, Inc.		1,539	$	370
Albemarle Corp.		813		170
Amcor PLC		10,432		130
Avery Dennison Corp.		567		92
Ball Corp.		2,220		153
Celanese Corp.		752		88
CF Industries Holdings, Inc.		1,448		124
Corteva, Inc.		5,024		272
Dow, Inc.		5,054		261
DuPont de Nemours, Inc.		3,530		196
Eastman Chemical Co.		895		80
Ecolab, Inc.		1,725		265
FMC Corp.		874		93
Freeport-McMoRan, Inc.		10,060		294
International Flavors & Fragrances, Inc.		1,769		211
International Paper Co.		2,573		108
Linde PLC		3,494		1,005
LyondellBasell Industries NV, Class A		1,797		157
Martin Marietta Materials, Inc.		433		130
Newmont Corp.		5,509		329
Nucor Corp.		1,847		193
Packaging Corp. of America		650		89
PPG Industries, Inc.		1,640		187
Sealed Air Corp.		1,014		59
The Mosaic Co.		2,513		119
The Sherwin-Williams Co.		1,661		372
Vulcan Materials Co.		923		131
Westrock Co.		1,769		70
				5,748
Real Estate (2.9%):
Alexandria Real Estate Equities, Inc.		1,031		149
American Tower Corp.		3,226		825
AvalonBay Communities, Inc.		971		189
Boston Properties, Inc.		990		88
Camden Property Trust		739		99
CBRE Group, Inc., Class A (a)		2,269		167
Crown Castle International Corp.		3,006		506
Digital Realty Trust, Inc.		1,976		257
Duke Realty Corp.		2,669		147
Equinix, Inc.		632		415
Equity Residential		2,375		171
Essex Property Trust, Inc.		454		119
Extra Space Storage, Inc.		932		159
Federal Realty Investment Trust		496		47
Healthpeak Properties, Inc.		3,745		97
Host Hotels & Resorts, Inc.		4,962		78
Iron Mountain, Inc.		2,017		98
Kimco Realty Corp.		4,290		85
Mid-America Apartment Communities, Inc.		801		140

See notes to financial statements.

71

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Prologis, Inc.		5,139	$	605
Public Storage		1,060		331
Realty Income Corp.		4,176		285
Regency Centers Corp.		1,077		64
SBA Communications Corp.		749		240
Simon Property Group, Inc.		2,279		216
UDR, Inc.		2,078		96
Ventas, Inc.		2,775		143
VICI Properties, Inc.		6,685		199
Vornado Realty Trust		1,105		32
Welltower, Inc.		3,151		259
Weyerhaeuser Co.		5,168		171
				6,477
Semiconductors & Semiconductor Equipment (5.1%):
Advanced Micro Devices, Inc. (a)		11,249		860
Analog Devices, Inc.		3,633		531
Applied Materials, Inc.		6,132		558
Broadcom, Inc.		2,834		1,377
Enphase Energy, Inc. (a)		937		183
Intel Corp.		28,384		1,062
KLA Corp.		1,036		331
Lam Research Corp.		963		410
Microchip Technology, Inc.		3,859		224
Micron Technology, Inc.		7,751		428
Monolithic Power Systems, Inc.		304		117
NVIDIA Corp.		17,382		2,635
NXP Semiconductors NV		1,823		270
ON Semiconductor Corp. (a)		3,016		152
Qorvo, Inc. (a)		753		71
QUALCOMM, Inc.		7,775		993
Skyworks Solutions, Inc.		1,117		103
SolarEdge Technologies, Inc. (a)		384		105
Teradyne, Inc.		1,112		100
Texas Instruments, Inc.		6,401		983
				11,493
Software (8.8%):
Adobe, Inc. (a)		3,280		1,201
ANSYS, Inc. (a)		604		144
Autodesk, Inc. (a)		1,510		260
Cadence Design Systems, Inc. (a)		1,914		287
Ceridian HCM Holding, Inc. (a)		954		45
Citrix Systems, Inc.		866		84
Fortinet, Inc. (a)		4,625		262
Intuit, Inc.		1,963		757
Microsoft Corp. (b)		51,917		13,334
NortonLifeLock, Inc.		4,039		89
Oracle Corp.		10,928		763
Paycom Software, Inc. (a)		334		93
PTC, Inc. (a)		731		78

See notes to financial statements.

72

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Salesforce, Inc. (a)		6,897	$	1,138
ServiceNow, Inc. (a) (b)		1,392		662
Synopsys, Inc. (a)		1,063		323
Tyler Technologies, Inc. (a)		288		96
				19,616
Technology Hardware, Storage & Peripherals (6.8%):
Apple, Inc.		106,734		14,593
Hewlett Packard Enterprise Co.		9,025		119
HP, Inc.		7,312		240
NetApp, Inc.		1,545		101
Seagate Technology Holdings PLC		1,372		98
Western Digital Corp. (a)		2,174		97
				15,248
Utilities (3.1%):
Alliant Energy Corp.		1,741		102
Ameren Corp.		1,793		162
American Electric Power Co., Inc. (b)		3,565		342
American Water Works Co., Inc.		1,262		188
Atmos Energy Corp.		965		108
CenterPoint Energy, Inc.		4,369		129
CMS Energy Corp.		2,014		136
Consolidated Edison, Inc. (b)		2,459		234
Constellation Energy Corp.		2,268		130
Dominion Energy, Inc.		5,632		450
DTE Energy Co.		1,345		171
Duke Energy Corp. (b)		5,344		573
Edison International		2,646		167
Entergy Corp.		1,412		159
Evergy, Inc. (b)		1,593		104
Eversource Energy (b)		2,394		202
Exelon Corp.		6,804		308
FirstEnergy Corp.		3,963		152
NextEra Energy, Inc. (b)		13,637		1,056
NiSource, Inc.		2,817		83
NRG Energy, Inc.		1,647		63
Pinnacle West Capital Corp.		784		57
PPL Corp.		5,108		139
Public Service Enterprise Group, Inc.		3,466		219
Sempra Energy		2,182		328
The AES Corp.		4,636		98
The Southern Co. (b)		7,376		526
WEC Energy Group, Inc. (b)		2,190		220
Xcel Energy, Inc. (b)		3,781		268
				6,874
Total Common Stocks (Cost $47,534)				221,457

See notes to financial statements.

73

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (0.1%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (d)		5,581	$	5
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (d)		2,785		3
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (d)		34,739		35
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (d)		22,210		22
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (d)		14,811		15
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (d)		99,858		100
Total Collateral for Securities Loaned (Cost $180)				180
Total Investments (Cost $47,714) — 99.3%				221,637
Other assets in excess of liabilities — 0.7%				1,592
NET ASSETS — 100.00%			$	223,229

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

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

PLC — Public Limited Company

Futures Contracts Purchased
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures		9	9/16/22	$	1,764,756	$	1,705,275	$	(59,481	)
Total unrealized appreciation								$	—
Total unrealized depreciation									(59,481	)
Total net unrealized appreciation (depreciation)								$	(59,481	)

See notes to financial statements.

74

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(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.7%)
Communication Services (1.5%):
Live Nation Entertainment, Inc. (a)		68,444	$	5,652
Consumer Discretionary (10.0%):
Airbnb, Inc., Class A (a)		21,200		1,888
AutoZone, Inc. (a)		3,300		7,092
Choice Hotels International, Inc.		45,100		5,034
D.R. Horton, Inc.		29,700		1,966
Dollar General Corp.		17,600		4,320
Lithia Motors, Inc.		9,900		2,721
Marriott Vacations Worldwide Corp.		26,421		3,070
NVR, Inc. (a)		1,200		4,805
Pool Corp.		15,300		5,374
				36,270
Consumer Staples (5.8%):
Casey's General Stores, Inc.		29,700		5,494
Church & Dwight Co., Inc.		59,600		5,523
Darling Ingredients, Inc. (a)		84,300		5,041
McCormick & Co., Inc.		61,600		5,128
				21,186
Energy (5.8%):
Cheniere Energy, Inc.		62,000		8,248
Diamondback Energy, Inc.		52,800		6,397
EOG Resources, Inc.		60,500		6,681
				21,326
Financials (10.6%):
Brown & Brown, Inc.		131,500		7,672
East West Bancorp, Inc.		69,000		4,471
Evercore, Inc.		26,200		2,453
FactSet Research Systems, Inc.		13,000		4,999
Kinsale Capital Group, Inc.		26,500		6,085
MSCI, Inc.		12,600		5,193
W.R. Berkley Corp.		112,550		7,683
				38,556
Health Care (11.8%):
Agilent Technologies, Inc.		44,693		5,308
Edwards Lifesciences Corp. (a)		53,600		5,097
Halozyme Therapeutics, Inc. (a)		101,000		4,444
Horizon Therapeutics PLC (a)		51,100		4,076
IDEXX Laboratories, Inc. (a)		8,600		3,016
Insulet Corp. (a)		12,200		2,659
Intra-Cellular Therapies, Inc. (a)		48,400		2,763
IQVIA Holdings, Inc. (a)		28,800		6,249
Neurocrine Biosciences, Inc. (a)		43,800		4,269
Zoetis, Inc.		28,930		4,973
				42,854

See notes to financial statements.

75

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Victory Munder Mid-Cap Core Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (14.8%):
Advanced Drainage Systems, Inc.		45,400	$	4,089
AMETEK, Inc.		41,100		4,517
Chart Industries, Inc. (a) (b)		30,500		5,105
Copa Holdings SA (a)		65,600		4,157
HEICO Corp.		44,500		5,835
IDEX Corp.		21,500		3,905
Masco Corp.		78,300		3,962
Old Dominion Freight Line, Inc.		17,050		4,370
TFI International, Inc.		24,900		1,999
The Middleby Corp. (a)		14,300		1,793
Trane Technologies PLC		13,700		1,779
Trex Co., Inc. (a)		49,300		2,683
Verisk Analytics, Inc.		28,200		4,881
WESCO International, Inc. (a)		44,400		4,755
				53,830
Information Technology (17.0%):
Advanced Micro Devices, Inc. (a)		45,300		3,464
Amphenol Corp., Class A		82,920		5,338
CDW Corp.		42,559		6,706
Crowdstrike Holdings, Inc., Class A (a)		13,700		2,309
CyberArk Software Ltd. (a)		14,100		1,804
Fair Isaac Corp. (a)		12,900		5,172
Global Payments, Inc.		42,200		4,669
KLA Corp.		18,300		5,839
Monolithic Power Systems, Inc.		12,800		4,916
Qualys, Inc. (a)		15,700		1,980
ServiceNow, Inc. (a)		6,200		2,948
Synopsys, Inc. (a)		24,500		7,441
Teledyne Technologies, Inc. (a)		15,800		5,927
The Trade Desk, Inc., Class A (a)		77,400		3,242
				61,755
Materials (6.4%):
Avery Dennison Corp.		41,700		6,750
FMC Corp.		57,900		6,196
Freeport-McMoRan, Inc.		77,500		2,268
Huntsman Corp.		160,500		4,550
Louisiana-Pacific Corp.		69,600		3,648
				23,412
Real Estate (7.3%):
Crown Castle International Corp.		30,900		5,203
Digital Realty Trust, Inc.		39,946		5,186
SBA Communications Corp.		18,403		5,890
Sun Communities, Inc.		34,416		5,484
Ventas, Inc.		90,600		4,660
				26,423

See notes to financial statements.

76

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Victory Munder Mid-Cap Core Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (5.7%):
Atmos Energy Corp.		67,900	$	7,612
Essential Utilities, Inc.		136,100		6,240
Sempra Energy		46,039		6,918
				20,770
Total Common Stocks (Cost $298,171)				352,034
Exchange-Traded Funds (2.2%)
SPDR S&P MidCap 400 ETF		19,450		8,043
Total Exchange-Traded Funds (Cost $8,459)				8,043
Collateral for Securities Loaned (0.6%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		68,016		68
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		33,944		34
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (c)		423,344		423
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		270,655		271
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		180,496		180
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		1,216,917		1,217
Total Collateral for Securities Loaned (Cost $2,193)				2,193
Total Investments (Cost $308,823) — 99.5%				362,270
Other assets in excess of liabilities — 0.5%				1,650
NET ASSETS — 100.00%			$	363,920

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

77

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.4%)
Communication Services (2.2%):
Cian PLC, ADR (a) (b) (f)		77	$	—	(c)
Iridium Communications, Inc. (a)		3,561		134
Radius Global Infrastructure, Inc., Class A (a)		6,300		96
				230
Consumer Discretionary (12.0%):
Academy Sports & Outdoors, Inc.		4,217		150
Brunswick Corp.		1,273		83
Burlington Stores, Inc. (a)		509		69
Cavco Industries, Inc. (a)		567		111
Chegg, Inc. (a)		1,378		26
F45 Training Holdings, Inc. (a) (d)		14,831		58
Five Below, Inc. (a)		616		70
Group 1 Automotive, Inc.		882		150
Kohl's Corp.		2,352		84
Kura Sushi USA, Inc., Class A (a)		2,130		105
Legacy Housing Corp. (a)		5,799		76
Polaris, Inc.		866		86
Skyline Champion Corp. (a)		3,307		157
Sweetgreen, Inc., Class A (a)		2,488		29
Torrid Holdings, Inc. (a) (d)		9,039		39
				1,293
Consumer Staples (5.2%):
Albertsons Cos., Inc., Class A		2,824		75
Celsius Holdings, Inc. (a) (d)		1,710		112
Performance Food Group Co. (a)		4,200		193
Sovos Brands, Inc. (a)		11,486		182
				562
Energy (4.9%):
Magnolia Oil & Gas Corp., Class A		11,674		245
New Fortress Energy, Inc.		1,580		62
Talos Energy, Inc. (a)		14,134		219
				526
Financials (12.4%):
American Business Bank (a)		1,652		66
Coastal Financial Corp. (a)		5,370		205
Colony Bankcorp, Inc.		2,215		33
Customers Bancorp, Inc. (a)		3,942		134
First Western Financial, Inc. (a)		2,768		75
Morningstar, Inc.		483		117
Radian Group, Inc.		5,519		108
Silvercrest Asset Management Group, Inc., Class A		11,001		181
SLM Corp.		5,481		87
South Plains Financial, Inc.		5,120		124

See notes to financial statements.

78

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Tradeweb Markets, Inc., Class A		1,226	$	84
WTB Financial Corp., Class B		360		122
				1,336
Health Care (18.5%):
4D Molecular Therapeutics, Inc. (a)		662		5
Akero Therapeutics, Inc. (a)		1,608		15
Alpha Teknova, Inc. (a)		2,306		19
Arrowhead Pharmaceuticals, Inc. (a)		1,813		64
Aurinia Pharmaceuticals, Inc. (a)		6,904		69
Avidity Biosciences, Inc. (a) (d)		1,205		17
Beam Therapeutics, Inc. (a)		1,233		48
Bicycle Therapeutics PLC, ADR (a) (d)		2,928		49
BioMarin Pharmaceutical, Inc. (a)		283		23
C4 Therapeutics, Inc. (a) (d)		249		2
Cabaletta Bio, Inc. (a)		2,967		3
Castle Biosciences, Inc. (a)		2,000		44
Cerus Corp. (a)		6,712		35
Codiak Biosciences, Inc. (a)		6,305		18
Collegium Pharmaceutical, Inc. (a)		1,187		21
CRISPR Therapeutics AG (a) (d)		410		25
CryoPort, Inc. (a)		1,655		51
Dynavax Technologies Corp. (a)		6,261		79
Fusion Pharmaceuticals, Inc. (a)		4,261		11
Gamida Cell Ltd. (a)		9,195		16
Generation Bio Co. (a)		1,180		8
Genetron Holdings Ltd., ADR (a) (d)		5,361		9
Henry Schein, Inc. (a)		1,145		88
Horizon Therapeutics PLC (a)		987		79
IGM Biosciences, Inc. (a) (d)		796		14
Immunocore Holdings PLC, ADR (a) (d)		699		26
Inari Medical, Inc. (a)		2,605		177
Instil Bio, Inc. (a) (d)		1,072		5
Insulet Corp. (a)		546		119
Intellia Therapeutics, Inc. (a)		1,502		78
IO Biotech, Inc. (a)		77		—	(c)
Iovance Biotherapeutics, Inc. (a)		2,461		27
LianBio, ADR (a)		13,402		29
Maravai LifeSciences Holdings, Inc., Class A (a)		1,150		33
Merit Medical Systems, Inc. (a)		1,525		83
NanoString Technologies, Inc. (a)		3,309		42
Natera, Inc. (a)		1,954		69
NeoGenomics, Inc. (a)		3,529		29
Neurocrine Biosciences, Inc. (a)		336		33
Nurix Therapeutics, Inc. (a)		439		6
ORIC Pharmaceuticals, Inc. (a)		3,909		17
Oyster Point Pharma, Inc. (a) (d)		396		2
PMV Pharmaceuticals, Inc. (a) (d)		280		4
PolyPid Ltd. (a)		7,333		34
Pulmonx Corp. (a) (d)		1,906		28

See notes to financial statements.

79

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
RadNet, Inc. (a)		3,159	$	55
Reata Pharmaceuticals, Inc., Class A (a)		645		20
Recursion Pharmaceuticals, Inc., Class A (a)		218		2
Repligen Corp. (a)		370		60
Singular Genomics Systems, Inc. (a) (d)		5,036		19
Stoke Therapeutics, Inc. (a)		1,486		20
Sutro Biopharma, Inc. (a)		3,661		19
TCR2 Therapeutics, Inc. (a)		8,824		26
TG Therapeutics, Inc. (a)		2,119		9
Veracyte, Inc. (a)		3,428		68
Xencor, Inc. (a)		822		22
Zai Lab Ltd., ADR (a)		598		21
				1,994
Industrials (14.8%):
AGCO Corp.		1,000		99
ASGN, Inc. (a)		1,743		157
BWX Technologies, Inc.		1,070		59
Casella Waste Systems, Inc. (a)		2,176		158
Chart Industries, Inc. (a)		1,114		186
Construction Partners, Inc., Class A (a)		1,877		39
ESCO Technologies, Inc.		571		39
Kaman Corp.		1,610		50
Kratos Defense & Security Solutions, Inc. (a)		6,093		85
McGrath RentCorp		1,522		116
Owens Corning		2,069		154
PGT Innovations, Inc. (a)		3,825		64
Regal Rexnord Corp.		340		39
Sensata Technologies Holding PLC		1,965		81
Shoals Technologies Group, Inc., Class A (a)		8,596		142
The AZEK Co., Inc. (a)		2,561		43
Zurn Water Solutions Corp.		2,954		80
				1,591
Information Technology (22.2%):
ACV Auctions, Inc., Class A (a)		357		2
Alteryx, Inc., Class A (a)		441		21
Avaya Holdings Corp. (a) (d)		12,599		28
Blackline, Inc. (a)		2,235		149
BM Technologies, Inc. (a) (d)		606		4
C3.ai, Inc., Class A (a) (d)		848		16
Couchbase, Inc. (a)		377		6
CS Disco, Inc. (a)		4,343		78
Digital Turbine, Inc. (a)		1,163		20
DoubleVerify Holdings, Inc. (a)		363		8
Dropbox, Inc., Class A (a)		1,247		26
Elastic NV (a)		2,867		194
Endava PLC, ADR (a)		1,637		145
Expensify, Inc., Class A (a)		5,375		96
Flywire Corp. (a)		1,122		20

See notes to financial statements.

80

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ForgeRock, Inc., Class A (a) (d)		383	$	8
Freshworks, Inc., Class A (a) (d)		3,873		51
Globant SA (a)		841		146
Intapp, Inc. (a)		75		1
JFrog Ltd. (a)		6,700		141
Mitek Systems, Inc. (a)		9,134		84
Monday.com Ltd. (a) (d)		37		4
Napco Security Technologies, Inc. (a)		10,722		221
PagerDuty, Inc. (a)		4,305		107
Ping Identity Holding Corp. (a)		3,255		59
SentinelOne, Inc., Class A (a)		3,720		87
Shift4 Payments, Inc., Class A (a)		1,480		49
SiTime Corp. (a)		1,041		170
Smartsheet, Inc., Class A (a)		2,908		91
TaskUS, Inc., Class A (a)		6,682		113
Vizio Holding Corp., Class A (a)		6,005		41
WNS Holdings Ltd., ADR (a)		2,735		204
				2,390
Materials (4.5%):
CF Industries Holdings, Inc.		720		62
Compass Minerals International, Inc.		1,115		39
FMC Corp.		795		85
Franco-Nevada Corp.		824		108
Intrepid Potash, Inc. (a)		1,715		78
Summit Materials, Inc., Class A (a)		4,929		115
				487
Real Estate (1.7%):
Rexford Industrial Realty, Inc.		1,252		72
UMH Properties, Inc.		6,434		114
				186
Total Common Stocks (Cost $11,307)				10,595
Warrants (0.0%) (e)
Health Care (0.0%): (e)
BioNano Genomics, Inc. (a) (f)		8,136		2
Total Warrants (Cost $—)				2
Collateral for Securities Loaned (4.8%)^
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 1.47% (g)		16,022		16
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (g)		7,996		8
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (g)		99,723		100
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (g)		63,756		64
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (g)		42,518		42

See notes to financial statements.

81

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (g)		286,659	$	287
Total Collateral for Securities Loaned (Cost $517)				517
Total Investments (Cost $11,824) — 103.2%				11,114
Liabilities in excess of other assets — (3.2)%				(348	)
NET ASSETS — 100.00%			$	10,766

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rounds to less than $1 thousand.

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

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

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

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

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

82

Victory Portfolios
Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.8%)
Australia (4.1%):
Consumer Discretionary (0.3%):
Aristocrat Leisure Ltd.		25,881	$	615
Energy (0.9%):
Santos Ltd.		147,322		747
Woodside Energy Group Ltd.		40,879		898
				1,645
Financials (1.2%):
Macquarie Group Ltd.		6,345		722
National Australia Bank Ltd.		85,361		1,619
				2,341
Health Care (0.5%):
Sonic Healthcare Ltd.		37,390		852
Materials (0.5%):
Rio Tinto Ltd.		13,391		955
Real Estate (0.7%):
Goodman Group (a)		48,738		602
Stockland		273,796		683
				1,285
				7,693
Austria (0.4%):
Industrials (0.4%):
ANDRITZ AG		17,446		704
Brazil (1.8%):
Energy (0.5%):
Petro Rio SA (b)		240,600		1,011
Financials (0.5%):
Banco do Brasil SA		146,600		935
Materials (0.4%):
Gerdau SA, Preference Shares		169,700		725
Utilities (0.4%):
Cia Energetica de Minas Gerais, Preference Shares		323,350		641
				3,312
Canada (6.5%):
Consumer Discretionary (0.4%):
BRP, Inc. (a)		10,928		672
Energy (1.2%):
Headwater Exploration, Inc. (b)		125,512		528
Parex Resources, Inc.		48,148		815
Suncor Energy, Inc.		27,265		957
				2,300

See notes to financial statements.

83

Victory Portfolios
Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (3.1%):
Element Fleet Management Corp. (a)		89,793	$	936
Fairfax Financial Holdings Ltd.		1,404		744
Intact Financial Corp.		9,556		1,348
National Bank of Canada (a)		21,002		1,379
The Bank of Nova Scotia		22,381		1,325
				5,732
Industrials (0.3%):
Finning International, Inc.		27,160		572
Materials (1.5%):
Nutrien Ltd.		14,048		1,119
Teck Resources Ltd., Class B		28,123		860
West Fraser Timber Co. Ltd.		10,629		816
				2,795
				12,071
Chile (0.6%):
Consumer Discretionary (0.3%):
Falabella SA		245,732		576
Consumer Staples (0.3%):
Cencosud SA		384,409		490
				1,066
China (7.6%):
Communication Services (1.3%):
Tencent Holdings Ltd.		53,600		2,426
Consumer Discretionary (2.6%):
Alibaba Group Holding Ltd. (b)		84,796		1,210
BYD Co. Ltd., Class H		25,000		1,008
Guangzhou Automobile Group Co. Ltd., Class H		692,000		671
JD.com, Inc., Class A		24,613		793
Zhongsheng Group Holdings Ltd.		166,000		1,173
				4,855
Financials (1.6%):
Agricultural Bank of China Ltd., Class H (b)		1,600,000		605
Bank of China Ltd., Class H (b)		2,233,275		892
China Construction Bank Corp., Class H (a)		1,304,000		879
Huatai Securities Co. Ltd., Class H (c)		471,000		701
				3,077
Health Care (0.3%):
Shanghai Fosun Pharmaceutical Group Co. Ltd., Class H		161,500		601
Industrials (0.8%):
China Railway Group Ltd., Class H		1,591,000		985
COSCO SHIPPING Holdings Co. Ltd., Class H		392,650		551
				1,536

See notes to financial statements.

84

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Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.6%):
Anhui Conch Cement Co. Ltd., Class H		246,500	$	1,070
Utilities (0.4%):
China Longyuan Power Group Corp. Ltd., Class H		374,000		725
				14,290
Denmark (2.2%):
Consumer Discretionary (0.2%):
Pandora A/S		8,047		511
Health Care (1.4%):
Novo Nordisk A/S, Class B		23,256		2,580
Industrials (0.6%):
AP Moller — Maersk A/S, Class B		475		1,115
				4,206
Finland (0.7%):
Industrials (0.3%):
Metso Outotec Oyj		81,905		618
Information Technology (0.4%):
Nokia Oyj		133,433		619
				1,237
France (6.6%):
Communication Services (0.8%):
Publicis Groupe SA		18,426		906
Vivendi SE		51,517		526
				1,432
Consumer Discretionary (1.4%):
LVMH Moet Hennessy Louis Vuitton SE		4,248		2,603
Consumer Staples (0.7%):
Pernod Ricard SA		6,810		1,259
Financials (0.8%):
AXA SA		24,844		568
BNP Paribas SA		18,990		908
				1,476
Industrials (1.4%):
Cie de Saint-Gobain		19,477		841
Eiffage SA		6,593		596
Rexel SA		37,088		573
Teleperformance		1,861		575
				2,585
Information Technology (0.9%):
Capgemini SE		6,567		1,132
Edenred		12,740		604
				1,736

See notes to financial statements.

85

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Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (0.3%):
Arkema SA		7,407	$	662
Real Estate (0.3%):
Klepierre SA		27,268		528
				12,281
Germany (4.9%):
Communication Services (1.0%):
Deutsche Telekom AG		89,774		1,785
Consumer Discretionary (0.5%):
Mercedes-Benz Group AG		15,750		915
Energy (0.3%):
VERBIO Vereinigte BioEnergie AG		11,742		591
Financials (0.4%):
Hannover Rueck SE		5,263		767
Health Care (1.4%):
Bayer AG, Registered Shares		20,812		1,243
Merck KGaA		7,744		1,313
				2,556
Industrials (0.5%):
Deutsche Post AG, Registered Shares		27,036		1,021
Information Technology (0.6%):
Infineon Technologies AG		23,136		563
SAP SE		5,245		478
				1,041
Real Estate (0.2%):
LEG Immobilien SE		5,603		466
				9,142
Hong Kong (2.0%):
Consumer Discretionary (0.4%):
Chow Tai Fook Jewellery Group Ltd.		427,000		807
Consumer Staples (0.3%):
WH Group Ltd. (c)		824,500		638
Information Technology (0.8%):
Lenovo Group Ltd.		1,588,000		1,492
Real Estate (0.5%):
CK Asset Holdings Ltd.		121,895		866
				3,803
India (2.9%):
Energy (0.7%):
Reliance Industries Ltd. (b)		42,193		1,394

See notes to financial statements.

86

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Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (0.7%):
Angel One Ltd.		25,087	$	386
Canara Bank		387,198		893
				1,279
Information Technology (0.6%):
Mindtree Ltd.		13,525		497
Tata Consultancy Services Ltd.		13,601		565
				1,062
Materials (0.4%):
UPL Ltd.		102,771		825
Utilities (0.5%):
Power Grid Corp. of India Ltd.		318,853		858
				5,418
Indonesia (0.8%):
Communication Services (0.4%):
PT Sarana Menara Nusantara Tbk		9,781,200		723
Consumer Staples (0.4%):
PT Industri Jamu Dan Farmasi Sido Muncul Tbk		10,577,000		710
				1,433
Ireland (1.0%):
Health Care (0.5%):
ICON PLC (b)		4,208		912
Industrials (0.5%):
DCC PLC		14,259		887
				1,799
Israel (0.7%):
Financials (0.3%):
Bank Leumi Le-Israel BM		67,497		604
Information Technology (0.4%):
Nice Ltd. (b)		3,889		751
				1,355
Italy (1.3%):
Industrials (0.4%):
Leonardo SpA		75,301		764
Information Technology (0.2%):
Nexi SpA (a) (b) (c)		54,423		452
Utilities (0.7%):
Enel SpA		139,799		766
Iren SpA (b)		231,813		507
				1,273
				2,489

See notes to financial statements.

87

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Japan (14.1%):
Communication Services (1.0%):
Konami Holdings Corp.		10,000	$	554
Nippon Telegraph & Telephone Corp.		41,800		1,201
				1,755
Consumer Discretionary (2.2%):
Open House Group Co. Ltd.		15,200		605
Sony Group Corp.		24,900		2,031
Toyota Motor Corp.		98,800		1,525
				4,161
Consumer Staples (1.0%):
Ajinomoto Co., Inc.		33,300		812
Seven & i Holdings Co. Ltd.		27,300		1,060
				1,872
Financials (2.0%):
Mizuho Financial Group, Inc.		72,310		823
ORIX Corp.		75,600		1,267
Sumitomo Mitsui Financial Group, Inc.		31,125		925
Tokio Marine Holdings, Inc.		12,200		712
				3,727
Health Care (0.7%):
Hoya Corp.		6,700		573
Ono Pharmaceutical Co. Ltd.		27,200		699
				1,272
Industrials (4.0%):
AGC, Inc.		19,500		685
Fuji Electric Co. Ltd.		20,500		848
Hitachi Ltd.		23,600		1,123
ITOCHU Corp.		49,700		1,341
Komatsu Ltd.		34,500		768
Mitsui & Co. Ltd.		42,100		925
NIPPON EXPRESS HOLDINGS, Inc.		13,600		741
Nippon Yusen KK		14,500		995
				7,426
Information Technology (1.7%):
Canon, Inc.		25,400		576
Fujitsu Ltd.		7,400		926
Murata Manufacturing Co. Ltd.		12,100		659
Tokyo Electron Ltd.		3,200		1,044
				3,205
Materials (0.8%):
Shin-Etsu Chemical Co. Ltd.		6,300		708
Tosoh Corp.		57,400		714
				1,422

See notes to financial statements.

88

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (0.3%):
Mitsui Fudosan Co. Ltd.		29,500	$	634
Utilities (0.4%):
Osaka Gas Co. Ltd.		42,100		807
				26,281
Korea, Republic Of (3.6%):
Communication Services (0.7%):
Cheil Worldwide, Inc.		33,988		624
JYP Entertainment Corp.		18,216		678
				1,302
Consumer Discretionary (0.7%):
Kia Corp.		13,272		792
LG Electronics, Inc.		8,218		561
				1,353
Financials (0.4%):
Hana Financial Group, Inc.		21,285		647
Industrials (0.3%):
Samsung Engineering Co. Ltd. (b)		37,663		626
Information Technology (1.5%):
LG Innotek Co. Ltd.		5,100		1,353
Samsung Electronics Co. Ltd.		31,177		1,376
				2,729
				6,657
Luxembourg (0.7%):
Energy (0.4%):
Tenaris SA		56,126		721
Materials (0.3%):
ArcelorMittal SA		29,487		661
				1,382
Malaysia (0.9%):
Consumer Staples (0.3%):
Kuala Lumpur Kepong Bhd		109,200		543
Financials (0.6%):
RHB Bank Bhd		929,500		1,209
				1,752
Mexico (0.8%):
Communication Services (0.4%):
America Movil SAB de CV, Class L		652,934		667
Consumer Staples (0.4%):
Arca Continental SAB de CV		114,670		756
				1,423

See notes to financial statements.

89

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Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Netherlands (3.5%):
Consumer Staples (1.1%):
Heineken NV		8,225	$	749
Koninklijke Ahold Delhaize NV		49,154		1,279
				2,028
Financials (0.8%):
ING Groep NV		69,479		684
NN Group NV		17,768		805
				1,489
Health Care (0.4%):
QIAGEN NV (b)		15,684		737
Industrials (0.2%):
Signify NV (c)		14,226		469
Information Technology (1.0%):
ASM International NV		3,122		777
STMicroelectronics NV		32,984		1,043
				1,820
				6,543
Norway (1.4%):
Consumer Staples (0.3%):
Mowi ASA		27,580		631
Energy (0.7%):
Equinor ASA		18,961		661
Var Energi ASA		156,049		609
				1,270
Materials (0.4%):
Yara International ASA		18,166		762
				2,663
Russian Federation (0.0%): (d)
Consumer Staples (0.0%):
Magnit PJSC, GDR (e) (h)		36,370		—	(f)
Energy (0.0%):
LUKOIL PJSC, ADR (e) (h) (i) (j)		8,489		1
Financials (0.0%):
Sberbank of Russia PJSC (b) (e) (h) (i) (j)		220,230		1
				2
Saudi Arabia (0.8%):
Energy (0.3%):
Saudi Arabian Oil Co. (c)		55,985		579
Financials (0.5%):
Alinma Bank		109,658		980
				1,559

See notes to financial statements.

90

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Singapore (1.6%):
Consumer Staples (0.6%):
Wilmar International Ltd.		394,600	$	1,149
Financials (0.6%):
DBS Group Holdings Ltd.		53,000		1,134
Utilities (0.4%):
Sembcorp Industries Ltd.		329,800		677
				2,960
South Africa (0.6%):
Financials (0.3%):
Absa Group Ltd. (a)		60,454		577
Materials (0.3%):
Impala Platinum Holdings Ltd.		45,369		504
				1,081
Spain (2.1%):
Financials (0.8%):
Banco Santander SA		310,235		878
Bankinter SA		102,410		640
				1,518
Health Care (0.3%):
Laboratorios Farmaceuticos Rovi SA		10,671		654
Utilities (1.0%):
Corp. ACCIONA Energias Renovables SA		24,864		964
Iberdrola SA		83,227		866
				1,830
				4,002
Sweden (1.1%):
Industrials (0.7%):
Sandvik AB		39,912		651
Volvo AB, Class B		37,036		577
				1,228
Materials (0.4%):
Boliden AB		26,287		841
				2,069
Switzerland (7.2%):
Consumer Discretionary (0.5%):
Cie Financiere Richemont SA, Registered Shares		7,827		842
Consumer Staples (1.8%):
Coca-Cola HBC AG		35,497		791
Nestle SA, Registered Shares		22,790		2,664
				3,455

See notes to financial statements.

91

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Victory Trivalent International Fund-Core Equity Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (1.6%):
Julius Baer Group Ltd.		19,630	$	911
Swiss Life Holding AG		2,546		1,243
UBS Group AG		47,463		767
				2,921
Health Care (2.9%):
Alcon, Inc.		9,585		672
Novartis AG, Registered Shares		24,290		2,060
Roche Holding AG		7,997		2,674
				5,406
Materials (0.4%):
Holcim AG		17,247		740
				13,364
Taiwan (4.0%):
Financials (0.8%):
Chailease Holding Co. Ltd.		98,895		694
Fubon Financial Holding Co. Ltd.		397,839		800
				1,494
Health Care (0.5%):
Lotus Pharmaceutical Co. Ltd.		179,000		925
Information Technology (2.7%):
MediaTek, Inc.		34,000		746
Realtek Semiconductor Corp.		103,000		1,260
Taiwan Semiconductor Manufacturing Co. Ltd.		190,000		3,046
				5,052
				7,471
Thailand (0.5%):
Health Care (0.5%):
Chularat Hospital PCL		8,368,500		876
United Arab Emirates (0.4%):
Real Estate (0.4%):
Emaar Development PJSC (b)		636,237		737
United Kingdom (9.4%):
Communication Services (0.2%):
WPP PLC		46,586		471
Consumer Discretionary (1.5%):
Barratt Developments PLC		83,188		465
JD Sports Fashion PLC (b)		590,213		832
Stellantis NV		126,988		1,576
				2,873
Consumer Staples (0.6%):
Tesco PLC		345,462		1,076

See notes to financial statements.

92

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energy (1.1%):
BP PLC		292,685	$	1,374
Harbour Energy PLC		142,991		635
				2,009
Financials (2.1%):
3i Group PLC		94,348		1,279
Barclays PLC		355,627		665
Legal & General Group PLC		201,307		588
Standard Chartered PLC		182,555		1,378
				3,910
Health Care (1.1%):
AstraZeneca PLC		15,133		1,996
Industrials (1.1%):
Ashtead Group PLC		13,728		578
Electrocomponents PLC		57,090		607
Ferguson PLC		6,991		783
				1,968
Materials (1.0%):
Anglo American PLC		53,198		1,901
Real Estate (0.3%):
Safestore Holdings PLC		46,679		604
Utilities (0.4%):
Drax Group PLC		92,977		730
				17,538
Total Common Stocks (Cost $191,666)				180,659
Exchange-Traded Funds (1.5%)
United States (1.5%):
iShares Core MSCI EAFE ETF		38,141		2,245
iShares Core MSCI Emerging Markets ETF		11,829		580
Total Exchange-Traded Funds (Cost $3,437)				2,825
Collateral for Securities Loaned (1.9%)^
United States (1.9%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (g)		107,682		108
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (g)		53,738		54
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (g)		670,226		670
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (g)		428,494		428
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (g)		285,757		286

See notes to financial statements.

93

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (g)		1,926,491	$	1,926
Total Collateral for Securities Loaned (Cost $3,472)				3,472
Total Investments (Cost $198,575) — 100.2%				186,956
Liabilities in excess of other assets — (0.2)%				(325	)
NET ASSETS — 100.00%			$	186,631

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $2,839 (thousands) and amounted to 1.5% of net assets.

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

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

(f)  Rounds to less than $1 thousand.

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

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

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

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

Security Name	Acquisition Date	Cost
LUKOIL PJSC, ADR	8/21/2019	$	729
Sberbank of Russia PJSC, ADR	12/9/2016		752

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

94

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.2%)
Australia (7.2%):
Communication Services (0.3%):
Nine Entertainment Co. Holdings Ltd.		7,017,220	$	8,874
Consumer Discretionary (0.7%):
JB Hi-Fi Ltd.		368,935		9,810
Super Retail Group Ltd.		1,200,198		7,048
				16,858
Consumer Staples (0.7%):
Elders Ltd.		2,006,327		17,463
Energy (0.7%):
Beach Energy Ltd.		16,041,275		19,102
Financials (0.7%):
Bank of Queensland Ltd.		2,250,398		10,377
Pendal Group Ltd.		2,451,696		7,500
				17,877
Industrials (0.3%):
Seven Group Holdings Ltd. (a)		771,004		8,862
Information Technology (0.5%):
Technology One Ltd.		1,567,348		11,620
Materials (2.4%):
Allkem, Ltd. (b)		3,279,539		23,452
CSR Ltd.		2,350,884		6,607
Iluka Resources Ltd.		1,863,774		12,155
Incitec Pivot, Ltd.		4,922,198		11,325
OZ Minerals Ltd.		615,026		7,559
				61,098
Real Estate (0.9%):
Charter Hall Group		1,417,885		10,633
Shopping Centres Australasia Property Group		6,401,780		12,193
				22,826
				184,580
Canada (9.8%):
Consumer Discretionary (1.1%):
AutoCanada, Inc. (b)		360,563		6,881
BRP, Inc. (a)		349,569		21,517
				28,398
Energy (2.4%):
ARC Resources Ltd. (a)		2,235,175		28,187
Headwater Exploration, Inc. (a) (b)		1,786,082		7,508
Parex Resources, Inc. (a)		967,306		16,385
Vermilion Energy, Inc.		442,004		8,414
				60,494

See notes to financial statements.

95

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (0.8%):
Element Fleet Management Corp.		1,177,448	$	12,278
Laurentian Bank of Canada		268,285		8,063
				20,341
Industrials (1.4%):
ATS Automation Tooling Systems, Inc. (b)		587,973		16,150
Ballard Power Systems, Inc. (a) (b)		300,676		1,899
Finning International, Inc.		846,695		17,822
				35,871
Information Technology (0.9%):
Celestica, Inc. (b)		1,341,380		13,049
The Descartes Systems Group, Inc. (b)		181,562		11,284
				24,333
Materials (1.8%):
Aginco Eagle Mines Ltd.		1		—	(c)
Canfor Corp. (b)		487,505		8,504
Dundee Precious Metals, Inc.		1,721,287		8,573
Methanex Corp. (a)		300,208		11,470
OceanaGold Corp. (b)		1,324,358		2,542
Stella-Jones, Inc.		311,660		7,870
Yamana Gold, Inc.		1,581,632		7,361
				46,320
Real Estate (1.2%):
Boardwalk Real Estate Invest (a)		416,291		13,547
Tricon Residential, Inc.		1,630,331		16,531
				30,078
Utilities (0.2%):
TransAlta Corp.		446,560		5,097
				250,932
Denmark (0.4%):
Financials (0.4%):
Jyske Bank A/S, Registered Shares (b)		226,771		11,179
Finland (1.1%):
Industrials (0.6%):
Valmet Oyj		633,704		15,614
Information Technology (0.5%):
TietoEVRY Oyj		464,812		11,519
				27,133
France (8.1%):
Communication Services (0.3%):
Criteo SA, ADR (b)		337,989		8,247

See notes to financial statements.

96

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Victory Trivalent International Small-Cap Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Discretionary (0.8%):
Faurecia SE (a)		493,385	$	9,886
La Francaise des Jeux SAEM (d)		301,315		10,462
				20,348
Energy (0.7%):
Vallourec SA (b)		1,579,772		18,934
Health Care (0.3%):
Ipsen SA		71,885		6,805
Industrials (2.9%):
Eiffage SA		244,797		22,141
Elis SA		910,969		12,187
Nexans SA		148,672		11,581
Rexel SA		907,944		14,028
SPIE SA		653,750		14,265
				74,202
Information Technology (1.6%):
Edenred		220,744		10,455
SOITEC (b)		92,520		13,288
Sopra Steria Group		110,204		16,571
				40,314
Materials (0.4%):
Arkema SA		119,355		10,675
Real Estate (1.1%):
Klepierre SA		911,353		17,634
Nexity SA		391,216		10,503
				28,137
				207,662
Germany (7.8%):
Communication Services (1.4%):
Freenet AG		539,417		13,450
ProSiebenSat.1 Media SE		1,080,134		10,045
United Internet AG, Registered Shares		406,519		11,651
				35,146
Consumer Discretionary (0.4%):
Hugo Boss AG		192,692		10,202
Energy (0.2%):
VERBIO Vereinigte BioEnergie AG		120,144		6,052
Financials (0.9%):
Deutsche Pfandbriefbank AG (d)		1,393,259		12,583
DWS Group GmbH & Co. KGaA (d)		351,007		9,253
				21,836

See notes to financial statements.

97

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (0.7%):
Dermapharm Holding SE		140,411	$	6,996
Gerresheimer AG (a)		182,284		11,906
				18,902
Industrials (1.7%):
GEA Group AG		344,397		11,938
Rheinmetall AG		134,261		30,978
				42,916
Information Technology (0.9%):
AIXTRON SE		462,308		11,807
Bechtle AG		278,670		11,445
				23,252
Materials (1.3%):
Aurubis AG		150,499		10,268
K+S AG, Registered Shares		559,078		13,605
LANXESS AG		250,831		9,052
				32,925
Real Estate (0.3%):
TAG Immobilien AG		650,266		7,444
				198,675
Gibraltar (0.4%):
Consumer Discretionary (0.4%):
888 Holdings PLC (a)		4,369,668		8,920
Hong Kong (2.0%):
Health Care (0.2%):
The United Laboratories International Holdings Ltd.		8,992,000		5,350
Industrials (1.0%):
LK Technology Holdings Ltd.		8,270,000		15,876
Pacific Basin Shipping Ltd.		28,275,000		10,871
				26,747
Information Technology (0.4%):
ASM Pacific Technology Ltd.		1,131,300		9,629
Real Estate (0.4%):
Hysan Development Co. Ltd.		3,316,000		10,004
				51,730
Ireland (1.6%):
Consumer Discretionary (0.4%):
Dalata Hotel Group PLC (b)		2,609,879		9,518
Consumer Staples (0.4%):
Glanbia PLC		1,063,739		11,548
Financials (0.8%):
Bank of Ireland Group PLC		3,153,743		19,931
				40,997

See notes to financial statements.

98

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Israel (1.2%):
Communication Services (0.6%):
Perion Network Ltd. (a) (b)		816,600	$	14,846
Health Care (0.3%):
Inmode Ltd. (b)		394,667		8,844
Information Technology (0.3%):
Radware Ltd. (b)		330,816		7,169
				30,859
Italy (1.9%):
Financials (0.4%):
Banco Bpm SpA		3,314,321		9,460
Information Technology (0.7%):
Reply SpA		136,175		16,563
Materials (0.4%):
Buzzi Unicem SpA (a)		605,988		9,946
Utilities (0.4%):
Iren SpA (b)		5,053,825		11,056
				47,025
Japan (19.6%):
Communication Services (1.3%):
Gungho Online Entertainment, Inc.		564,800		10,022
Internet Initiative Japan, Inc.		660,100		23,137
				33,159
Consumer Discretionary (3.8%):
ASKUL Corp.		694,000		8,296
Komeri Co. Ltd.		422,800		8,223
Open House Group Co. Ltd.		486,100		19,352
Resorttrust, Inc.		620,400		10,162
Sankyo Co. Ltd.		308,500		9,334
Shimamura Co. Ltd.		129,700		11,398
Sumitomo Forestry Co. Ltd.		771,000		10,967
Tokyotokeiba Co. Ltd.		203,200		5,889
Toyo Tire Corp.		1,013,000		12,664
				96,285
Consumer Staples (1.0%):
Morinaga Milk Industry Co. Ltd.		206,300		7,389
Nippon Suisan Kaisha Ltd.		2,587,500		10,941
Valor Holdings Co. Ltd.		484,700		6,528
				24,858
Financials (0.6%):
North Pacific Bank Ltd.		3,723,300		6,131
Zenkoku Hosho Co. Ltd.		341,700		10,734
				16,865

See notes to financial statements.

99

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(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (1.8%):
Eiken Chemical Co. Ltd.		651,200	$	8,587
Jeol Ltd.		176,500		6,832
Miraca Holdings, Inc.		569,400		12,383
Sawai Group Holdings Co. Ltd.		270,800		8,214
Suzuken Co. Ltd.		341,600		9,630
				45,646
Industrials (5.1%):
BayCurrent Consulting, Inc.		51,800		13,851
CKD Corp.		694,300		8,873
Daihen Corp.		285,800		8,868
Dmg Mori Co. Ltd. (a)		585,300		7,281
Ebara Corp.		200,600		7,497
Fujikura Ltd.		1,389,400		7,871
FULLCAST Holdings Co. Ltd.		479,800		7,687
Infroneer Holdings, Inc.		1,187,500		8,441
Kumagai Gumi Co. Ltd.		401,200		8,125
Outsourcing, Inc.		885,700		6,775
Sankyu, Inc.		257,700		7,420
Sanwa Holdings Corp.		991,900		9,500
Takeuchi Manufacturing Co. Ltd.		500,600		8,592
TechnoPro Holdings, Inc.		431,200		8,657
Ushio, Inc.		821,600		10,177
				129,615
Information Technology (3.1%):
Fuji Soft, Inc.		192,200		11,041
NEC Networks & System Integration Corp.		756,600		10,249
Nippon Electric Glass Co. Ltd. (a)		771,000		14,769
Shinko Electric Industries Co. Ltd.		833,000		21,518
Taiyo Yuden Co. Ltd.		342,100		11,659
Tokyo Seimitsu Co. Ltd.		276,900		9,129
				78,365
Materials (1.3%):
Kaneka Corp.		354,000		8,720
Rengo Co. Ltd.		1,893,500		10,290
Tokyo Ohka Kogyo Co. Ltd.		148,800		7,284
Zeon Corp.		667,600		6,477
				32,771
Real Estate (1.3%):
Invincible Investment Corp.		25,966		7,650
Kenedix Office Investment Corp.		1,623		8,164
Nippon Accommodations Fund, Inc.		2,010		10,114
Starts Corp., Inc.		373,100		7,652
				33,580
Utilities (0.3%):
West Holdings Corp. (a)		295,100		7,914
				499,058

See notes to financial statements.

100

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Korea, Republic Of (5.1%):
Communication Services (0.4%):
JYP Entertainment Corp.		267,119	$	9,943
Consumer Discretionary (0.5%):
Coway Co. Ltd.		149,049		7,376
Youngone Corp.		220,380		6,544
				13,920
Consumer Staples (0.6%):
Cosmax, Inc.		86,746		3,782
Lotte Chilsung Beverage Co., Ltd.		83,269		11,267
				15,049
Health Care (0.8%):
Dentium Co. Ltd.		52,743		3,480
Osstem Implant Co. Ltd.		116,286		8,997
PharmaResearch Co. Ltd.		138,311		7,194
				19,671
Industrials (0.8%):
KCC Corp.		31,277		6,941
Samsung Engineering Co. Ltd. (b)		811,194		13,486
				20,427
Information Technology (1.6%):
Daeduck Electronics Co. Ltd.		152,137		3,075
LEENO Industrial, Inc.		82,026		8,230
LG Innotek Co. Ltd.		53,677		14,241
LX Semicon Co. Ltd.		122,601		9,101
Partron Co. Ltd.		1,080,299		7,060
				41,707
Materials (0.4%):
LOTTE Fine Chemical Co. Ltd.		174,975		8,863
				129,580
Netherlands (4.0%):
Financials (1.2%):
ASR Nederland NV		454,546		18,323
Euronext NV (d)		139,385		11,430
				29,753
Health Care (0.8%):
Argenx SE, ADR (b)		51,601		19,550
Industrials (1.7%):
Aalberts NV		278,269		10,805
Fugro NV (b)		1,235,097		15,544
Signify NV (d)		509,901		16,819
				43,168

See notes to financial statements.

101

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (0.3%):
BE Semiconductor Industries NV		172,542	$	8,244
				100,715
Norway (0.3%):
Financials (0.3%):
Sparebanken Vest		891,977		7,972
Singapore (1.2%):
Real Estate (0.6%):
Frasers Logistics & Commercial Trust		14,328,800		13,729
Utilities (0.6%):
Sembcorp Industries Ltd.		7,902,500		16,224
				29,953
Spain (3.6%):
Financials (0.8%):
Bankinter SA		3,145,294		19,671
Health Care (0.7%):
Laboratorios Farmaceuticos Rovi SA		296,829		18,177
Industrials (0.8%):
Applus Services SA		1,125,751		7,799
Cia de Distribucion Integral Logista Holdings SA		636,621		12,473
				20,272
Materials (0.5%):
Acerinox SA (b)		1,290,284		12,526
Real Estate (0.4%):
Merlin Properties Socimi SA		1,057,985		10,244
Utilities (0.4%):
Acciona SA		—		—
Corp. ACCIONA Energias Renovables SA (a)		274,825		10,655
				10,655
				91,545
Sweden (2.1%):
Consumer Discretionary (0.2%):
Dometic Group AB (a) (d)		1,025,590		6,053
Industrials (1.2%):
Intrum AB (a)		507,505		9,713
Saab AB, Class B		218,145		9,026
Trelleborg AB, Class B		523,275		10,593
				29,332

See notes to financial statements.

102

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (0.7%):
Cibus Nordic Real Estate AB		473,125	$	7,326
Wihlborgs Fastigheter AB		1,585,111		11,095
				18,421
				53,806
Switzerland (5.4%):
Consumer Discretionary (0.3%):
Forbo Holding AG, Registered Shares		6,629		8,859
Financials (1.6%):
Julius Baer Group Ltd.		292,831		13,587
Swissquote Group Holding SA, Registered Shares		85,165		8,688
Vontobel Holding AG, Class R		259,758		18,254
				40,529
Health Care (1.5%):
Galenica AG (d)		227,425		17,498
Siegfried Holding AG		14,318		9,171
Tecan Group AG, Class R		36,715		10,692
				37,361
Industrials (1.2%):
Adecco Group AG		221,217		7,541
Bucher Industries AG, Registered Shares		40,632		14,185
Sulzer AG, Registered Shares		167,522		10,444
				32,170
Real Estate (0.8%):
PSP Swiss Property AG, Registered Shares		176,374		19,640
				138,559
United Kingdom (13.4%):
Communication Services (0.8%):
Airtel Africa PLC (d)		6,061,483		10,068
Future PLC		551,159		11,661
				21,729
Consumer Discretionary (2.1%):
Inchcape PLC		1,568,705		13,329
Marks & Spencer Group PLC (b)		6,142,049		10,188
Pets at Home Group PLC		2,220,263		8,355
Redrow PLC		2,091,674		12,486
Vistry Group PLC		1,027,700		10,466
				54,824
Consumer Staples (0.8%):
Cranswick PLC		275,217		10,305
Tate Lyle PLC		1,070,792		9,811
				20,116
Energy (0.5%):
Capricorn Energy PLC (b)		4,765,808		12,667

See notes to financial statements.

103

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (1.7%):
IG Group Holdings PLC		1,243,623	$	10,495
Man Group PLC		3,604,341		11,001
OSB Group PLC		2,468,392		14,504
Virgin Money UK PLC		3,919,612		6,279
				42,279
Health Care (0.8%):
Abcam PLC (b)		722,796		10,387
CVS Group PLC		477,516		9,651
				20,038
Industrials (2.4%):
easyJet PLC (b)		2,221,862		9,978
Electrocomponents PLC		1,154,784		12,281
IMI PLC		1,011,292		14,502
Serco Group PLC		7,797,384		16,535
Travis Perkins PLC		606,174		7,184
				60,480
Information Technology (1.4%):
Computacenter PLC		645,913		18,494
Micro Focus International PLC		2,085,069		7,094
Spirent Communications PLC		3,535,258		10,619
				36,207
Materials (0.3%):
Endeavour Mining PLC (a)		366,976		7,593
Real Estate (1.8%):
LondonMetric Property PLC		4,480,581		12,450
Safestore Holdings PLC		1,387,201		17,959
Savills PLC		713,599		8,797
Tritax Big Box REIT PLC		3,445,343		7,634
				46,840
Utilities (0.8%):
Atlantica Sustainable Infrastructure PLC		306,556		9,889
Drax Group PLC		1,294,292		10,158
				20,047
				342,820
United States (1.0%):
Consumer Discretionary (0.4%):
International Game Technology PLC (a)		562,283		10,436
Industrials (0.3%):
Reliance Worldwide Corp. Ltd.		3,143,502		8,783
Materials (0.3%):
SSR Mining, Inc.		410,618		6,859
				26,078
Total Common Stocks (Cost $2,694,613)				2,479,778

See notes to financial statements.

104

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Exchange-Traded Funds (0.8%)
United States (0.8%):
Vanguard FTSE Developed Markets ETF		461,604	$	18,834
Total Exchange-Traded Funds (Cost $20,015)				18,834
Collateral for Securities Loaned (5.0%)^
United States (5.0%):
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 1.47% (e)		3,959,392		3,959
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (e)		1,975,932		1,976
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (e)		24,643,852		24,644
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (e)		15,755,469		15,755
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (e)		10,507,120		10,507
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (e)		70,839,664		70,840
Total Collateral for Securities Loaned (Cost $127,681)				127,681
Total Investments (Cost $2,842,309) — 103.0%				2,626,293
Liabilities in excess of other assets — (3.0)%				(75,741	)
NET ASSETS — 100.00%			$	2,550,552

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rounds to less than $1 thousand.

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $94,166 (thousands) and amounted to 3.7% of net assets.

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

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

105

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (4.8%)
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 12/15/23 @ 100 (a)	$	298	$	291
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 12/16/24 @ 100 (a)		245		228
Home Equity Asset Trust, Series 2005-2, Class M5, 2.10% (LIBOR01M+110bps), 7/25/35, Callable 7/25/22 @ 100 (b)		111		111
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable 3/25/25 @ 100 (c)		155		150
Santander Drive Auto Receivables Trust, Series 2021-4, Class C, 1.26%, 2/16/27, Callable 6/15/24 @ 100 (a)		283		271
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 4/20/24 @ 100 (a) (c)		674		639
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 6/10/25 @ 100 (a) (c)		231		223
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 6/15/24 @ 100 (a) (c)		332		319
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 9/15/24 @ 100 (a) (c)		337		319
Westlake Automobile Receivables Trust, Series 2022-1A, Class C, 3.11%, 3/15/27, Callable 8/15/25 @ 100 (a) (c)		310		303
Total Asset-Backed Securities (Cost $2,972)				2,854
Collateralized Mortgage Obligations (7.8%)
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100 (a)		290		251
CFCRE Commercial Mortgage Trust, Series 2016-C3, Class A2, 3.60%, 1/10/48, Callable 11/10/25 @ 100		158		153
CFCRE Commercial Mortgage Trust, Series 2016-C4, Class A2, 3.28%, 5/10/58		163		157
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53, Callable 2/15/30 @ 100 (a)		257		225
Citigroup Commercial Mortgage Trust, Series 2016-P4, Class A4, 2.90%, 7/10/49, Callable 7/10/26 @ 100 (a)		244		232
Citigroup Commercial Mortgage Trust, Series 2015-GC33, Class A4, 3.78%, 9/10/58, Callable 9/10/25 @ 100		143		142
Citigroup Commercial Mortgage Trust, Series 2015-P1, Class A5, 3.72%, 9/15/48, Callable 7/15/25 @ 100 (a)		158		156
COMM Mortgage Trust, Series 2015-CR25, Class A4, 3.76%, 8/10/48, Callable 8/10/25 @ 100 (a)		186		183
CSAIL Commercial Mortgage Trust, Series 2015-C2, Class A4, 3.50%, 6/15/57, Callable 4/15/25 @ 100 (a)		212		208
CSAIL Commercial Mortgage Trust, Series 2015-C3, Class A4, 3.72%, 8/15/48, Callable 7/15/25 @ 100 (a)		348		342
CSAIL Commercial Mortgage Trust, Series 2015-C4, Class A4, 3.81%, 11/15/48 (a)		158		155
CSAIL Commercial Mortgage Trust, Series 2016-C7, Class A5, 3.50%, 11/15/49, Callable 10/15/26 @ 100		137		133
GS Mortgage Securities Trust, Series 2015-GC30, Class A4, 3.38%, 5/10/50, Callable 5/10/25 @ 100 (a)		162		159

See notes to financial statements.

106

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(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
GS Mortgage Securities Trust, Series 2016-GS2, Class A4, 3.05%, 5/10/49, Callable 2/10/26 @ 100 (a)	$	162	$	155
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2016-JP2, Class A4, 2.82%, 8/15/49, Callable 7/15/26 @ 100 (a)		376		356
JPMBB Commercial Mortgage Securities Trust, Series 2015-C28, Class A4, 3.23%, 10/15/48, Callable 3/15/25 @ 100 (a)		453		417
JPMBB Commercial Mortgage Securities Trust, Series 2015-C31, Class A3, 3.80%, 8/15/48, Callable 8/15/25 @ 100 (a)		152		150
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2016-C32, Class A4, 3.72%, 12/15/49, Callable 12/15/26 @ 100 (a)		158		154
Wells Fargo Commercial Mortgage Trust, Series 2016-NXS6, Class A4, 2.92%, 11/15/49, Callable 9/15/26 @ 100		149		142
Wells Fargo Commercial Mortgage Trust, Series 2015-C28, Class A4, 3.54%, 5/15/48, Callable 4/15/25 @ 100 (a)		193		189
Wells Fargo Commercial Mortgage Trust, Series 2015-P2, Class A4, 3.81%, 12/15/48, Callable 11/15/25 @ 100 (a)		163		161
Wells Fargo Commercial Mortgage Trust, Series 2015-C30, Class A4, 3.66%, 9/15/58, Callable 7/15/25 @ 100 (a)		181		178
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class A5, 3.24%, 12/15/45, Callable 12/15/22 @ 100		270		266
Total Collateralized Mortgage Obligations (Cost $4,953)				4,664
Convertible Corporate Bonds (7.0%)
Consumer Discretionary (1.2%):
Booking Holdings, Inc., 0.75%, 5/1/25 (a) (d)		305		362
Expedia Group, Inc., 2/15/26 (a) (d) (e)		300		271
Ford Motor Co., 3/15/26 (e)		95		87
				720
Energy (0.6%):
Pioneer Natural Resources Co., 0.25%, 5/15/25 (a)		185		400
Financials (1.6%):
Ares Capital Corp., 4.63%, 3/1/24 (a)		345		359
Barclays Bank PLC 2/4/25 (a) (e)		110		150
2/18/25 (e)		65		68
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a) (c)		265		276
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22		90		94
				947
Health Care (1.0%):
Anthem, Inc., 2.75%, 10/15/42 (a)		53		363
Illumina, Inc., 8/15/23 (a) (e)		280		268
				631
Industrials (0.6%):
Southwest Airlines Co., 1.25%, 5/1/25 (a)		300		355
Information Technology (1.7%):
Akamai Technologies, Inc., 0.13%, 5/1/25 (a)		130		143
Block, Inc., 0.25%, 11/1/27		55		41

See notes to financial statements.

107

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (a) (d)	$	315	$	323
Vishay Intertechnology, Inc., 2.25%, 6/15/25		105		99
Western Digital Corp., 1.50%, 2/1/24 (a)		430		409
				1,015
Real Estate (0.3%):
Kite Realty Group LP, 0.75%, 4/1/27 (a) (c)		185		167
Total Convertible Corporate Bonds (Cost $4,219)				4,235
Convertible Preferred Stocks (3.4%)
Financials (1.4%):
Bank of America Corp., Series L, 7.25% (a) (f)		280		337
KKR & Co., Inc., Series C, 6.00%, 9/15/23 (a)		2,570		150
Wells Fargo & Co., Series L, 7.50% (a) (f)		245		298
				785
Health Care (0.1%):
Danaher Corp., Series B, 5.00%, 4/15/23		39		52
Industrials (0.3%):
Stanley Black & Decker, Inc., 5.25%, 11/15/22 (a)		3,047		205
Utilities (1.6%):
American Electric Power Co., Inc., 6.13%, 8/15/23		1,615		88
CenterPoint Energy, Inc., 4.57%, 9/15/29		1,045		48
DTE Energy Co., 6.25%, 11/1/22 (a)		4,475		230
NextEra Energy, Inc., 5.28%, 3/1/23 (a)		7,295		362
NiSource, Inc., 7.75%, 3/1/24		210		24
The Southern Co., Series 2019, 6.75%, 8/1/22 (a)		5,037		267
				1,019
Total Convertible Preferred Stocks (Cost $2,326)				2,061
Corporate Bonds (39.3%)
Communication Services (1.7%):
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)	$	129		129
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a)		312		308
CenturyLink, Inc., 6.75%, 12/1/23		115		114
Comcast Corp., 3.45%, 2/1/50, Callable 8/1/49 @ 100 (a)		150		120
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a) (c)		143		119
Verizon Communications, Inc. 3.38%, 2/15/25 (a)		116		115
3.55%, 3/22/51, Callable 9/22/50 @ 100 (a)		125		100
				1,005
Consumer Discretionary (5.3%):
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 (a)		670		640
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81		110		95
General Motors Co., 4.88%, 10/2/23 (a)		229		231
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100 (a)		212		210

See notes to financial statements.

108

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 (a)	$	326	$	323
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100		63		61
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a) (c)		201		171
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 (a)		198		182
NVR, Inc., 3.00%, 5/15/30, Callable 11/15/29 @ 100 (a)		267		229
O'Reilly Automotive, Inc., 4.70%, 6/15/32, Callable 3/15/32 @ 100 (d)		199		198
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (a) (d)		240		240
Ross Stores, Inc., 3.38%, 9/15/24, Callable 6/15/24 @ 100 (a)		160		158
The Goodyear Tire Rubber Co., 5.25%, 4/30/31, Callable 1/30/31 @ 100 (a) (d)		188		153
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100 (a)		185		154
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100 (a)		171		145
				3,190
Consumer Staples (1.8%):
7-Eleven, Inc., 0.80%, 2/10/24, Callable 8/8/22 @ 100 (a) (c)		368		349
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)		105		103
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100 (a)		167		138
Church & Dwight Co., Inc., 2.30%, 12/15/31, Callable 9/15/31 @ 100		139		117
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (a)		105		98
Reynolds American, Inc., 6.15%, 9/15/43 (a)		175		159
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100		135		136
				1,100
Energy (2.9%):
Continental Resources, Inc. 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)		234		235
2.27%, 11/15/26, Callable 11/15/23 @ 100 (a) (c)		267		237
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 (a)		135		140
HollyFrontier Corp., 2.63%, 10/1/23 (a)		265		257
Marathon Oil Corp., 6.60%, 10/1/37 (a)		255		270
Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100 (a)		251		205
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a)		245		243
Western Midstream Operating LP, 4.55%, 2/1/30, Callable 11/1/29 @ 100 (a)		188		163
				1,750
Financials (11.4%):
Aflac, Inc., 4.75%, 1/15/49, Callable 7/15/48 @ 100		35		34
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100 (a)		130		122
American Express Co., 4.99% (SOFR+226bps), 5/26/33, Callable 2/26/32 @ 100 (b)		299		299
Bank of America Corp. 4.20%, 8/26/24 (a)		160		160
3.25%, 10/21/27, Callable 10/21/26 @ 100 (a)		205		193
2.57% (SOFR+121bps), 10/20/32, Callable 10/20/31 @ 100 (a) (b)		340		281
Capital One Financial Corp. 4.93% (SOFR+206bps), 5/10/28, Callable 5/10/27 @ 100 (b)		174		172
2.36% (SOFR+134bps), 7/29/32, Callable 7/29/31 @ 100 (a) (b)		395		301
Cincinnati Financial Corp., 6.13%, 11/1/34 (a)		230		261

See notes to financial statements.

109

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Citigroup, Inc. 3.88%, 3/26/25	$	108	$	107
4.60%, 3/9/26 (a)		232		233
4.45%, 9/29/27 (a)		108		106
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100		130		128
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)		584		582
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100 (a)		290		276
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100		110		110
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100 (a)		250		205
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (a)		425		406
2.55% (SOFR+118bps), 11/8/32, Callable 11/8/31 @ 100 (a) (b)		376		312
5.60%, 7/15/41		87		91
Morgan Stanley 4.88%, 11/1/22 (a)		303		306
3.13%, 7/27/26, MTN (a)		545		520
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100		104		78
Regions Financial Corp., 1.80%, 8/12/28, Callable 6/12/28 @ 100 (a)		228		194
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100 (a)		373		321
The Goldman Sachs Group, Inc., 3.50%, 1/23/25, Callable 10/23/24 @ 100		275		272
Wells Fargo & Co. 4.30%, 7/22/27, MTN (a)		410		405
4.90%, 11/17/45 (a)		155		143
Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100		250		218
				6,836
Health Care (4.4%):
AbbVie, Inc. 3.20%, 11/21/29, Callable 8/21/29 @ 100 (a)		285		262
4.45%, 5/14/46, Callable 11/14/45 @ 100 (a)		142		129
Anthem, Inc., 2.38%, 1/15/25, Callable 12/15/24 @ 100 (a)		148		143
Baxter International, Inc. 2.54%, 2/1/32, Callable 11/1/31 @ 100 (a) (c) (d)		390		329
3.50%, 8/15/46, Callable 2/15/46 @ 100		109		85
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 (a)		168		157
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100 (a)		193		176
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (a) (c)		260		222
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (a)		135		135
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100 (a)		262		250
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100		146		99
Universal Health Services, Inc. 1.65%, 9/1/26, Callable 8/1/26 @ 100 (a) (c)		394		341
2.65%, 10/15/30, Callable 7/15/30 @ 100 (c)		102		81
Viatris, Inc. 2.30%, 6/22/27, Callable 4/22/27 @ 100		95		81
4.00%, 6/22/50, Callable 12/22/49 @ 100 (a)		190		127
				2,617
Industrials (3.4%):
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100		107		85

See notes to financial statements.

110

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Air Lease Corp. 0.70%, 2/15/24, Callable 1/15/24 @ 100, MTN (a)	$	282	$	266
0.80%, 8/18/24, Callable 7/18/24 @ 100 (a)		146		134
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100 (a)		92		72
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a)		275		274
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (a)		420		397
Honeywell International, Inc., 2.80%, 6/1/50, Callable 12/1/49 @ 100		82		63
Norfolk Southern Corp. 2.30%, 5/15/31, Callable 2/15/31 @ 100		239		204
2.90%, 8/25/51, Callable 2/25/51 @ 100		125		90
Northrop Grumman Corp., 5.25%, 5/1/50, Callable 11/1/49 @ 100 (a)		116		122
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100 (a)		140		120
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (c)		130		104
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 (a)		115		105
				2,036
Information Technology (3.1%):
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 (a)		117		121
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100 (a)		315		310
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a)		342		345
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (a)		394		393
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (c)		87		75
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100 (a)		150		150
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100 (a)		160		154
Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100		287		190
Western Digital Corp., 2.85%, 2/1/29, Callable 12/1/28 @ 100		147		120
				1,858
Materials (0.4%):
Newmont Corp., 2.60%, 7/15/32, Callable 4/15/32 @ 100		104		86
The Scotts Miracle-Gro Co., 4.50%, 10/15/29, Callable 10/15/24 @ 102.25 (a)		188		154
				240
Real Estate (3.4%):
Essential Properties LP, 2.95%, 7/15/31, Callable 4/15/31 @ 100		131		103
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (a)		630		630
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (c)		108		94
Kite Realty Group Trust, 4.00%, 3/15/25, Callable 12/15/24 @ 100 (a)		339		332
Physicians Realty LP 3.95%, 1/15/28, Callable 10/15/27 @ 100 (a)		138		131
2.63%, 11/1/31, Callable 8/1/31 @ 100		128		103
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100		114		102
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100 (a)		145		141
Spirit Realty LP, 3.20%, 1/15/27, Callable 11/15/26 @ 100 (d)		266		245
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100 (a)		184		151
				2,032
Utilities (1.5%):
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100 (a)		225		183
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37		250		282
Oklahoma Gas and Electric Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 (a)		190		189

See notes to financial statements.

111

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Public Service Electric & Gas Co., 3.95%, 5/1/42, MTN, Callable 11/1/41 @ 100 (a)	$	159	$	144
Wisconsin Public Service Corp., 2.85%, 12/1/51, Callable 6/1/51 @ 100		174		126
				924
Total Corporate Bonds (Cost $26,382)				23,588
Residential Mortgage-Backed Securities (0.1%)
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 2.94% (LIBOR01M+132bps), 10/25/32, Callable 7/25/22 @ 100 (b)		77		77
Total Residential Mortgage-Backed Securities (Cost $76)				77
Yankee Dollars (7.0%)
Communication Services (0.3%):
Vodafone Group PLC, 5.25%, 5/30/48 (a)		193		184
Consumer Staples (2.5%):
Barry Callebaut Services NV, 5.50%, 6/15/23 (c)		638		641
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (c)		670		668
Suntory Holdings Ltd., 2.25%, 10/16/24, Callable 9/16/24 @ 100 (a) (c)		200		190
				1,499
Energy (0.9%):
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100		140		140
Ecopetrol SA, 5.88%, 9/18/23 (a)		325		325
Statoil ASA, 3.95%, 5/15/43		100		89
				554
Financials (1.1%):
HSBC Holdings PLC, 2.87% (SOFR+141bps), 11/22/32, Callable 11/22/31 @ 100 (a) (b)		340		279
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (c)		155		153
4.20%, 5/13/50, Callable 11/13/49 @ 100 (c)		110		90
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 (a)		195		154
				676
Industrials (1.0%):
AerCap Ireland Capital DAC/AerCap Global Aviation Trust 6.50%, 7/15/25, Callable 6/15/25 @ 100 (a)		150		153
1.75%, 1/30/26, Callable 12/30/25 @ 100		150		131
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 (a)		85		66
Canadian Pacific Railway Co., 3.10%, 12/2/51, Callable 6/2/51 @ 100		92		68
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (c)		200		170
				588
Materials (1.1%):
Anglo American Capital PLC 2.88%, 3/17/31, Callable 12/17/30 @ 100 (a) (c)		300		250
3.95%, 9/10/50, Callable 3/10/50 @ 100 (c) (d)		200		154

See notes to financial statements.

112

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40 (a)	$	75	$	78
Vale Overseas Ltd., 6.25%, 8/10/26 (a) (d)		143		149
				631
Utilities (0.1%):
Iberdrola International BV, 6.75%, 9/15/33		50		57
Total Yankee Dollars (Cost $4,657)				4,189
U.S. Government Mortgage-Backed Agencies (23.4%)
Federal Home Loan Bank 1.10%, 4/29/26 (a)		680		626
Federal Home Loan Mortgage Corp. 9.00%, 4/1/25 (a)		6		6
7.50%, 8/1/29 (a)		8		8
Series 4395, Class PA, 2.50%, 4/15/37 – 7/1/50 (a)		386		360
5.00%, 7/1/39 (a)		448		472
Series 4320, Class AP, 3.50%, 7/15/39 – 10/15/40 (a)		133		133
Series 4444, Class CH, 3.00%, 1/15/41 (a)		68		68
4.50%, 7/1/44 – 12/1/45 (a)		627		646
2.00%, 3/1/51 (a)		559		486
Federal National Mortgage Association 3.50%, 2/1/32		105		105
Series 2005-19, Class PB, 5.50%, 3/25/35 (a)		237		251
6.00%, 2/1/37 (a)		68		75
3.50%, 8/1/39 – 12/25/50 (a)		1,134		1,111
Series 2011-21, Class PA, 4.50%, 5/25/40 (a)		289		293
3.00%, 6/1/40 – 5/1/48 (a)		1,843		1,748
Series 2013-81, Class KA, 2.75%, 9/25/42 (a)		162		159
4.00%, 11/1/43 – 10/1/48 (a)		628		630
4.00%, 3/1/47 – 6/1/49		81		81
Series 2017-96, Class DA, 2.50%, 12/25/47 – 7/1/51 (a)		2,079		1,882
4.50%, 5/1/50		27		27
2.00%, 3/1/51 (a)		943		821
2.00%, 7/25/52 (g)		1,400		1,214
2.50%, 7/25/52 (g)		2,000		1,798
3.00%, 7/25/52 (g)		500		465
3.50%, 7/25/52 (g)		600		577
				14,042
Total U.S. Government Mortgage-Backed Agencies (Cost $14,798)				14,042
U.S. Treasury Obligations (8.6%)
U.S. Treasury Bonds, 1.25%, 5/15/50 (a)		3,215		2,070
U.S. Treasury Notes 0.25%, 3/15/24 (a)		800		764
0.75%, 4/30/26 (a)		950		871
1.25%, 5/31/28 (a)		256		230
1.63%, 5/15/31 (a)		1,374		1,228
Total U.S. Treasury Obligations (Cost $5,676)				5,163

See notes to financial statements.

113

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June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Collateral for Securities Loaned (3.6%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (h)		67,903	$	68
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (h)		33,887		34
HSBC U.S. Government Money Market Fund I Shares, 1.46% (h)		422,638		423
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (h)		270,204		270
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (h)		180,195		180
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (h)		1,214,888		1,215
Total Collateral for Securities Loaned (Cost $2,190)				2,190
Total Investments (Cost $68,249) — 105.0%				63,063
Liabilities in excess of other assets — (5.0)%				(3,000	)
NET ASSETS — 100.00%			$	60,063

^  Purchased with cash collateral from securities on loan.

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

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

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $6,834 (thousands) and amounted to 11.4% of net assets.

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

(e)  Zero-coupon bond.

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

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

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

bps — Basis points

LIBOR — London Interbank Offered Rate

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

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

See notes to financial statements.

114

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June 30, 2022

Futures Contracts Purchased
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
2-Year U.S. Treasury Note Futures		6	9/30/22	$	1,264,755	$	1,260,094	$	(4,661	)
5-Year U.S. Treasury Note Futures		45	9/30/22		4,999,738		5,051,250		51,512
Euro FX Futures		6	9/19/22		807,800		790,350		(17,450	)
Mexican Peso Futures		30	9/19/22		747,001		734,400		(12,601	)
Ultra Long Term U.S. Treasury Bond Futures		10	9/21/22		1,584,097		1,543,437		(40,660	)
								$	(23,860	)
Futures Contracts Sold
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
10-Year U.S. Treasury Note Futures		21	9/21/22	$	2,514,513	$	2,489,156	$	25,357
Japanese Yen Futures		14	9/19/22		1,329,999		1,297,712		32,287
Micro E-Mini S&P 500 Index Futures		65	9/16/22		1,287,363		1,231,587		55,776
								$	113,420
Total unrealized appreciation								$	164,932
Total unrealized depreciation									(75,372	)
Total net unrealized appreciation (depreciation)								$	89,560

See notes to financial statements.

115

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Integrity Discovery Fund			Victory Integrity Mid-Cap Value Fund			Victory Integrity Small-Cap Value Fund
Assets:
Investments, at value (Cost $63,027, $262,913 and $1,315,730)	$	65,867	(a)	$	275,045	(b)	$	1,395,559	(c)
Cash		1,741			3,676			37,984
Receivables:
Interest and dividends		82			487			2,180
Capital shares issued		1			602			828
Investments sold		39			—			3,630
From Adviser		7			132			—
Prepaid expenses		10			42			33
Total Assets		67,747			279,984			1,440,214
Liabilities:
Payables:
Collateral received on loaned securities		2,625			3,151			24,052
Investments purchased		46			157			11,188
Capital shares redeemed		6			569			991
Accrued expenses and other payables:
Investment advisory fees		56			180			1,054
Administration fees		3			13			69
Custodian fees		1			2			13
Transfer agent fees		27			20			205
Compliance fees		—	(d)		—	(d)		1
Trustees' fees		28			—	(d)		24
12b-1 fees		4			2			11
Other accrued expenses		17			30			99
Total Liabilities		2,813			4,124			37,707
Net Assets:
Capital		57,226			251,521			1,155,539
Total accumulated earnings/(loss)		7,708			24,339			246,968
Net Assets	$	64,934		$	275,860		$	1,402,507
Net Assets
Class A	$	35,308		$	19,898		$	69,687
Class C		1,227			83			5,667
Class R		688			—			4,605
Class R6		—			207,959			716,271
Class Y		24,479			45,535			606,277
Member Class		3,232			2,385			—
Total	$	64,934		$	275,860		$	1,402,507
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		962			943			2,143
Class C		51			4			215
Class R		20			—			148
Class R6		—			9,716			20,920
Class Y		595			2,132			17,843
Member Class		88			111			—
Total		1,716			12,906			41,269
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	36.72		$	21.11		$	32.51
Class C (f)		23.91			21.03			26.39
Class R		33.85			—			31.04
Class R6		—			21.40			34.24
Class Y		41.12			21.36			33.98
Member Class		36.80			21.47			—
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	$	38.96		$	22.40		$	34.49

(a)  Includes $2,546 of securities on loan.

(b)  Includes $2,885 of securities on loan.

(c)  Includes $22,789 of securities on loan.

(d)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

116

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Integrity Small/Mid-Cap Value Fund			Victory Munder Multi-Cap Fund			Victory S&P 500 Index Fund
Assets:
Investments, at value (Cost $205,865, $316,203 and $47,714)	$	210,143	(a)	$	376,930	(b)	$	221,637	(c)
Cash		4,175			3,977			1,482
Deposit with broker for futures contracts		—			—			271
Receivables:
Interest and dividends		235			244			175
Capital shares issued		307			16			29
Investments sold		601			407			—
Variation margin on open futures contracts		—			—			2
From Adviser		52			1			—
Prepaid expenses		31			22			10
Total Assets		215,544			381,597			223,606
Liabilities:
Payables:
Collateral received on loaned securities		3,892			6,743			180
Investments purchased		747			3,314			—
Capital shares redeemed		174			63			17
Variation margin on open futures contracts		—			—			19
Accrued expenses and other payables:
Investment advisory fees		146			240			38
Administration fees		10			17			10
Custodian fees		2			3			3
Transfer agent fees		9			122			40
Compliance fees		—	(d)		—	(d)		—	(d)
Trustees' fees		—			139			29
12b-1 fees		1			36			13
Other accrued expenses		29			37			28
Total Liabilities		5,010			10,714			377
Net Assets:
Capital		188,708			261,865			41,855
Total accumulated earnings/(loss)		21,826			109,018			181,374
Net Assets	$	210,534		$	370,883		$	223,229
Net Assets
Class A	$	7,149		$	332,533		$	156,112
Class C		—			3,287			—
Class R		—			—			17,735
Class R6		151,752			—			—
Class Y		46,579			35,063			49,382
Member Class		5,054			—			—
Total	$	210,534		$	370,883		$	223,229
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		363			7,564			7,349
Class C		—			103			—
Class R		—			—			839
Class R6		7,588			—			—
Class Y		2,337			716			2,303
Member Class		254			—			—
Total		10,542			8,383			10,491
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	19.70		$	43.96		$	21.24
Class C (f)		—			31.96			—
Class R		—			—			21.15
Class R6		20.00			—			—
Class Y		19.93			48.98			21.44
Member Class		19.87			—			—
Maximum Sales Charge — Class A		5.75	%		5.75	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	20.90		$	46.64		$	21.73

(a)  Includes $3,591 of securities on loan.

(b)  Includes $6,589 of securities on loan.

(c)  Includes $172 of securities on loan.

(d)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

117

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Munder Mid-Cap Core Growth Fund			Victory Munder Small Cap Growth Fund			Victory Trivalent International Fund-Core Equity
Assets:
Investments, at value (Cost $308,823, $11,824 and $198,575)	$	362,270	(a)	$	11,114	(b)	$	186,956	(c)
Foreign currency, at value (Cost $—, $— and $1,024)		—			—			1,024
Cash		477			175			836
Receivables:
Interest and dividends		246			3			565
Capital shares issued		149			—			6
Investments sold		3,553			—			2,664
Reclaims		—			—			402
From Adviser		3			6			133
Prepaid expenses		27			5			32
Total Assets		366,725			11,303			192,618
Liabilities:
Payables:
Collateral received on loaned securities		2,193			517			3,472
Investments purchased		—			—			2,260
Capital shares redeemed		157			—			—	(d)
Accrued foreign capital gains taxes		—			—			22
Accrued expenses and other payables:
Investment advisory fees		229			8			129
Administration fees		17			1			9
Custodian fees		3			—	(d)		18
Transfer agent fees		112			—	(d)		2
Compliance fees		—	(d)		—	(d)		—	(d)
Trustees' fees		34			—	(d)		45
12b-1 fees		20			—	(d)		—	(d)
Other accrued expenses		40			11			30
Total Liabilities		2,805			537			5,987
Net Assets:
Capital		275,790			10,203			199,633
Total accumulated earnings/(loss)		88,130			563			(13,002	)
Net Assets	$	363,920		$	10,766		$	186,631
Net Assets
Class A	$	157,570		$	643		$	4,147
Class C		4,714			—			71
Class I		—			9,981			2,834
Class R		8,890			—			—
Class R6		70,577			—			172,965
Class Y		122,169			142			6,614
Total	$	363,920		$	10,766		$	186,631
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		16,532			53			637
Class C		4,449			—			11
Class I		—			801			433
Class R		1,220			—			—
Class R6		5,275			—			26,208
Class Y		9,732			12			1,017
Total		37,208			866			28,306
Net asset value, offering (except Class A) and redemption price per share: (e)
Class A	$	9.53		$	12.18		$	6.51
Class C (f)		1.06			—			6.50
Class I		—			12.45			6.55
Class R		7.29			—			—
Class R6		13.38			—			6.60
Class Y		12.55			12.28			6.50
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	$	10.11		$	12.92		$	6.91

(a)  Includes $2,243 of securities on loan.

(b)  Includes $491 of securities on loan.

(c)  Includes $3,302 of securities on loan.

(d)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

118

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Trivalent International Small-Cap Fund			Victory INCORE Total Return Bond Fund
Assets:
Investments, at value (Cost $2,842,309 and $68,249)	$	2,626,293	(a)	$	63,063	(b)
Cash		30,298			2,108
Deposit with broker for futures contracts		—			758
Receivables:
Interest and dividends		5,265			358
Capital shares issued		3,586			—
Investments sold		33,836			103
Variation margin on open futures contracts		—			72
Reclaims		5,263			—
From Adviser		1,002			12
Prepaid expenses		95			12
Total Assets		2,705,638			66,486
Liabilities:
Payables:
Foreign currency, at value (Cost $614 and $—)		614			—
Collateral received on loaned securities		127,681			2,190
Investments purchased		19,442			4,103
Capital shares redeemed		4,088			1
Variation margin on open futures contracts		—			30
Accrued expenses and other payables:
Investment advisory fees		2,019			20
Administration fees		120			3
Custodian fees		106			2
Transfer agent fees		806			5
Compliance fees		2			—	(c)
Trustees' fees		9			51
12b-1 fees		8			1
Other accrued expenses		191			17
Total Liabilities		155,086			6,423
Net Assets:
Capital		2,802,058			70,565
Total accumulated earnings/(loss)		(251,506	)		(10,502	)
Net Assets	$	2,550,552		$	60,063
Net Assets
Class A	$	64,968		$	7,507
Class C		3,283			163
Class I		1,655,788			—
Class R6		123,487			23,854
Class Y		703,026			28,539
Total	$	2,550,552		$	60,063
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		5,228			871
Class C		274			19
Class I		132,080			—
Class R6		9,805			2,760
Class Y		56,390			3,303
Total		203,777			6,953
Net asset value, offering (except Class A) and redemption price per share: (d)
Class A	$	12.43		$	8.62
Class C (e)		11.98			8.69
Class I		12.54			—
Class R6		12.59			8.64
Class Y		12.47			8.64
Maximum Sales Charge — Class A		5.75	%		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	13.19		$	8.82

(a)  Includes $112,865 of securities on loan.

(b)  Includes $2,121 of securities on loan.

(c)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

119

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

(Amounts in Thousands)

	Victory Integrity Discovery Fund			Victory Integrity Mid-Cap Value Fund			Victory Integrity Small-Cap Value Fund
Investment Income:
Dividends	$	1,117		$	5,149		$	28,295
Interest		2			5			47
Securities lending (net of fees)		5			5			47
Foreign tax withholding		—			—			(4	)
Total Income		1,124			5,159			28,385
Expenses:
Investment advisory fees		842			2,054			15,507
Administration fees		46			148			979
Sub-Administration fees		17			17			17
12b-1 fees — Class A		106			42			210
12b-1 fees — Class C		18			1			70
12b-1 fees — Class R		7			—			30
Custodian fees		5			13			81
Transfer agent fees — Class A		62			40			180
Transfer agent fees — Class C		3			—	(a)		9
Transfer agent fees — Class R		5			—			17
Transfer agent fees — Class R6		—			20			90
Transfer agent fees — Class Y		66			45			817
Transfer agent fees — Member Class		8			3			—
Trustees' fees		9			17			110
Compliance fees		1			2			13
Legal and audit fees		12			20			74
State registration and filing fees		85			74			169
Other expenses		23			50			207
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			44
Total Expenses		1,315			2,546			18,624
Expenses waived/reimbursed by Adviser		(42	)		(785	)		(14	)
Net Expenses		1,273			1,761			18,610
Net Investment Income (Loss)		(149	)		3,398			9,775
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		8,242			26,505			321,819
Net change in unrealized appreciation/depreciation on investment securities		(20,684	)		(50,400	)		(517,182	)
Net realized/unrealized gains (losses) on investments		(12,442	)		(23,895	)		(195,363	)
Change in net assets resulting from operations	$	(12,591	)	$	(20,497	)	$	(185,588	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

120

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

(Amounts in Thousands)

	Victory Integrity Small/Mid-Cap Value Fund			Victory Munder Multi-Cap Fund			Victory S&P 500 Index Fund
Investment Income:
Dividends	$	3,981		$	5,716		$	3,829
Interest		3			3			—
Securities lending (net of fees)		5			4			1
Foreign tax withholding		—			—			(1	)
Total Income		3,989			5,723			3,829
Expenses:
Investment advisory fees		1,771			3,369			522
Administration fees		120			243			146
Sub-Administration fees		17			17			18
12b-1 fees — Class A		18			1,005			287
12b-1 fees — Class C		—			40			—
12b-1 fees — Class R		—			—			100
Custodian fees		12			21			14
Transfer agent fees — Class A		13			710			125
Transfer agent fees — Class C		—			9			—
Transfer agent fees — Class R		—			—			7
Transfer agent fees — Class R6		3			—			—
Transfer agent fees — Class Y		29			33			66
Transfer agent fees — Member Class		8			—			—
Trustees' fees		14			35			19
Compliance fees		2			3			2
Legal and audit fees		18			26			19
State registration and filing fees		74			58			65
Interfund lending fees		—			—	(a)		—
Other expenses		50			77			60
Total Expenses		2,149			5,646			1,450
Expenses waived/reimbursed by Adviser		(259	)		(8	)		—
Net Expenses		1,890			5,638			1,450
Net Investment Income (Loss)		2,099			85			2,379
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		27,521			52,306			14,069
Net realized gains (losses) from futures contracts		—			—			(224	)
Net change in unrealized appreciation/depreciation on investment securities		(50,052	)		(86,125	)		(44,511	)
Net change in unrealized appreciation/depreciation on futures contracts		—			—			(108	)
Net realized/unrealized gains (losses) on investments		(22,531	)		(33,819	)		(30,774	)
Change in net assets resulting from operations	$	(20,432	)	$	(33,734	)	$	(28,395	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

121

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

(Amounts in Thousands)

	Victory Munder Mid-Cap Core Growth Fund			Victory Munder Small Cap Growth Fund			Victory Trivalent International Fund-Core Equity
Investment Income:
Dividends	$	4,431		$	65		$	7,781
Securities lending (net of fees)		7			19			35
Foreign tax withholding		(9	)		—			(903	)
Total Income		4,429			84			6,913
Expenses:
Investment advisory fees		3,690			128			1,757
Administration fees		267			8			119
Sub-Administration fees		17			17			17
12b-1 fees — Class A		507			2			13
12b-1 fees — Class C		72			—			1
12b-1 fees — Class R		59			—			—
Custodian fees		23			3			96
Transfer agent fees — Class A		330			1			11
Transfer agent fees — Class C		9			—			—	(a)
Transfer agent fees — Class I		—			1			—	(a)
Transfer agent fees — Class R		32			—			—
Transfer agent fees — Class R6		3			—			—	(a)
Transfer agent fees — Class Y		231			—	(a)		1
Trustees' fees		34			3			16
Compliance fees		4			—	(a)		2
Legal and audit fees		26			9			22
State registration and filing fees		91			14			93
Other expenses		68			11			53
Total Expenses		5,463			197			2,201
Expenses waived/reimbursed by Adviser		(24	)		(21	)		(958	)
Net Expenses		5,439			176			1,243
Net Investment Income (Loss)		(1,010	)		(92	)		5,670
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		93,929			2,060			832
Foreign taxes on realized gains		—			—			(65	)
Net change in unrealized appreciation/depreciation on investment securities		(163,796	)		(7,556	)		(49,844	)
Net change in accrued foreign taxes on unrealized gains		—			—			122
Net realized/unrealized gains (losses) on investments		(69,867	)		(5,496	)		(48,955	)
Change in net assets resulting from operations	$	(70,877	)	$	(5,588	)	$	(43,285	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

122

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

(Amounts in Thousands)

	Victory Trivalent International Small-Cap Fund			Victory INCORE Total Return Bond Fund
Investment Income:
Dividends	$	93,280		$	151
Interest		—			1,291
Securities lending (net of fees)		435			14
Foreign tax withholding		(10,403	)		—
Total Income		83,312			1,456
Expenses:
Investment advisory fees		30,677			265
Administration fees		1,817			36
Sub-Administration fees		17			17
12b-1 fees — Class A		215			22
12b-1 fees — Class C		45			3
Custodian fees		557			11
Transfer agent fees — Class A		298			18
Transfer agent fees — Class C		5			—	(a)
Transfer agent fees — Class I		3,023			—
Transfer agent fees — Class R6		4			—	(a)
Transfer agent fees — Class Y		1,169			7
Trustees' fees		197			8
Compliance fees		24			—	(a)
Legal and audit fees		197			14
State registration and filing fees		178			66
Interfund lending fees		6			—
Line of credit fees		2			—
Other expenses		414			24
Total Expenses		38,845			491
Expenses waived/reimbursed by Adviser		(4,898	)		(73	)
Net Expenses		33,947			418
Net Investment Income (Loss)		49,365			1,038
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		63,147			(574	)
Net realized gains (losses) from futures contracts		—			54
Net realized gains (losses) from swap agreements		—			26
Net change in unrealized appreciation/depreciation on investment securities		(1,013,226	)		(7,654	)
Net change in unrealized appreciation/depreciation on futures contracts		—			66
Net change in unrealized appreciation/depreciation on swap agreements		—			—	(a)
Net realized/unrealized gains (losses) on investments		(950,079	)		(8,082	)
Change in net assets resulting from operations	$	(900,714	)	$	(7,044	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

123

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(149	)	$	(96	)	$	3,398		$	1,861		$	9,775		$	7,796
Net realized gains (losses)		8,242			13,282			26,505			18,606			321,819			415,788
Net change in unrealized appreciation/depreciation		(20,684	)		33,986			(50,400	)		72,691			(517,182	)		625,957
Change in net assets resulting from operations		(12,591	)		47,172			(20,497	)		93,158			(185,588	)		1,049,541
Distributions to Shareholders:
Class A		(2,076	)		—	(a)		(799	)		(196	)		(13,359	)		(90	)
Class C		(128	)		—			(4	)		—	(a)		(1,318	)		—
Class R		(92	)		—			—			—			(964	)		—
Class R6		—			—			(10,936	)		(3,719	)		(165,101	)		(5,456	)
Class Y		(1,641	)		—			(1,255	)		(247	)		(110,577	)		(1,954	)
Member Class		(150	)		—			(63	)		(1	)		—			—
From return of capital:
Class A		—			—			—			(44	)		—			—
Class C		—			—			—			—	(a)		—			—
Class R6		—			—			—			(844	)		—			—
Class Y		—			—			—			(56	)		—			—
Member Class		—			—			—			(1	)		—			—
Change in net assets resulting from distributions to shareholders		(4,087	)		—			(13,057	)		(5,108	)		(291,319	)		(7,500	)
Change in net assets resulting from capital transactions		(10,268	)		(17,609	)		44,294			(25,403	)		(138,370	)		(591,559	)
Change in net assets		(26,946	)		29,563			10,740			62,647			(615,277	)		450,482
Net Assets:
Beginning of period		91,880			62,317			265,120			202,473			2,017,784			1,567,302
End of period	$	64,934		$	91,880		$	275,860		$	265,120		$	1,402,507		$	2,017,784

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

124

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	3,420		$	4,616		$	12,746		$	2,340		$	14,735		$	24,763
Distributions reinvested		1,787			—			783			234			12,062			81
Cost of shares redeemed		(6,514	)		(14,397	)		(3,660	)		(3,212	)		(25,143	)		(66,313	)
Total Class A	$	(1,307	)	$	(9,781	)	$	9,869		$	(638	)	$	1,654		$	(41,469	)
Class C
Proceeds from shares issued	$	187		$	69		$	12		$	17		$	498		$	913
Distributions reinvested		117			—			4			1			1,284			—
Cost of shares redeemed		(773	)		(1,491	)		—			(11	)		(1,545	)		(2,746	)
Total Class C	$	(469	)	$	(1,422	)	$	16		$	7		$	237		$	(1,833	)
Class R
Proceeds from shares issued	$	125		$	632		$	—		$	—		$	1,408		$	2,845
Distributions reinvested		91			—			—			—			953			—
Cost of shares redeemed		(1,216	)		(2,274	)		—			—			(3,241	)		(4,587	)
Total Class R	$	(1,000	)	$	(1,642	)	$	—		$	—		$	(880	)	$	(1,742	)
Class R6
Proceeds from shares issued	$	—		$	—		$	52,815		$	32,650		$	228,375		$	239,858
Distributions reinvested		—			—			10,920			4,555			159,634			5,356
Cost of shares redeemed		—			—			(57,099	)		(72,923	)		(560,687	)		(724,545	)
Total Class R6	$	—		$	—		$	6,636		$	(35,718	)	$	(172,678	)	$	(479,331	)
Class Y
Proceeds from shares issued	$	10,055		$	14,515		$	34,224		$	12,767		$	135,984		$	180,087
Distributions reinvested		1,337			—			1,242			299			105,215			1,797
Cost of shares redeemed		(20,693	)		(21,292	)		(9,552	)		(2,904	)		(207,902	)		(249,068	)
Total Class Y	$	(9,301	)	$	(6,777	)	$	25,914		$	10,162		$	33,297		$	(67,184	)
Member Class
Proceeds from shares issued	$	3,436		$	2,476		$	2,225		$	985		$	—		$	—
Distributions reinvested		150			—			63			1			—			—
Cost of shares redeemed		(1,777	)		(463	)		(429	)		(202	)		—			—
Total Member Class	$	1,809		$	2,013		$	1,859		$	784		$	—		$	—
Change in net assets resulting from capital transactions	$	(10,268	)	$	(17,609	)	$	44,294		$	(25,403	)	$	(138,370	)	$	(591,559	)

(continues on next page)

See notes to financial statements.

125

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Integrity Discovery Fund						Victory Integrity Mid-Cap Value Fund						Victory Integrity Small-Cap Value Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Share Transactions:
Class A
Issued		82			123			536			112			375			734
Reinvested		42			—			34			12			326			2
Redeemed		(152	)		(407	)		(156	)		(155	)		(632	)		(1,918	)
Total Class A		(28	)		(284	)		414			(31	)		69			(1,182	)
Class C
Issued		6			3			1			1			15			27
Reinvested		4			—			—	(a)		—	(a)		43			—
Redeemed		(27	)		(69	)		—			(1	)		(47	)		(102	)
Total Class C		(17	)		(66	)		1			—	(a)		11			(75	)
Class R
Issued		3			21			—			—			36			79
Reinvested		2			—			—			—			27			—
Redeemed		(31	)		(64	)		—			—			(83	)		(136	)
Total Class R		(26	)		(43	)		—			—			(20	)		(57	)
Class R6
Issued		—			—			2,197			1,550			5,526			6,278
Reinvested		—			—			465			235			4,086			152
Redeemed		—			—			(2,393	)		(4,266	)		(13,655	)		(20,196	)
Total Class R6		—			—			269			(2,481	)		(4,043	)		(13,766	)
Class Y
Issued		203			354			1,451			561			3,317			4,710
Reinvested		28			—			53			15			2,715			51
Redeemed		(438	)		(585	)		(416	)		(138	)		(4,980	)		(7,435	)
Total Class Y		(207	)		(231	)		1,088			438			1,052			(2,674	)
Member Class
Issued		77			59			91			43			—			—
Reinvested		4			—			3			—	(a)		—			—
Redeemed		(41	)		(11	)		(18	)		(8	)		—			—
Total Member Class		40			48			76			35			—			—
Change in Shares		(238	)		(576	)		1,848			(2,039	)		(2,931	)		(17,754	)

(a)  Rounds to less than 1 thousand.

See notes to financial statements.

126

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	2,099		$	1,061		$	85		$	(713	)	$	2,379		$	2,343
Net realized gains (losses)		27,521			19,368			52,306			59,602			13,845			22,456
Net change in unrealized appreciation/depreciation		(50,052	)		60,800			(86,125	)		73,487			(44,619	)		56,130
Change in net assets resulting from operations		(20,432	)		81,229			(33,734	)		132,376			(28,395	)		80,929
Distributions to Shareholders:
Class A		(414	)		(59	)		(43,776	)		(244	)		(15,195	)		(11,972	)
Class C		—			—			(566	)		—			—			—
Class R		—			—			—			—			(1,626	)		(993	)
Class R6		(9,521	)		(1,692	)		—			—			—			—
Class Y		(3,472	)		(644	)		(4,126	)		(124	)		(4,702	)		(3,648	)
Member Class		(201	)		(2	)		—			—			—			—
Change in net assets resulting from distributions to shareholders		(13,608	)		(2,397	)		(48,468	)		(368	)		(21,523	)		(16,613	)
Change in net assets resulting from capital transactions		35,787			13,858			14,603			(41,195	)		3,815			(8,496	)
Change in net assets		1,747			92,690			(67,599	)		90,813			(46,103	)		55,820
Net Assets:
Beginning of period		208,787			116,097			438,482			347,669			269,332			213,512
End of period	$	210,534		$	208,787		$	370,883		$	438,482		$	223,229		$	269,332

(continues on next page)

See notes to financial statements.

127

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	2,555		$	3,876		$	8,884		$	5,765		$	13,350		$	8,080
Distributions reinvested		414			59			37,870			211			13,199			10,439
Cost of shares redeemed		(1,285	)		(2,792	)		(34,441	)		(42,345	)		(30,162	)		(23,902	)
Total Class A	$	1,684		$	1,143		$	12,313		$	(36,369	)	$	(3,613	)	$	(5,383	)
Class C
Proceeds from shares issued	$	—		$	—		$	343		$	254		$	—		$	—
Distributions reinvested		—			—			516			—			—			—
Cost of shares redeemed		—			—			(1,035	)		(3,268	)		—			—
Total Class C	$	—		$	—		$	(176	)	$	(3,014	)	$	—		$	—
Class R
Proceeds from shares issued	$	—		$	—		$	—		$	—		$	9,850		$	3,501
Distributions reinvested		—			—			—			—			1,626			993
Cost of shares redeemed		—			—			—			—			(7,673	)		(4,476	)
Total Class R	$	—		$	—		$	—		$	—		$	3,803		$	18
Class R6
Proceeds from shares issued	$	63,291		$	35,979		$	—		$	—		$	—		$	—
Distributions reinvested		9,495			1,689			—			—			—			—
Cost of shares redeemed		(40,006	)		(29,451	)		—			—			—			—
Total Class R6	$	32,780		$	8,217		$	—		$	—		$	—		$	—
Class Y
Proceeds from shares issued	$	14,743		$	14,072		$	10,503		$	3,433		$	7,977		$	9,028
Distributions reinvested		2,460			511			2,786			82			4,647			3,454
Cost of shares redeemed		(19,405	)		(12,315	)		(10,823	)		(5,327	)		(8,999	)		(15,613	)
Total Class Y	$	(2,202	)	$	2,268		$	2,466		$	(1,812	)	$	3,625		$	(3,131	)
Member Class
Proceeds from shares issued	$	4,507		$	2,616		$	—		$	—		$	—		$	—
Distributions reinvested		201			2			—			—			—			—
Cost of shares redeemed		(1,183	)		(388	)		—			—			—			—
Total Member Class	$	3,525		$	2,230		$	—		$	—		$	—		$	—
Change in net assets resulting from capital transactions	$	35,787		$	13,858		$	14,603		$	(41,195	)	$	3,815		$	(8,496	)

(continues on next page)

See notes to financial statements.

128

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Integrity Small/Mid-Cap Value Fund						Victory Munder Multi-Cap Fund						Victory S&P 500 Index Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Share Transactions:
Class A
Issued		114			180			163			129			521			352
Reinvested		19			3			695			5			506			466
Redeemed		(57	)		(137	)		(645	)		(923	)		(1,217	)		(1,042	)
Total Class A		76			46			213			(789	)		(190	)		(224	)
Class C
Issued		—			—			9			7			—			—
Reinvested		—			—			13			—			—			—
Redeemed		—			—			(25	)		(98	)		—			—
Total Class C		—			—			(3	)		(91	)		—			—
Class R
Issued		—			—			—			—			383			153
Reinvested		—			—			—			—			62			45
Redeemed		—			—			—			—			(302	)		(197	)
Total Class R		—			—			—			—			143			1
Class R6
Issued		2,764			1,756			—			—			—			—
Reinvested		426			93			—			—			—			—
Redeemed		(1,751	)		(1,586	)		—			—			—			—
Total Class R6		1,439			263			—			—			—			—
Class Y
Issued		632			686			180			68			308			385
Reinvested		111			28			46			2			177			153
Redeemed		(840	)		(675	)		(196	)		(104	)		(354	)		(674	)
Total Class Y		(97	)		39			30			(34	)		131			(136	)
Member Class
Issued		195			120			—			—			—			—
Reinvested		9			—	(a)		—			—			—			—
Redeemed		(53	)		(17	)		—			—			—			—
Total Member Class		151			103			—			—			—			—
Change in Shares		1,569			451			240			(914	)		84			(359	)

(a)  Rounds to less than 1 thousand.

See notes to financial statements.

129

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund						Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(1,010	)	$	(2,599	)	$	(92	)	$	(91	)	$	5,670		$	5,148
Net realized gains (losses)		93,929			159,032			2,060			1,315			767			5,843
Net change in unrealized appreciation/depreciation		(163,796	)		70,979			(7,556	)		4,924			(49,722	)		37,361
Change in net assets resulting from operations		(70,877	)		227,412			(5,588	)		6,148			(43,285	)		48,352
Distributions to Shareholders:
Class A		(55,097	)		(23,341	)		(85	)		(36	)		(177	)		(62	)
Class C		(5,636	)		(3,462	)		—			—			(2	)		—	(a)
Class I		—			—			(1,494	)		(1,071	)		(103	)		(46	)
Class R		(3,821	)		(1,885	)		—			—			—			—
Class R6		(19,676	)		(8,673	)		—			—			(7,901	)		(2,687	)
Class Y		(39,212	)		(23,441	)		(14	)		(9	)		(303	)		(110	)
Change in net assets resulting from distributions to shareholders		(123,442	)		(60,802	)		(1,593	)		(1,116	)		(8,486	)		(2,905	)
Change in net assets resulting from capital transactions		(23,195	)		(169,539	)		847			1,252			16,347			43,468
Change in net assets		(217,514	)		(2,929	)		(6,334	)		6,284			(35,424	)		88,915
Net Assets:
Beginning of period		581,434			584,363			17,100			10,816			222,055			133,140
End of period	$	363,920		$	581,434		$	10,766		$	17,100		$	186,631		$	222,055

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

130

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund						Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	14,606		$	15,937		$	368		$	135		$	174		$	616
Distributions reinvested		50,743			21,270			84			35			152			53
Cost of shares redeemed		(37,415	)		(62,892	)		(30	)		(80	)		(388	)		(1,104	)
Total Class A	$	27,934		$	(25,685	)	$	422		$	90		$	(62	)	$	(435	)
Class C
Proceeds from shares issued	$	153		$	128		$	—		$	—		$	2		$	3
Distributions reinvested		5,595			3,445			—			—			2			—	(a)
Cost of shares redeemed		(4,259	)		(9,106	)		—			—			(21	)		(134	)
Total Class C	$	1,489		$	(5,533	)	$	—		$	—		$	(17	)	$	(131	)
Class I
Proceeds from shares issued	$	—		$	—		$	80		$	175		$	611		$	—
Distributions reinvested		—			—			1,494			1,071			103			46
Cost of shares redeemed		—			—			(1,218	)		(114	)		(518	)		(66	)
Total Class I	$	—		$	—		$	356		$	1,132		$	196		$	(20	)
Class R
Proceeds from shares issued	$	1,542		$	1,783		$	—		$	—		$	—		$	—
Distributions reinvested		3,814			1,882			—			—			—			—
Cost of shares redeemed		(4,335	)		(6,595	)		—			—			—			—
Total Class R	$	1,021		$	(2,930	)	$	—		$	—		$	—		$	—
Class R6
Proceeds from shares issued	$	18,046		$	13,910		$	—		$	—		$	15,317		$	44,300
Distributions reinvested		19,626			8,636			—			—			7,901			2,687
Cost of shares redeemed		(31,822	)		(67,516	)		—			—			(6,910	)		(3,122	)
Total Class R6	$	5,850		$	(44,970	)	$	—		$	—		$	16,308		$	43,865
Class Y
Proceeds from shares issued	$	7,440		$	13,776		$	68		$	21		$	26		$	401
Distributions reinvested		38,340			22,365			14			9			266			97
Cost of shares redeemed		(105,269	)		(126,562	)		(13	)		—			(370	)		(309	)
Total Class Y	$	(59,489	)	$	(90,421	)	$	69		$	30		$	(78	)	$	189
Change in net assets resulting from capital transactions	$	(23,195	)	$	(169,539	)	$	847		$	1,252		$	16,347		$	43,468

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

131

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Munder Mid-Cap Core Growth Fund						Victory Munder Small Cap Growth Fund						Victory Trivalent International Fund-Core Equity
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Share Transactions:
Class A
Issued		1,132			1,167			20			8			22			89
Reinvested		4,208			1,611			5			2			19			7
Redeemed		(2,853	)		(4,603	)		(2	)		(5	)		(49	)		(152	)
Total Class A		2,487			(1,825	)		23			5			(8	)		(56	)
Class C
Issued		86			25			—			—			—	(a)		—
Reinvested		4,144			762			—			—			—	(a)		—
Redeemed		(1,649	)		(1,785	)		—			—			(2	)		(19	)
Total Class C		2,581			(998	)		—			—			(2	)		(19	)
Class I
Issued		—			—			4			9			91			—
Reinvested		—			—			87			61			13			6
Redeemed		—			—			(77	)		(6	)		(64	)		(8	)
Total Class I		—			—			14			64			40			(2	)
Class R
Issued		153			154			—			—			—			—
Reinvested		413			172			—			—			—			—
Redeemed		(402	)		(567	)		—			—			—			—
Total Class R		164			(241	)		—			—			—			—
Class R6
Issued		1,017			786			—			—			1,876			6,110
Reinvested		1,160			505			—			—			974			357
Redeemed		(1,848	)		(3,988	)		—			—			(863	)		(413	)
Total Class R6		329			(2,697	)		—			—			1,987			6,054
Class Y
Issued		458			823			4			1			3			52
Reinvested		2,417			1,376			1			1			33			13
Redeemed		(5,925	)		(7,632	)		(1	)		—			(48	)		(43	)
Total Class Y		(3,050	)		(5,433	)		4			2			(12	)		22
Change in Shares		2,511			(11,194	)		41			71			2,005			5,999

(a)  Rounds to less than 1 thousand.

See notes to financial statements.

132

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	49,365		$	38,085		$	1,038		$	1,176
Net realized gains (losses)		63,147			315,377			(494	)		548
Net change in unrealized appreciation/ depreciation		(1,013,226	)		497,274			(7,588	)		(407	)
Change in net assets resulting from operations		(900,714	)		850,736			(7,044	)		1,317
Distributions to Shareholders:
Class A		(7,089	)		—	(a)		(189	)		(249	)
Class C		(363	)		—			(4	)		(8	)
Class I		(175,425	)		(6,561	)		—			—
Class R6		(11,807	)		(355	)		(630	)		(680	)
Class Y		(93,356	)		(2,549	)		(744	)		(843	)
Change in net assets resulting from distributions to shareholders		(288,040	)		(9,465	)		(1,567	)		(1,780	)
Change in net assets resulting from capital transactions		403,816			630,234			841			(3,357	)
Change in net assets		(784,938	)		1,471,505			(7,770	)		(3,820	)
Net Assets:
Beginning of period		3,335,490			1,863,985			67,833			71,653
End of period	$	2,550,552		$	3,335,490		$	60,063		$	67,833

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

133

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Capital Transactions:
Class A
Proceeds from shares issued	$	22,529		$	39,592		$	369		$	604
Distributions reinvested		5,380			—			164			219
Cost of shares redeemed		(27,265	)		(86,919	)		(1,281	)		(2,844	)
Total Class A	$	644		$	(47,327	)	$	(748	)	$	(2,021	)
Class C
Proceeds from shares issued	$	545		$	656		$	6		$	76
Distributions reinvested		331			—			4			9
Cost of shares redeemed		(974	)		(1,560	)		(262	)		(357	)
Total Class C	$	(98	)	$	(904	)	$	(252	)	$	(272	)
Class I
Proceeds from shares issued	$	1,113,552		$	843,443		$	—		$	—
Distributions reinvested		127,349			5,005			—			—
Cost of shares redeemed		(851,599	)		(353,920	)		—			—
Total Class I	$	389,302		$	494,528		$	—		$	—
Class R6
Proceeds from shares issued	$	53,561		$	57,389		$	1,106		$	2,005
Distributions reinvested		11,804			354			630			680
Cost of shares redeemed		(24,452	)		(31,825	)		(1,463	)		(1,558	)
Total Class R6	$	40,913		$	25,918		$	273		$	1,127
Class Y
Proceeds from shares issued	$	369,071		$	415,535		$	2,069		$	243
Distributions reinvested		90,858			2,460			551			603
Cost of shares redeemed		(486,874	)		(259,976	)		(1,052	)		(3,037	)
Total Class Y	$	(26,945	)	$	158,019		$	1,568		$	(2,191	)
Change in net assets resulting from capital transactions	$	403,816		$	630,234		$	841		$	(3,357	)

(continues on next page)

See notes to financial statements.

134

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Trivalent International Small-Cap Fund						Victory INCORE Total Return Bond Fund
	Year Ended June 30, 2022			Year Ended June 30, 2021			Year Ended June 30, 2022			Year Ended June 30, 2021
Share Transactions:
Class A
Issued		1,380			2,538			39			61
Reinvested		327			—			17			22
Redeemed		(1,680	)		(5,762	)		(138	)		(287	)
Total Class A		27			(3,224	)		(82	)		(204	)
Class C
Issued		33			41			—	(a)		8
Reinvested		21			—			—	(a)		1
Redeemed		(63	)		(104	)		(27	)		(36	)
Total Class C		(9	)		(63	)		(27	)		(27	)
Class I
Issued		70,352			53,324			—			—
Reinvested		7,672			316			—			—
Redeemed		(56,109	)		(21,878	)		—			—
Total Class I		21,915			31,762			—			—
Class R6
Issued		3,304			3,632			118			204
Reinvested		708			22			67			68
Redeemed		(1,515	)		(2,000	)		(157	)		(156	)
Total Class R6		2,497			1,654			28			116
Class Y
Issued		23,293			25,779			211			24
Reinvested		5,504			156			59			61
Redeemed		(33,189	)		(16,681	)		(112	)		(307	)
Total Class Y		(4,392	)		9,254			158			(222	)
Change in Shares		20,038			39,383			77			(337	)

(a)  Rounds to less than 1 thousand.

See notes to financial statements.

135

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions
Victory Integrity Discovery Fund
Class A
Year Ended June 30:
2022	$	45.53		(0.10	)		(6.57	)		(6.67	)		(2.14	)		(2.14	)
2021	$	24.03		(0.07	)		21.57			21.50			—			—
2020	$	32.28		(0.05	)		(7.38	)		(7.43	)		(0.82	)		(0.82	)
2019	$	42.75		(0.11	)		(5.61	)		(5.72	)		(4.75	)		(4.75	)
2018	$	41.01		(0.16	)		6.40			6.24			(4.50	)		(4.50	)
Class C
Year Ended June 30:
2022	$	30.67		(0.32	)		(4.30	)		(4.62	)		(2.14	)		(2.14	)
2021	$	16.32		(0.21	)		14.56			14.35			—			—
2020	$	22.36		(0.22	)		(5.00	)		(5.22	)		(0.82	)		(0.82	)
2019	$	31.69		(0.28	)		(4.30	)		(4.58	)		(4.75	)		(4.75	)
2018	$	31.69		(0.34	)		4.84			4.50			(4.50	)		(4.50	)
Class R
Year Ended June 30:
2022	$	42.35		(0.31	)		(6.05	)		(6.36	)		(2.14	)		(2.14	)
2021	$	22.45		(0.18	)		20.08			19.90			—			—
2020	$	30.36		(0.18	)		(6.91	)		(7.09	)		(0.82	)		(0.82	)
2019	$	40.76		(0.28	)		(5.37	)		(5.65	)		(4.75	)		(4.75	)
2018	$	39.49		(0.28	)		6.05			5.77			(4.50	)		(4.50	)
Class Y
Year Ended June 30:
2022	$	50.63		(0.03	)		(7.34	)		(7.37	)		(2.14	)		(2.14	)
2021	$	26.64		0.03			23.96			23.99			—			—
2020	$	35.65		—	(f)		(8.19	)		(8.19	)		(0.82	)		(0.82	)
2019	$	46.47		(0.03	)		(6.04	)		(6.07	)		(4.75	)		(4.75	)
2018	$	44.11		(0.05	)		6.91			6.86			(4.50	)		(4.50	)
Member Class
Year Ended June 30, 2022	$	45.58		(0.04	)		(6.60	)		(6.64	)		(2.14	)		(2.14	)
November 3, 2020 (g) through June 30, 2021	$	26.37		(0.30	)		19.51			19.21			—			—

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  Commencement of operations.

(h)  Amount is less than 0.005%.

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

See notes to financial statements.

136

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)(i)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Integrity Discovery Fund
Class A
Year Ended June 30:
2022	$	36.72		(15.25	)%		1.57	%		(0.23	)%		1.57	%	$	35,308		36	%
2021	$	45.53		89.47	%		1.62	%		(0.20	)%		1.62	%	$	45,073		41	%
2020	$	24.03		(23.78	)%		1.59	%		(0.18	)%		1.59	%	$	30,614		40	%
2019	$	32.28		(12.02	)%		1.55	%		(0.29	)%		1.55	%	$	50,963		40	%
2018	$	42.75		15.76	%		1.54	%		(0.39	)%		1.54	%	$	67,840		45	%
Class C
Year Ended June 30:
2022	$	23.91		(15.98	)%		2.45	%		(1.11	)%		3.02	%	$	1,227		36	%
2021	$	30.67		87.93	%		2.45	%		(0.95	)%		2.87	%	$	2,079		41	%
2020	$	16.32		(24.42	)%		2.46	%		(1.09	)%		2.52	%	$	2,194		40	%
2019	$	22.36		(12.74	)%		2.34	%		(1.07	)%		2.34	%	$	6,633		40	%
2018	$	31.69		14.88	%		2.32	%		(1.10	)%		2.32	%	$	9,871		45	%
Class R
Year Ended June 30:
2022	$	33.85		(15.68	)%		2.08	%		(0.76	)%		3.14	%	$	688		36	%
2021	$	42.35		88.56	%		2.08	%		(0.58	)%		2.43	%	$	1,955		41	%
2020	$	22.45		(24.10	)%		2.08	%		(0.65	)%		2.33	%	$	1,990		40	%
2019	$	30.36		(12.49	)%		2.08	%		(0.84	)%		2.41	%	$	3,038		40	%
2018	$	40.76		15.15	%		2.08	%		(0.70	)%		2.27	%	$	3,465		45	%
Class Y
Year Ended June 30:
2022	$	41.12		(15.09	)%		1.38	%		(0.05	)%		1.38	%	$	24,479		36	%
2021	$	50.63		90.05	%		1.31	%		0.07	%		1.31	%	$	40,600		41	%
2020	$	26.64		(23.64	)%		1.38	%		—	%(h)		1.38	%	$	27,519		40	%
2019	$	35.65		(11.81	)%		1.30	%		(0.06	)%		1.30	%	$	71,708		40	%
2018	$	46.47		16.08	%		1.28	%		(0.12	)%		1.28	%	$	78,079		45	%
Member Class
Year Ended June 30, 2022	$	36.80		(15.17	)%		1.50	%		(0.10	)%		1.99	%	$	3,232		36	%
November 3, 2020 (g) through June 30, 2021	$	45.58		72.85	%		1.50	%		(1.04	)%		5.05	%	$	2,172		41	%

See notes to financial statements.

137

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Return of Capital
Victory Integrity Mid-Cap Value Fund
Class A
Year Ended June 30:
2022	$	23.72		0.21			(1.66	)		(1.45	)		—			(1.16	)		—
2021	$	15.30		0.13			8.74			8.87			(0.37	)		—			(0.08	)
2020	$	17.86		0.24			(2.70	)		(2.46	)		(0.10	)		—			—
2019	$	19.17		0.19			(0.32	)		(0.13	)		(0.19	)		(0.99	)		—
2018	$	17.91		0.19			1.84			2.03			(0.15	)		(0.62	)		—
Class C
Year Ended June 30:
2022	$	23.81		0.03			(1.65	)		(1.62	)		—			(1.16	)		—
2021	$	15.37		(0.05	)		8.82			8.77			(0.27	)		—			(0.06	)
November 4, 2019 (f) through June 30, 2020	$	18.75		0.11			(3.39	)		(3.28	)		(0.10	)		—			—
Class R6
Year Ended June 30:
2022	$	23.99		0.31			(1.69	)		(1.38	)		(0.05	)		(1.16	)		—
2021	$	15.47		0.19			8.85			9.04			(0.43	)		—			(0.09	)
2020	$	18.02		0.33			(2.74	)		(2.41	)		(0.14	)		—			—
2019	$	19.30		0.26			(0.32	)		(0.06	)		(0.23	)		(0.99	)		—
2018	$	18.02		0.22			1.87			2.09			(0.19	)		(0.62	)		—
Class Y
Year Ended June 30:
2022	$	23.95		0.28			(1.70	)		(1.42	)		(0.01	)		(1.16	)		—
2021	$	15.44		0.06			8.94			9.00			(0.41	)		—			(0.08	)
2020	$	18.02		0.25			(2.68	)		(2.43	)		(0.15	)		—			—
2019	$	19.34		0.28			(0.37	)		(0.09	)		(0.24	)		(0.99	)		—
2018	$	18.06		0.24			1.85			2.09			(0.19	)		(0.62	)		—
Member Class
Year Ended June 30, 2022	$	24.08		0.27			(1.72	)		(1.45	)		—			(1.16	)		—
November 3, 2020 (f) through June 30, 2021	$	16.94		(0.26	)		7.58			7.32			(0.17	)		—			(0.01	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  Commencement of operations.

See notes to financial statements.

138

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Integrity Mid-Cap Value Fund
Class A
Year Ended June 30:
2022		(1.16	)	$	21.11		(6.56	)%		1.00	%		0.90	%		1.42	%	$	19,898		70	%
2021		(0.45	)	$	23.72		58.66	%		1.00	%		0.64	%		1.37	%	$	12,542		67	%
2020		(0.10	)	$	15.30		(13.90	)%		1.00	%		1.40	%		1.43	%	$	8,574		82	%
2019		(1.18	)	$	17.86		0.36	%		1.00	%		1.05	%		1.51	%	$	7,567		73	%
2018		(0.77	)	$	19.17		11.32	%		1.09	%		1.01	%		1.67	%	$	4,255		73	%
Class C
Year Ended June 30:
2022		(1.16	)	$	21.03		(7.26	)%		1.75	%		0.14	%		2.82	%	$	83		70	%
2021		(0.33	)	$	23.81		57.43	%		1.75	%		(0.25	)%		16.27	%	$	78		67	%
November 4, 2019 (f) through June 30, 2020		(0.10	)	$	15.37		(17.55	)%		1.75	%		1.02	%		43.95	%	$	44		82	%
Class R6
Year Ended June 30:
2022		(1.21	)	$	21.40		(6.21	)%		0.60	%		1.28	%		0.87	%	$	207,959		70	%
2021		(0.52	)	$	23.99		59.24	%		0.60	%		0.94	%		0.88	%	$	226,652		67	%
2020		(0.14	)	$	15.47		(13.53	)%		0.60	%		1.93	%		0.88	%	$	184,503		82	%
2019		(1.22	)	$	18.02		0.72	%		0.60	%		1.43	%		0.94	%	$	56,232		73	%
2018		(0.81	)	$	19.30		11.68	%		0.77	%		1.14	%		1.17	%	$	6,750		73	%
Class Y
Year Ended June 30:
2022		(1.17	)	$	21.36		(6.35	)%		0.75	%		1.18	%		1.03	%	$	45,535		70	%
2021		(0.49	)	$	23.95		59.03	%		0.75	%		0.29	%		1.08	%	$	25,003		67	%
2020		(0.15	)	$	15.44		(13.67	)%		0.75	%		1.46	%		1.21	%	$	9,352		82	%
2019		(1.23	)	$	18.02		0.58	%		0.75	%		1.52	%		1.17	%	$	21,486		73	%
2018		(0.81	)	$	19.34		11.58	%		0.84	%		1.25	%		1.13	%	$	59,866		73	%
Member Class
Year Ended June 30, 2022		(1.16	)	$	21.47		(6.46	)%		0.85	%		1.11	%		1.97	%	$	2,385		70	%
November 3, 2020 (f) through June 30, 2021		(0.18	)	$	24.08		43.46	%		0.85	%		(1.69	)%		8.67	%	$	845		67	%

See notes to financial statements.

139

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Integrity Small-Cap Value Fund
Class A
Year Ended June 30: 2022	$	43.97		0.03			(4.51	)		(4.48	)		(0.04	)		(6.94	)
2021	$	24.40		(0.01	)		19.61			19.60			(0.03	)		—
2020	$	32.37		0.03			(7.86	)		(7.83	)		—			(0.14	)
2019	$	40.06		0.09			(3.59	)		(3.50	)		—			(4.19	)
2018	$	37.70		(0.04	)		4.76			4.72			—			(2.36	)
Class C
Year Ended June 30: 2022	$	37.22		(0.22	)		(3.67	)		(3.89	)		—			(6.94	)
2021	$	20.81		(0.26	)		16.67			16.41			—			—
2020	$	27.85		(0.17	)		(6.73	)		(6.90	)		—			(0.14	)
2019	$	35.40		(0.13	)		(3.23	)		(3.36	)		—			(4.19	)
2018	$	33.76		(0.24	)		4.24			4.00			—			(2.36	)
Class R
Year Ended June 30: 2022	$	42.35		(0.07	)		(4.30	)		(4.37	)		—			(6.94	)
2021	$	23.53		(0.10	)		18.92			18.82			—			—
2020	$	31.32		(0.05	)		(7.60	)		(7.65	)		—			(0.14	)
2019	$	39.02		(0.01	)		(3.50	)		(3.51	)		—			(4.19	)
2018	$	36.86		(0.13	)		4.65			4.52			—			(2.36	)
Class R6
Year Ended June 30: 2022	$	45.91		0.26			(4.75	)		(4.49	)		(0.24	)		(6.94	)
2021	$	25.43		0.18			20.47			20.65			(0.17	)		—
2020	$	33.70		0.19			(8.18	)		(7.99	)		(0.14	)		(0.14	)
2019	$	41.51		0.24			(3.67	)		(3.43	)		(0.19	)		(4.19	)
2018	$	38.86		0.18			4.92			5.10			(0.09	)		(2.36	)
Class Y
Year Ended June 30: 2022	$	45.62		0.21			(4.71	)		(4.50	)		(0.20	)		(6.94	)
2021	$	25.27		0.13			20.34			20.47			(0.12	)		—
2020	$	33.49		0.14			(8.13	)		(7.99	)		(0.09	)		(0.14	)
2019	$	41.25		0.21			(3.67	)		(3.46	)		(0.11	)		(4.19	)
2018	$	38.63		0.11			4.89			5.00			(0.02	)		(2.36	)

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

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

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

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

See notes to financial statements.

140

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(d)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Integrity Small-Cap Value Fund
Class A
Year Ended June 30: 2022		(6.98	)	$	32.51		(12.11	)%		1.50	%		0.08	%		1.50	%	$	69,687		58	%
2021		(0.03	)	$	43.97		80.37	%		1.50	%		(0.02	)%		1.50	%	$	91,203		56	%
2020		(0.14	)	$	24.40		(24.33	)%		1.48	%		0.10	%		1.48	%	$	79,429		80	%
2019		(4.19	)	$	32.37		(7.16	)%		1.50	%		0.25	%		1.58	%	$	140,439		72	%
2018		(2.36	)	$	40.06		12.55	%		1.50	%		(0.10	)%		1.54	%	$	221,775		70	%
Class C
Year Ended June 30: 2022		(6.94	)	$	26.39		(12.77	)%		2.25	%		(0.67	)%		2.25	%	$	5,667		58	%
2021		—		$	37.22		78.86	%		2.34	%		(0.89	)%		2.34	%	$	7,578		56	%
2020		(0.14	)	$	20.81		(24.91	)%		2.25	%		(0.69	)%		2.25	%	$	5,796		80	%
2019		(4.19	)	$	27.85		(7.79	)%		2.16	%		(0.42	)%		2.16	%	$	11,083		72	%
2018		(2.36	)	$	35.40		11.86	%		2.13	%		(0.70	)%		2.13	%	$	16,746		70	%
Class R
Year Ended June 30: 2022		(6.94	)	$	31.04		(12.32	)%		1.75	%		(0.18	)%		1.99	%	$	4,605		58	%
2021		—		$	42.35		79.91	%		1.75	%		(0.29	)%		1.95	%	$	7,099		56	%
2020		(0.14	)	$	23.53		(24.54	)%		1.75	%		(0.19	)%		1.86	%	$	5,303		80	%
2019		(4.19	)	$	31.32		(7.39	)%		1.75	%		(0.03	)%		1.99	%	$	10,451		72	%
2018		(2.36	)	$	39.02		12.29	%		1.75	%		(0.35	)%		1.89	%	$	14,952		70	%
Class R6
Year Ended June 30: 2022		(7.18	)	$	34.24		(11.63	)%		0.95	%		0.61	%		0.95	%	$	716,271		58	%
2021		(0.17	)	$	45.91		81.42	%		0.96	%		0.52	%		0.96	%	$	1,145,953		56	%
2020		(0.28	)	$	25.43		(23.95	)%		0.97	%		0.64	%		0.97	%	$	984,938		80	%
2019		(4.38	)	$	33.70		(6.67	)%		0.96	%		0.65	%		0.96	%	$	1,179,915		72	%
2018		(2.45	)	$	41.51		13.17	%		0.95	%		0.45	%		0.95	%	$	938,831		70	%
Class Y
Year Ended June 30: 2022		(7.14	)	$	33.98		(11.72	)%		1.07	%		0.51	%		1.07	%	$	606,277		58	%
2021		(0.12	)	$	45.62		81.13	%		1.08	%		0.36	%		1.08	%	$	765,951		56	%
2020		(0.23	)	$	25.27		(24.04	)%		1.11	%		0.47	%		1.11	%	$	491,836		80	%
2019		(4.30	)	$	33.49		(6.83	)%		1.12	%		0.58	%		1.12	%	$	981,688		72	%
2018		(2.38	)	$	41.25		13.01	%		1.12	%		0.28	%		1.12	%	$	1,467,901		70	%

See notes to financial statements.

141

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Integrity Small/Mid-Cap Value Fund
Class A
Year Ended June 30: 2022	$	22.98		0.15			(1.99	)		(1.84	)		(0.05	)		(1.39	)
2021	$	13.46		0.05			9.73			9.78			(0.26	)		—
2020	$	16.70		0.10			(3.24	)		(3.14	)		(0.10	)		—
2019	$	17.75		0.12			(0.53	)		(0.41	)		(0.12	)		(0.52	)
2018	$	16.04		0.07			1.89			1.96			(0.05	)		(0.20	)
Class R6
Year Ended June 30: 2022	$	23.30		0.22			(2.02	)		(1.80	)		(0.11	)		(1.39	)
2021	$	13.64		0.14			9.82			9.96			(0.30	)		—
2020	$	16.91		0.15			(3.28	)		(3.13	)		(0.14	)		—
2019	$	17.96		0.14			(0.51	)		(0.37	)		(0.16	)		(0.52	)
2018	$	16.20		0.05			1.99			2.04			(0.08	)		(0.20	)
Class Y
Year Ended June 30: 2022	$	23.23		0.21			(2.02	)		(1.81	)		(0.10	)		(1.39	)
2021	$	13.60		0.12			9.81			9.93			(0.30	)		—
2020	$	16.86		0.14			(3.27	)		(3.13	)		(0.13	)		—
2019	$	17.92		0.22			(0.60	)		(0.38	)		(0.16	)		(0.52	)
2018	$	16.17		0.12			1.91			2.03			(0.08	)		(0.20	)
Member Class
Year Ended June 30, 2022	$	23.18		0.21			(2.04	)		(1.83	)		(0.09	)		(1.39	)
November 3, 2020 (f) through June 30, 2021	$	14.86		(0.27	)		8.73			8.46			(0.14	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  Commencement of operations.

See notes to financial statements.

142

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Integrity Small/Mid-Cap Value Fund
Class A
Year Ended June 30: 2022		(1.44	)	$	19.70		(8.64	)%		1.13	%		0.67	%		1.50	%	$	7,149		63	%
2021		(0.26	)	$	22.98		73.21	%		1.13	%		0.27	%		1.68	%	$	6,589		61	%
2020		(0.10	)	$	13.46		(18.97	)%		1.13	%		0.67	%		1.65	%	$	3,241		72	%
2019		(0.64	)	$	16.70		(1.66	)%		1.13	%		0.70	%		1.71	%	$	3,626		67	%
2018		(0.25	)	$	17.75		12.16	%		1.13	%		0.42	%		1.74	%	$	2,996		77	%
Class R6
Year Ended June 30: 2022		(1.50	)	$	20.00		(8.38	)%		0.83	%		0.97	%		0.93	%	$	151,752		63	%
2021		(0.30	)	$	23.30		73.68	%		0.83	%		0.72	%		0.94	%	$	143,273		61	%
2020		(0.14	)	$	13.64		(18.70	)%		0.83	%		0.97	%		0.97	%	$	80,284		72	%
2019		(0.68	)	$	16.91		(1.39	)%		0.83	%		0.86	%		0.96	%	$	95,286		67	%
2018		(0.28	)	$	17.96		12.54	%		0.83	%		0.28	%		1.26	%	$	24,926		77	%
Class Y
Year Ended June 30: 2022		(1.49	)	$	19.93		(8.45	)%		0.88	%		0.91	%		0.97	%	$	46,579		63	%
2021		(0.30	)	$	23.23		73.61	%		0.88	%		0.66	%		0.98	%	$	56,537		61	%
2020		(0.13	)	$	13.60		(18.73	)%		0.88	%		0.92	%		1.01	%	$	32,572		72	%
2019		(0.68	)	$	16.86		(1.45	)%		0.88	%		1.30	%		1.03	%	$	35,927		67	%
2018		(0.28	)	$	17.92		12.51	%		0.88	%		0.67	%		1.13	%	$	92,019		77	%
Member Class
Year Ended June 30, 2022		(1.48	)	$	19.87		(8.50	)%		0.95	%		0.90	%		1.59	%	$	5,054		63	%
November 3, 2020 (f) through June 30, 2021		(0.14	)	$	23.18		57.17	%		0.95	%		(1.84	)%		4.39	%	$	2,388		61	%

See notes to financial statements.

143

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Munder Multi-Cap Fund
Class A
Year Ended June 30: 2022	$	53.57		—	(d)		(3.48	)		(3.48	)		—			(6.13	)
2021	$	38.28		(0.09	)		15.41			15.32			(0.03	)		—
2020	$	38.75		0.03			0.65			0.68			(0.10	)		(1.05	)
2019	$	44.99		0.10			0.08			0.18			—			(6.42	)
2018	$	41.77		(0.03	)		5.71			5.68			—	(d)		(2.46	)
Class C
Year Ended June 30: 2022	$	40.76		(0.35	)		(2.32	)		(2.67	)		—			(6.13	)
2021	$	29.35		(0.35	)		11.76			11.41			—			—
2020	$	30.10		(0.22	)		0.52			0.30			—			(1.05	)
2019	$	36.81		(0.16	)		(0.13	)		(0.29	)		—			(6.42	)
2018	$	34.82		(0.34	)		4.79			4.45			—			(2.46	)
Class Y
Year Ended June 30: 2022	$	58.88		0.19			(3.96	)		(3.77	)		—			(6.13	)
2021	$	42.05		0.08			16.93			17.01			(0.18	)		—
2020	$	42.42		0.19			0.72			0.91			(0.23	)		(1.05	)
2019	$	48.41		0.27			0.16			0.43			—			(6.42	)
2018	$	44.62		0.14			6.11			6.25			—			(2.46	)

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

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

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

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

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

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

See notes to financial statements.

144

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(e)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Munder Multi-Cap Fund
Class A
Year Ended June 30: 2022		(6.13	)	$	43.96		(8.71	)%		1.28	%		0.00	%		1.28	%	$	332,533		64	%
2021		(0.03	)	$	53.57		40.04	%		1.35	%		(0.20	)%		1.35	%	$	393,769		70	%
2020		(1.15	)	$	38.28		1.53	%		1.35	%		0.09	%		1.35	%	$	311,642		100	%
2019		(6.42	)	$	38.75		2.86	%		1.36	%		0.25	%		1.36	%	$	346,180		107	%
2018		(2.46	)	$	44.99		13.37	%(f)		1.36	%		(0.07	)%		1.36	%	$	374,259		123	%
Class C
Year Ended June 30: 2022		(6.13	)	$	31.96		(9.53	)%		2.16	%		(0.88	)%		2.37	%	$	3,287		64	%
2021		—		$	40.76		38.88	%		2.16	%		(1.00	)%		2.32	%	$	4,339		70	%
2020		(1.05	)	$	29.35		0.69	%		2.18	%		(0.73	)%		2.20	%	$	5,769		100	%
2019		(6.42	)	$	30.10		2.21	%		2.07	%		(0.48	)%		2.07	%	$	10,056		107	%
2018		(2.46	)	$	36.81		12.48	%(f)		2.16	%		(0.91	)%		2.16	%	$	18,383		123	%
Class Y
Year Ended June 30: 2022		(6.13	)	$	48.98		(8.41	)%		0.96	%		0.32	%		0.96	%	$	35,063		64	%
2021		(0.18	)	$	58.88		40.51	%		0.99	%		0.16	%		0.99	%	$	40,374		70	%
2020		(1.28	)	$	42.05		1.92	%		0.99	%		0.46	%		0.99	%	$	30,258		100	%
2019		(6.42	)	$	42.42		3.21	%		1.00	%		0.61	%		1.00	%	$	30,776		107	%
2018		(2.46	)	$	48.41		13.81	%(f)		1.00	%		0.29	%		1.00	%	$	33,503		123	%

See notes to financial statements.

145

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory S&P 500 Index Fund
Class A
Year Ended June 30: 2022	$	25.84		0.23		(2.72	)		(2.49	)		(0.21	)		(1.90	)
2021	$	19.80		0.22		7.43			7.65			(0.24	)		(1.37	)
2020	$	21.07		0.29		1.20			1.49			(0.28	)		(2.48	)
2019	$	21.52		0.31		1.43			1.74			(0.33	)		(1.86	)
2018	$	22.20		0.31		2.65			2.96			(0.31	)		(3.33	)
Class R
Year Ended June 30: 2022	$	25.74		0.13		(2.70	)		(2.57	)		(0.12	)		(1.90	)
2021	$	19.74		0.13		7.39			7.52			(0.15	)		(1.37	)
2020	$	21.01		0.21		1.21			1.42			(0.21	)		(2.48	)
2019	$	21.47		0.22		1.43			1.65			(0.25	)		(1.86	)
2018	$	22.15		0.21		2.66			2.87			(0.22	)		(3.33	)
Class Y
Year Ended June 30: 2022	$	26.07		0.25		(2.75	)		(2.50	)		(0.23	)		(1.90	)
2021	$	19.96		0.25		7.49			7.74			(0.26	)		(1.37	)
2020	$	21.22		0.32		1.21			1.53			(0.31	)		(2.48	)
2019	$	21.66		0.33		1.45			1.78			(0.36	)		(1.86	)
2018	$	22.31		0.35		2.67			3.02			(0.34	)		(3.33	)

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

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

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

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

See notes to financial statements.

146

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(d)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory S&P 500 Index Fund
Class A
Year Ended June 30: 2022		(2.11	)	$	21.24		(11.11	)%		0.53	%		0.89	%		0.53	%	$	156,112		5	%
2021		(1.61	)	$	25.84		40.00	%		0.55	%		0.97	%		0.55	%	$	194,818		3	%
2020		(2.76	)	$	19.80		6.96	%		0.55	%		1.42	%		0.55	%	$	153,714		4	%
2019		(2.19	)	$	21.07		9.80	%		0.53	%		1.46	%		0.53	%	$	188,004		3	%
2018		(3.64	)	$	21.52		13.73	%		0.55	%		1.38	%		0.55	%	$	192,530		2	%
Class R
Year Ended June 30: 2022		(2.02	)	$	21.15		(11.43	)%		0.92	%		0.50	%		0.92	%	$	17,735		5	%
2021		(1.52	)	$	25.74		39.38	%		0.95	%		0.57	%		0.95	%	$	17,907		3	%
2020		(2.69	)	$	19.74		6.57	%		0.95	%		1.02	%		0.95	%	$	13,726		4	%
2019		(2.11	)	$	21.01		9.31	%		0.96	%		1.04	%		0.96	%	$	14,501		3	%
2018		(3.55	)	$	21.47		13.31	%		0.97	%		0.97	%		0.97	%	$	17,052		2	%
Class Y
Year Ended June 30: 2022		(2.13	)	$	21.44		(11.06	)%		0.44	%		0.98	%		0.44	%	$	49,382		5	%
2021		(1.63	)	$	26.07		40.16	%		0.45	%		1.07	%		0.45	%	$	56,607		3	%
2020		(2.79	)	$	19.96		7.07	%		0.43	%		1.56	%		0.43	%	$	46,072		4	%
2019		(2.22	)	$	21.22		9.93	%		0.43	%		1.57	%		0.43	%	$	32,146		3	%
2018		(3.67	)	$	21.66		13.96	%		0.39	%		1.57	%		0.39	%	$	19,932		2	%

See notes to financial statements.

147

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Munder Mid-Cap Core Growth Fund
Class A
Year Ended June 30: 2022	$	15.41		(0.05	)		(1.67	)		(1.72	)		—			(4.16	)
2021	$	11.76		(0.09	)		5.40			5.31			—			(1.66	)
2020	$	22.95		(0.07	)		0.01			(0.06	)		—			(11.13	)
2019	$	34.56		(0.13	)		(0.72	)		(0.85	)		—			(10.76	)
2018	$	37.21		(0.11	)		4.55			4.44			—			(7.09	)
Class C
Year Ended June 30: 2022	$	5.25		(0.03	)		—			(0.03	)		—	(d)		(4.16	)
2021	$	4.90		(0.07	)		2.08			2.01			—			(1.66	)
2020	$	15.96		(0.10	)		0.17			0.07			—			(11.13	)
2019	$	27.98		(0.23	)		(1.03	)		(1.26	)		—			(10.76	)
2018	$	31.54		(0.29	)		3.82			3.53			—			(7.09	)
Class R
Year Ended June 30: 2022	$	12.75		(0.07	)		(1.23	)		(1.30	)		—			(4.16	)
2021	$	9.98		(0.11	)		4.54			4.43			—			(1.66	)
2020	$	21.16		(0.09	)		0.04			(0.05	)		—			(11.13	)
2019	$	32.91		(0.20	)		(0.79	)		(0.99	)		—			(10.76	)
2018	$	35.82		(0.20	)		4.38			4.18			—			(7.09	)
Class R6
Year Ended June 30: 2022	$	19.99		0.01			(2.44	)		(2.43	)		(0.02	)		(4.16	)
2021	$	14.80		(0.04	)		6.89			6.85			—			(1.66	)
2020	$	26.00		—	(d)		(0.07	)		(0.07	)		—			(11.13	)
2019	$	37.36		—	(d)		(0.60	)		(0.60	)		—			(10.76	)
2018	$	39.55		0.06			4.84			4.90			—			(7.09	)
Class Y
Year Ended June 30: 2022	$	19.00		(0.02	)		(2.27	)		(2.29	)		—			(4.16	)
2021	$	14.15		(0.05	)		6.56			6.51			—			(1.66	)
2020	$	25.37		(0.04	)		(0.05	)		(0.09	)		—			(11.13	)
2019	$	36.79		(0.07	)		(0.59	)		(0.66	)		—			(10.76	)
2018	$	39.10		(0.01	)		4.79			4.78			—			(7.09	)

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

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

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

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

See notes to financial statements.

148

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Munder Mid-Cap Core Growth Fund
Class A
Year Ended June 30: 2022		(4.16	)	$	9.53		(16.84	)%		1.26	%		(0.35	)%		1.26	%	$	157,570		80	%
2021		(1.66	)	$	15.41		47.52	%		1.27	%		(0.62	)%		1.27	%	$	216,453		103	%
2020		(11.13	)	$	11.76		(3.04	)%		1.29	%		(0.40	)%		1.29	%	$	186,571		86	%
2019		(10.76	)	$	22.95		4.18	%		1.28	%		(0.49	)%		1.28	%	$	292,120		82	%
2018		(7.09	)	$	34.56		12.08	%		1.28	%		(0.29	)%		1.28	%	$	575,926		50	%
Class C
Year Ended June 30: 2022		(4.16	)	$	1.06		(17.53	)%		2.12	%		(1.23	)%		2.15	%	$	4,714		80	%
2021		(1.66	)	$	5.25		46.51	%		2.06	%		(1.40	)%		2.06	%	$	9,806		103	%
2020		(11.13	)	$	4.90		(3.82	)%		2.03	%		(1.15	)%		2.03	%	$	14,053		86	%
2019		(10.76	)	$	15.96		3.51	%		1.94	%		(1.14	)%		1.94	%	$	26,825		82	%
2018		(7.09	)	$	27.98		11.28	%		1.96	%		(0.94	)%		1.96	%	$	52,210		50	%
Class R
Year Ended June 30: 2022		(4.16	)	$	7.29		(17.10	)%		1.57	%		(0.66	)%		1.75	%	$	8,890		80	%
2021		(1.66	)	$	12.75		47.15	%		1.57	%		(0.92	)%		1.69	%	$	13,463		103	%
2020		(11.13	)	$	9.98		(3.28	)%		1.57	%		(0.68	)%		1.67	%	$	12,943		86	%
2019		(10.76	)	$	21.16		3.85	%		1.57	%		(0.79	)%		1.69	%	$	18,438		82	%
2018		(7.09	)	$	32.91		11.79	%		1.57	%		(0.58	)%		1.65	%	$	25,939		50	%
Class R6
Year Ended June 30: 2022		(4.18	)	$	13.38		(16.53	)%		0.87	%		0.04	%		0.87	%	$	70,577		80	%
2021		(1.66	)	$	19.99		48.19	%		0.87	%		(0.21	)%		0.87	%	$	98,852		103	%
2020		(11.13	)	$	14.80		(2.60	)%		0.86	%		0.01	%		0.86	%	$	113,104		86	%
2019		(10.76	)	$	26.00		4.57	%		0.87	%		(0.01	)%		0.87	%	$	310,949		82	%
2018		(7.09	)	$	37.36		12.56	%		0.84	%		0.15	%		0.84	%	$	685,568		50	%
Class Y
Year Ended June 30: 2022		(4.16	)	$	12.55		(16.64	)%		0.98	%		(0.10	)%		0.98	%	$	122,169		80	%
2021		(1.66	)	$	19.00		48.00	%		0.98	%		(0.33	)%		0.98	%	$	242,860		103	%
2020		(11.13	)	$	14.15		(2.76	)%		1.04	%		(0.18	)%		1.04	%	$	257,692		86	%
2019		(10.76	)	$	25.37		4.47	%		1.02	%		(0.22	)%		1.02	%	$	810,261		82	%
2018		(7.09	)	$	36.79		12.38	%		1.01	%		(0.02	)%		1.01	%	$	2,240,305		50	%

See notes to financial statements.

149

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Munder Small Cap Growth Fund
Class A
Year Ended June 30: 2022	$	20.38		(0.14	)		(6.16	)		(6.30	)		—			(1.90	)
2021	$	14.13		(0.16	)		7.85			7.69			(0.02	)		(1.42	)
2020	$	13.39		(0.09	)		1.88			1.79			—			(1.05	)
2019	$	13.81		(0.12	)		1.12			1.00			—			(1.42	)
2018	$	11.14		(0.10	)		2.84			2.74			—			(0.07	)
Class I
Year Ended June 30: 2022	$	20.75		(0.10	)		(6.30	)		(6.40	)		—			(1.90	)
2021	$	14.35		(0.11	)		7.98			7.87			(0.05	)		(1.42	)
2020	$	13.56		(0.05	)		1.89			1.84			—			(1.05	)
2019	$	13.92		(0.09	)		1.15			1.06			—			(1.42	)
2018	$	11.21		(0.07	)		2.85			2.78			—			(0.07	)
Class Y
Year Ended June 30: 2022	$	20.51		(0.11	)		(6.22	)		(6.33	)		—			(1.90	)
2021	$	14.20		(0.13	)		7.89			7.76			(0.03	)		(1.42	)
2020	$	13.44		(0.06	)		1.87			1.81			—			(1.05	)
2019	$	13.88		(0.11	)		1.09			0.98			—			(1.42	)
2018	$	11.18		(0.09	)		2.86			2.77			—			(0.07	)

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

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

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

See notes to financial statements.

150

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Munder Small Cap Growth Fund
Class A
Year Ended June 30: 2022		(1.90	)	$	12.18		(33.53	)%		1.40	%		(0.82	)%		2.39	%	$	643		36	%
2021		(1.44	)	$	20.38		56.27	%		1.40	%		(0.89	)%		2.09	%	$	614		28	%
2020		(1.05	)	$	14.13		13.64	%		1.40	%		(0.67	)%		2.26	%	$	359		56	%
2019		(1.42	)	$	13.39		10.06	%		1.40	%		(0.90	)%		2.31	%	$	189		108	%
2018		(0.07	)	$	13.81		24.73	%		1.40	%		(0.86	)%		2.69	%	$	174		62	%
Class I
Year Ended June 30: 2022		(1.90	)	$	12.45		(33.41	)%		1.15	%		(0.60	)%		1.24	%	$	9,981		36	%
2021		(1.47	)	$	20.75		56.71	%		1.15	%		(0.64	)%		1.22	%	$	16,328		28	%
2020		(1.05	)	$	14.35		13.85	%		1.15	%		(0.39	)%		1.32	%	$	10,370		56	%
2019		(1.42	)	$	13.56		10.44	%		1.15	%		(0.65	)%		1.17	%	$	9,034		108	%
2018		(0.07	)	$	13.92		24.94	%		1.15	%		(0.61	)%		1.31	%	$	7,518		62	%
Class Y
Year Ended June 30: 2022		(1.90	)	$	12.28		(33.46	)%		1.25	%		(0.67	)%		1.33	%	$	142		36	%
2021		(1.45	)	$	20.51		56.57	%		1.25	%		(0.74	)%		1.85	%	$	158		28	%
2020		(1.05	)	$	14.20		13.74	%		1.25	%		(0.49	)%		2.84	%	$	87		56	%
2019		(1.42	)	$	13.44		9.84	%		1.25	%		(0.77	)%		1.45	%	$	77		108	%
2018		(0.07	)	$	13.88		24.92	%		1.25	%		(0.71	)%		2.98	%	$	70		62	%

See notes to financial statements.

151

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Trivalent International Fund-Core Equity
Class A
Year Ended June 30: 2022	$	8.35		0.17		(1.73	)		(1.56	)		(0.28	)		—
2021	$	6.49		0.18		1.77			1.95			(0.09	)		—
2020	$	6.87		0.12		(0.44	)		(0.32	)		(0.06	)		—
2019	$	7.28		0.14		(0.30	)		(0.16	)		(0.13	)		(0.12	)
2018	$	7.21		0.13		0.44			0.57			(0.13	)		(0.37	)
Class C
Year Ended June 30: 2022	$	8.33		0.11		(1.73	)		(1.62	)		(0.21	)		—
2021	$	6.46		0.12		1.76			1.88			(0.01	)		—
2020	$	6.84		0.06		(0.43	)		(0.37	)		(0.01	)		—
2019	$	7.22		0.08		(0.27	)		(0.19	)		(0.07	)		(0.12	)
2018	$	7.16		0.05		0.45			0.50			(0.07	)		(0.37	)
Class I
Year Ended June 30: 2022	$	8.40		0.20		(1.74	)		(1.54	)		(0.31	)		—
2021	$	6.53		0.21		1.78			1.99			(0.12	)		—
2020	$	6.90		0.14		(0.43	)		(0.29	)		(0.08	)		—
2019	$	7.29		0.17		(0.30	)		(0.13	)		(0.14	)		(0.12	)
2018	$	7.23		0.24		0.34			0.58			(0.15	)		(0.37	)
Class R6
Year Ended June 30: 2022	$	8.45		0.21		(1.75	)		(1.54	)		(0.31	)		—
2021	$	6.57		0.21		1.78			1.99			(0.11	)		—
2020	$	6.92		0.14		(0.43	)		(0.29	)		(0.06	)		—
2019	$	7.31		0.17		(0.29	)		(0.12	)		(0.15	)		(0.12	)
2018	$	7.23		0.21		0.39			0.60			(0.15	)		(0.37	)
Class Y
Year Ended June 30: 2022	$	8.34		0.19		(1.73	)		(1.54	)		(0.30	)		—
2021	$	6.48		0.20		1.77			1.97			(0.11	)		—
2020	$	6.87		0.13		(0.44	)		(0.31	)		(0.08	)		—
2019	$	7.26		0.15		(0.28	)		(0.13	)		(0.14	)		(0.12	)
2018	$	7.20		0.12		0.46			0.58			(0.15	)		(0.37	)

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

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

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

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

See notes to financial statements.

152

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(d)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Trivalent International Fund-Core Equity
Class A
Year Ended June 30: 2022		(0.28	)	$	6.51		(19.33	)%		0.95	%		2.18	%		1.77	%	$	4,147		55	%
2021		(0.09	)	$	8.35		30.28	%		0.95	%		2.32	%		1.76	%	$	5,379		47	%
2020		(0.06	)	$	6.49		(4.72	)%		0.95	%		1.73	%		1.84	%	$	4,550		49	%
2019		(0.25	)	$	6.87		(1.69	)%		0.95	%		2.08	%		1.96	%	$	5,347		56	%
2018		(0.50	)	$	7.28		7.74	%		1.11	%		1.71	%		1.91	%	$	8,620		51	%
Class C
Year Ended June 30: 2022		(0.21	)	$	6.50		(19.89	)%		1.70	%		1.40	%		20.36	%	$	71		55	%
2021		(0.01	)	$	8.33		29.09	%		1.70	%		1.59	%		12.66	%	$	108		47	%
2020		(0.01	)	$	6.46		(5.48	)%		1.70	%		0.87	%		6.44	%	$	204		49	%
2019		(0.19	)	$	6.84		(2.19	)%		1.70	%		1.22	%		5.22	%	$	335		56	%
2018		(0.44	)	$	7.22		6.81	%		1.87	%		0.64	%		3.61	%	$	449		51	%
Class I
Year Ended June 30: 2022		(0.31	)	$	6.55		(19.03	)%		0.60	%		2.57	%		1.62	%	$	2,834		55	%
2021		(0.12	)	$	8.40		30.65	%		0.60	%		2.69	%		1.42	%	$	3,303		47	%
2020		(0.08	)	$	6.53		(4.36	)%		0.60	%		2.12	%		1.54	%	$	2,579		49	%
2019		(0.26	)	$	6.90		(1.19	)%		0.60	%		2.48	%		1.76	%	$	2,268		56	%
2018		(0.52	)	$	7.29		8.07	%		0.72	%		3.17	%		2.67	%	$	2,575		51	%
Class R6
Year Ended June 30: 2022		(0.31	)	$	6.60		(18.93	)%		0.55	%		2.60	%		0.96	%	$	172,965		55	%
2021		(0.11	)	$	8.45		30.57	%		0.55	%		2.75	%		1.00	%	$	204,691		47	%
2020		(0.06	)	$	6.57		(4.34	)%		0.55	%		2.06	%		1.01	%	$	119,275		49	%
2019		(0.27	)	$	6.92		(1.12	)%		0.55	%		2.53	%		1.45	%	$	5,661		56	%
2018		(0.52	)	$	7.31		8.14	%		0.71	%		2.71	%		1.71	%	$	5,975		51	%
Class Y
Year Ended June 30: 2022		(0.30	)	$	6.50		(19.16	)%		0.70	%		2.42	%		1.21	%	$	6,614		55	%
2021		(0.11	)	$	8.34		30.62	%		0.70	%		2.59	%		1.19	%	$	8,574		47	%
2020		(0.08	)	$	6.48		(4.60	)%		0.70	%		1.95	%		1.32	%	$	6,532		49	%
2019		(0.26	)	$	6.87		(1.34	)%		0.70	%		2.26	%		1.40	%	$	8,482		56	%
2018		(0.52	)	$	7.26		8.01	%		0.87	%		1.62	%		1.49	%	$	9,712		51	%

See notes to financial statements.

153

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Trivalent International Small-Cap Fund
Class A
Year Ended June 30: 2022	$	18.04		0.18			(4.40	)		(4.22	)		(0.23	)		(1.16	)
2021	$	12.83		0.14			5.07			5.21			—			—
2020	$	13.02		0.06			(0.02	)		0.04			(0.23	)		—
2019	$	14.46		0.13			(1.22	)		(1.09	)		(0.09	)		(0.26	)
2018	$	12.87		0.10			1.72			1.82			(0.15	)		(0.08	)
Class C
Year Ended June 30: 2022	$	17.46		0.05			(4.26	)		(4.21	)		(0.11	)		(1.16	)
2021	$	12.51		0.04			4.91			4.95			—			—
2020	$	12.71		(0.03	)		(0.03	)		(0.06	)		(0.14	)		—
2019	$	14.12		0.02			(1.17	)		(1.15	)		—			(0.26	)
2018	$	12.58		—	(d)		1.67			1.67			(0.05	)		(0.08	)
Class I
Year Ended June 30: 2022	$	18.19		0.26			(4.46	)		(4.20	)		(0.29	)		(1.16	)
2021	$	12.94		0.25			5.07			5.32			(0.07	)		—
2020	$	13.13		0.11			(0.02	)		0.09			(0.28	)		—
2019	$	14.58		0.18			(1.23	)		(1.05	)		(0.14	)		(0.26	)
2018	$	12.96		0.18			1.71			1.89			(0.19	)		(0.08	)
Class R6
Year Ended June 30: 2022	$	18.26		0.25			(4.48	)		(4.23	)		(0.28	)		(1.16	)
2021	$	13.00		0.23			5.09			5.32			(0.06	)		—
2020	$	13.19		0.12			(0.04	)		0.08			(0.27	)		—
2019	$	14.65		0.17			(1.24	)		(1.07	)		(0.13	)		(0.26	)
2018	$	13.02		0.15			1.73			1.88			(0.17	)		(0.08	)
Class Y
Year Ended June 30: 2022	$	18.10		0.22			(4.42	)		(4.20	)		(0.27	)		(1.16	)
2021	$	12.88		0.22			5.05			5.27			(0.05	)		—
2020	$	13.07		0.10			(0.03	)		0.07			(0.26	)		—
2019	$	14.52		0.16			(1.22	)		(1.06	)		(0.13	)		(0.26	)
2018	$	12.91		0.15			1.71			1.86			(0.17	)		(0.08	)

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

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

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

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

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

See notes to financial statements.

154

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(e)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)
Victory Trivalent International Small-Cap Fund
Class A
Year Ended June 30: 2022		(1.39	)	$	12.43		(25.22	)%		1.35	%		1.09	%		1.63	%	$	64,968		68	%
2021		—		$	18.04		40.61	%		1.35	%		0.91	%		1.63	%	$	93,832		64	%
2020		(0.23	)	$	12.83		0.15	%		1.35	%		0.47	%		1.63	%	$	108,115		52	%
2019		(0.35	)	$	13.02		(7.12	)%		1.35	%		1.02	%		1.59	%	$	137,665		54	%
2018		(0.23	)	$	14.46		14.14	%		1.35	%		0.68	%		1.56	%	$	122,933		62	%
Class C
Year Ended June 30: 2022		(1.27	)	$	11.98		(25.84	)%		2.10	%		0.30	%		2.49	%	$	3,283		68	%
2021		—		$	17.46		39.57	%		2.10	%		0.26	%		2.41	%	$	4,945		64	%
2020		(0.14	)	$	12.51		(0.65	)%		2.10	%		(0.28	)%		2.42	%	$	4,327		52	%
2019		(0.26	)	$	12.71		(7.78	)%		2.10	%		0.15	%		2.42	%	$	4,909		54	%
2018		(0.13	)	$	14.12		13.28	%		2.10	%		(0.03	)%		2.36	%	$	6,211		62	%
Class I
Year Ended June 30: 2022		(1.45	)	$	12.54		(24.96	)%		0.95	%		1.56	%		1.16	%	$	1,655,788		68	%
2021		(0.07	)	$	18.19		41.16	%		0.95	%		1.52	%		1.17	%	$	2,003,337		64	%
2020		(0.28	)	$	12.94		0.54	%		0.95	%		0.88	%		1.18	%	$	1,014,425		52	%
2019		(0.40	)	$	13.13		(6.69	)%		0.95	%		1.41	%		1.16	%	$	955,568		54	%
2018		(0.27	)	$	14.58		14.60	%		0.95	%		1.22	%		1.14	%	$	866,643		62	%
Class R6
Year Ended June 30: 2022		(1.44	)	$	12.59		(25.02	)%		1.03	%		1.52	%		1.03	%	$	123,487		68	%
2021		(0.06	)	$	18.26		41.06	%		1.03	%		1.43	%		1.03	%	$	133,486		64	%
2020		(0.27	)	$	13.00		0.36	%		1.06	%		0.94	%		1.06	%	$	73,480		52	%
2019		(0.39	)	$	13.19		(6.86	)%		1.08	%		1.31	%		1.08	%	$	42,975		54	%
2018		(0.25	)	$	14.65		14.49	%		1.08	%		1.01	%		1.08	%	$	39,497		62	%
Class Y
Year Ended June 30: 2022		(1.43	)	$	12.47		(25.07	)%		1.10	%		1.33	%		1.12	%	$	703,026		68	%
2021		(0.05	)	$	18.10		40.96	%		1.10	%		1.35	%		1.13	%	$	1,099,890		64	%
2020		(0.26	)	$	12.88		0.41	%		1.10	%		0.75	%		1.19	%	$	663,638		52	%
2019		(0.39	)	$	13.07		(6.88	)%		1.10	%		1.21	%		1.18	%	$	666,547		54	%
2018		(0.25	)	$	14.52		14.45	%		1.10	%		1.05	%		1.19	%	$	756,933		62	%

See notes to financial statements.

155

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period  

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Total Return Bond Fund
Class A
Year Ended June 30: 2022	$	9.84		0.13		(1.15	)		(1.02	)		(0.20	)		(0.20	)
2021	$	9.91		0.15		0.01			0.16			(0.23	)		(0.23	)
2020	$	9.46		0.20		0.50			0.70			(0.25	)		(0.25	)
2019	$	9.21		0.21		0.32			0.53			(0.28	)		(0.28	)
2018	$	9.54		0.20		(0.24	)		(0.04	)		(0.29	)		(0.29	)
Class C
Year Ended June 30: 2022	$	9.92		0.05		(1.15	)		(1.10	)		(0.13	)		(0.13	)
2021	$	9.99		0.08		0.01			0.09			(0.16	)		(0.16	)
2020	$	9.53		0.12		0.52			0.64			(0.18	)		(0.18	)
2019	$	9.28		0.15		0.31			0.46			(0.21	)		(0.21	)
2018	$	9.60		0.14		(0.25	)		(0.11	)		(0.21	)		(0.21	)
Class R6
Year Ended June 30: 2022	$	9.87		0.15		(1.15	)		(1.00	)		(0.23	)		(0.23	)
2021	$	9.94		0.17		0.02			0.19			(0.26	)		(0.26	)
2020	$	9.48		0.22		0.51			0.73			(0.27	)		(0.27	)
2019	$	9.23		0.24		0.31			0.55			(0.30	)		(0.30	)
2018	$	9.55		0.22		(0.23	)		(0.01	)		(0.31	)		(0.31	)
Class Y
Year Ended June 30: 2022	$	9.87		0.15		(1.15	)		(1.00	)		(0.23	)		(0.23	)
2021	$	9.94		0.17		0.02			0.19			(0.26	)		(0.26	)
2020	$	9.47		0.22		0.52			0.74			(0.27	)		(0.27	)
2019	$	9.23		0.24		0.30			0.54			(0.30	)		(0.30	)
2018	$	9.55		0.23		(0.24	)		(0.01	)		(0.31	)		(0.31	)

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

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

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

(d)  Portfolio turnover rate excluding mortgage dollar roll transactions was 103% for the year ended June 30, 2018.

See notes to financial statements.

156

Victory Portfolios Financial Highlights — continued

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)			Net Expenses(b)			Net Investment Income (Loss)			Gross Expenses(b)			Net Assets, End of Period (000's)		Portfolio Turnover(c)(d)
Victory INCORE Total Return Bond Fund
Class A
Year Ended June 30: 2022	$	8.62		(10.48	)%		0.85	%		1.34	%		1.20	%	$	7,507		55	%
2021	$	9.84		1.67	%		0.85	%		1.51	%		1.16	%	$	9,380		79	%
2020	$	9.91		7.57	%		0.85	%		2.03	%		1.11	%	$	11,472		74	%
2019	$	9.46		5.77	%		0.85	%		2.32	%		1.09	%	$	12,248		150	%
2018	$	9.21		(0.49	)%		0.85	%		2.15	%		1.11	%	$	12,592		110	%
Class C
Year Ended June 30: 2022	$	8.69		(11.23	)%		1.60	%		0.56	%		5.81	%	$	163		55	%
2021	$	9.92		0.91	%		1.60	%		0.80	%		3.68	%	$	451		79	%
2020	$	9.99		6.76	%		1.60	%		1.27	%		3.54	%	$	727		74	%
2019	$	9.53		5.05	%		1.60	%		1.67	%		3.12	%	$	574		150	%
2018	$	9.28		(1.12	)%		1.60	%		1.43	%		2.31	%	$	973		110	%
Class R6
Year Ended June 30: 2022	$	8.64		(10.30	)%		0.58	%		1.62	%		0.63	%	$	23,854		55	%
2021	$	9.87		1.93	%		0.58	%		1.73	%		0.61	%	$	26,970		79	%
2020	$	9.94		7.94	%		0.58	%		2.30	%		0.59	%	$	25,999		74	%
2019	$	9.48		6.05	%		0.57	%		2.61	%		0.57	%	$	24,929		150	%
2018	$	9.23		(0.12	)%		0.58	%		2.37	%		0.62	%	$	25,438		110	%
Class Y
Year Ended June 30: 2022	$	8.64		(10.32	)%		0.60	%		1.60	%		0.65	%	$	28,539		55	%
2021	$	9.87		1.91	%		0.60	%		1.74	%		0.64	%	$	31,032		79	%
2020	$	9.94		7.92	%		0.60	%		2.28	%		0.62	%	$	33,455		74	%
2019	$	9.47		5.99	%		0.60	%		2.63	%		0.63	%	$	31,026		150	%
2018	$	9.23		(0.13	)%		0.59	%		2.43	%		0.59	%	$	52,633		110	%

For a Share Outstanding Throughout Each Period  

See notes to financial statements.

157

Victory Portfolios Notes to Financial Statements
June 30, 2022

1. Organization:

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

The accompanying financial statements are those of the following 11 Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory Integrity Discovery Fund	Integrity Discovery Fund	A, C, R, Y, and Member Class
Victory Integrity Mid-Cap Value Fund	Integrity Mid-Cap Value Fund	A, C, R6, Y, and Member Class
Victory Integrity Small-Cap Value Fund	Integrity Small-Cap Value Fund	A, C, R, R6, and Y
Victory Integrity Small/Mid-Cap Value Fund	Integrity Small/Mid-Cap Value Fund	A, R6, Y, and Member Class
Victory Munder Multi-Cap Fund	Munder Multi-Cap Fund	A, C, and Y
Victory S&P 500 Index Fund	S&P 500 Index Fund	A, R, and Y
Victory Munder Mid-Cap Core Growth Fund	Munder Mid-Cap Core Growth Fund	A, C, R, R6, and Y
Victory Munder Small Cap Growth Fund	Munder Small Cap Growth Fund	A, I and Y
Victory Trivalent International Fund — Core Equity	Trivalent International Fund — Core Equity	A, C, R6, Y, and I
Victory Trivalent International Small-Cap Fund	Trivalent International Small-Cap Fund	A, C, R6, Y, and I
Victory INCORE Total Return Bond Fund	INCORE Total Return Bond Fund	A, C, R6, and Y

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

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

2. Significant Accounting Policies:

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

158

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

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

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

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

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

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

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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.

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.

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

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time a Fund's NAV is calculated. The Funds use a systematic valuation model, provided

159

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

daily by an independent third party to fair value its international equity securities. The valuations are categorized as Level 2 in the fair value hierarchy.

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

	Level 1			Level 2		Level 3			Total
Integrity Discovery Fund
Common Stocks	$	63,242		$	—	$	—		$	63,242
Collateral for Securities Loaned		2,625			—		—			2,625
Total	$	65,867		$	—	$	—		$	65,867
Integrity Mid-Cap Value Fund
Common Stocks	$	271,894		$	—	$	—		$	271,894
Collateral for Securities Loaned		3,151			—		—			3,151
Total	$	275,045		$	—	$	—		$	275,045
Integrity Small-Cap Value Fund
Common Stocks	$	1,357,892		$	—	$	—		$	1,357,892
Exchange-Traded Funds		13,615			—		—			13,615
Collateral for Securities Loaned		24,052			—		—			24,052
Total	$	1,395,559		$	—	$	—		$	1,395,559
Integrity Small/Mid-Cap Value Fund
Common Stocks	$	206,251		$	—	$	—		$	206,251
Collateral for Securities Loaned		3,892			—		—			3,892
Total	$	210,143		$	—	$	—		$	210,143
Munder Multi-Cap Fund
Common Stocks	$	360,133		$	—	$	—		$	360,133
Exchange-Traded Funds		10,054			—		—			10,054
Collateral for Securities Loaned		6,743			—		—			6,743
Total	$	376,930		$	—	$	—		$	376,930
S&P 500 Index Fund
Common Stocks	$	221,457		$	—	$	—		$	221,457
Collateral for Securities Loaned		180			—		—			180
Total	$	221,637		$	—	$	—		$	221,637
Other Financial Investments*
Liabilities:
Futures Contracts	$	(59	)	$	—	$	—		$	(59	)
Total	$	(59	)	$	—	$	—		$	(59	)
Munder Mid-Cap Core Growth Fund
Common Stocks	$	352,034		$	—	$	—		$	352,034
Exchange-Traded Funds		8,043			—		—			8,043
Collateral for Securities Loaned		2,193			—		—			2,193
Total	$	362,270		$	—	$	—		$	362,270
Munder Small Cap Growth Fund
Common Stocks	$	10,595		$	—	$	—	(a)	$	10,595
Warrants		2			—		—			2
Collateral for Securities Loaned		517			—		—			517
Total	$	11,114		$	—	$	—		$	11,114

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

	Level 1			Level 2		Level 3		Total
Trivalent International Fund — Core Equity
Common Stocks	$	18,784		$	161,873	$	2	$	180,659
Exchange-Traded Funds		2,825			—		—		2,825
Collateral for Securities Loaned		3,472			—		—		3,472
Total	$	25,081		$	161,873	$	2	$	186,956
Trivalent International Small-Cap Fund
Common Stocks	$	334,232		$	2,145,546	$	—	$	2,479,778
Exchange-Traded Funds		18,834			—		—		18,834
Collateral for Securities Loaned		127,681			—		—		127,681
Total	$	480,747		$	2,145,546	$	—	$	2,626,293
INCORE Total Return Bond Fund
Asset-Backed Securities	$	—		$	2,854	$	—	$	2,854
Collateralized Mortgage Obligations		—			4,664		—		4,664
Convertible Corporate Bonds		—			4,235		—		4,235
Convertible Preferred Stocks		2,013			48		—		2,061
Corporate Bonds		—			23,588		—		23,588
Residential Mortgage-Backed Securities		—			77		—		77
Yankee Dollars		—			4,189		—		4,189
U.S. Government Mortgage-Backed Agencies		—			14,042		—		14,042
U.S. Treasury Obligations		—			5,163		—		5,163
Collateral for Securities Loaned		2,190			—		—		2,190
Total	$	4,203		$	58,860	$	—	$	63,063
Other Financial Investments*
Assets:
Futures Contracts	$	165		$	—	$	—	$	165
Liabilities:
Futures Contracts		(75	)		—		—		(75	)
Total	$	90		$	—	$	—	$	90

*  Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

(a)  Rounds to less than $1 thousand.

For the year ended June 30, 2022, there were no significant changes 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. The Funds may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

161

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

Open-End Funds:

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

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac," respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

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

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

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purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Funds may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Funds the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Funds to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Funds based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Funds may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Funds had not entered into any futures transactions. In addition, the value of the Funds' futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Funds' ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Funds is reflected on the Statements of Assets and Liabilities under Deposit with broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Funds are not subject to master netting agreements for futures contracts.

As of June 30, 2022, the S&P 500 Index Fund and INCORE Total Return Bond Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Credit Derivatives:

The INCORE Total Return Bond Fund may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund of centrally cleared credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities, as described in the Fund's Statement of Additional Information.

Centrally cleared credit default swap ("CDS") agreements on credit indices involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of a specific sector of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the CDS.

The counterparty risk for cleared swap agreements is generally lower than uncleared over-the-counter swap agreements because generally a clearing organization becomes substituted for each counterparty to a centrally cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Fund.

The Fund may enter into CDS agreements either as a buyer or seller. The Fund may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more

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individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.

For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into centrally cleared swaps.

Upon entering into a cleared CDS, the Fund may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to a Fund upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market". The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for which the Fund is the seller of protection are disclosed on the Schedule of Portfolio Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, periodic interest payments, or net amounts received from the settlement of buy protection CDS agreements entered into by the Fund for the same referenced entity or entities. The collateral held by the Funds is reflected on the Statements of Assets and Liabilities under Deposit with brokers for swap agreements. As of June 30, 2022, the INCORE Total Return Bond Fund had no open swap agreements.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. The INCORE Total Return Bond Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the period.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of June 30, 2022 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure:
Victory S&P 500 Index Fund	$	—	$	59
INCORE Total Return Bond Fund		56		—
Interest Rate Risk Exposure:
INCORE Total Return Bond Fund		77		45
Currency Risk Exposure:
INCORE Total Return Bond Fund		32		30

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

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The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended June 30, 2022 (amounts in thousands):

	Net Realized Gains (Losses) on Derivatives Recognized as a Result from Operations					Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Realized Gains (Losses) from Swap Agreements		Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts			Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements
Equity Risk Exposure:
S&P 500 Index Fund	$	(224	)	$	—	$	(108	)	$	—
INCORE Total Return Bond Fund		90			—		56			—
Credit Risk Exposure:
INCORE Total Return Bond Fund		—			26		—			—	(a)
Interest Rate Risk Exposure:
INCORE Total Return Bond Fund		(334	)		—		4			—
Currency Risk Exposure:
INCORE Total Return Bond Fund		298			—		6			—

(a)  Amount is less than $1 thousand.

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as a component of Interest income on the Statements of Operations.

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

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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 (amounts in thousands) is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
Integrity Discovery Fund	$	2,546	$	—	$	2,625
Integrity Mid-Cap Value Fund		2,885		—		3,151
Integrity Small-Cap Value Fund		22,789		—		24,052
Integrity Small/Mid-Cap Value Fund		3,591		—		3,892
Munder Multi-Cap Fund		6,589		—		6,743
S&P 500 Index Fund		172		—		180
Munder Mid-Cap Core Growth Fund		2,243		—		2,193
Munder Small Cap Growth Fund		491		—		517
Trivalent International Fund — Core Equity		3,302		—		3,472
Trivalent International Small-Cap Fund		112,865		—		127,681
INCORE Total Return Bond Fund		2,121		—		2,190

Foreign Currency Translations:

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

Mortgage Dollar Rolls:

The INCORE Total Return Bond Fund may enter into mortgage dollar roll transactions in which the Fund sells a mortgage-backed security to a counterparty to buy back similar, but not identical, securities on a specific future date at a predetermined price. Mortgage dollar rolls may be renewed by a new sale and repurchased with a cash settlement at each renewal without physical delivery of the securities. Certain risks may arise upon entering into mortgage dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Fund is able to repurchase them. Mortgage dollar rolls are treated as financing transactions unless the sale and repurchase are determined to involve securities that are not

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substantially the same. Therefore, any gain or loss is considered unrealized until the roll reaches ultimate disposition or the sale and repurchase are determined to involve securities that are not substantially the same. Income is generated as consideration for entering into these transactions and is included in mortgage dollar roll income on the Fund's Statement of Operations. For the year ended June 30, 2022, there were no mortgage dollar roll transactions.

Foreign Taxes:

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

The Trivalent International Small-Cap Fund filed for additional European Union reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. For the year ended June 30, 2022, the Trivalent International Small-Cap Fund recognized $71 thousand in reclaims (net of less than $1 thousand realized gain or loss from currency translations) and $2 thousand related in interest on the filed reclaims. These reclaims are reflected on the Statements of Operations as Dividends and Interest, respectively.

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 June 30.

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

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

Allocations:

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

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

3. Purchases and Sales:

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

	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
Integrity Discovery Fund	$	29,744	$	44,290	$	—	$	—
Integrity Mid-Cap Value Fund		221,741		188,135		—		—
Integrity Small-Cap Value Fund		1,024,642		1,435,174		—		—

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	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
Integrity Small/Mid-Cap Value Fund	$	159,460	$	136,189	$	—	$	—
Munder Multi-Cap Fund		281,805		312,361		—		—
S&P 500 Index Fund		12,355		27,025		—		—
Munder Mid-Cap Core Growth Fund		394,190		541,509		—		—
Munder Small Cap Growth Fund		5,343		6,291		—		—
Trivalent International Fund — Core Equity Fund		131,172		117,492		—		—
Trivalent International Small-Cap Fund		2,379,554		2,230,201		—		—
INCORE Total Return Bond Fund		12,638		13,203		22,550		21,596

4. Affiliated Fund Ownership:

The Funds offer shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of June 30, 2022, certain fund-of-funds owned total outstanding shares of the Funds as follows:

Integrity Discovery Fund	Ownership %
Victory Strategic Allocation Fund		1.3
Integrity Mid-Cap Value Fund	Ownership %
USAA Target Retirement Income Fund		2.3
USAA Target Retirement 2030 Fund		9.3
USAA Target Retirement 2040 Fund		14.2
USAA Target Retirement 2050 Fund		9.6
USAA Target Retirement 2060 Fund		1.4
Trivalent International Fund — Core Equity	Ownership %
USAA Target Retirement Income Fund		8.0
USAA Target Retirement 2030 Fund		22.6
USAA Target Retirement 2040 Fund		32.7
USAA Target Retirement 2050 Fund		22.3
USAA Target Retirement 2060 Fund		3.2
Trivalent International Small-Cap Fund	Ownership %
Victory Strategic Allocation Fund		0.1
INCORE Total Return Bond Fund
Victory Strategic Allocation Fund		4.3

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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

	Adviser Fee Tier Rates
	Flat Rate
Integrity Discovery Fund		1.00	%
	Up to $500 million						Over $500 million
Integrity Mid-Cap Value Fund		0.75	%					0.70	%
	Up to $300 million						Over $300 million
Integrity Small-Cap Value Fund		0.90	%					0.85	%
	Up to $300 million						Over $300 million
Integrity Small/Mid-Cap Value Fund		0.80	%					0.75	%
	Up to $1 billion			$1 billion – $2 billion			Over $2 billion
Munder Multi-Cap Fund		0.75	%		0.72	%		0.70	%
	Up to $250 million			$250 million – $500 million			Over $500 million
S&P 500 Index Fund		0.20	%		0.12	%		0.07	%
	Up to $6 billion			$6 billion – $8 billion			Over $8 billion
Munder Mid-Cap Core Growth Fund		0.75	%		0.70	%		0.65	%
	Flat Rate
Munder Small Cap Growth Fund		0.85	%
	Up to $1 billion						Over $1 billion
Trivalent International Fund — Core Equity		0.80	%					0.75	%
	Up to $1 billion						Over $1 billion
Trivalent International Small-Cap Fund		0.95	%					0.90	%
	Flat Rate
INCORE Total Return Bond Fund		0.40	%

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

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II. The tiered rates at which VCM is paid by the Funds are shown in the table below:

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

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

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Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the year ended June 30, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

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

Transfer Agency Fees:

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

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class. Victory Capital Transfer Agency, Inc. receives no fee or other compensation for these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee up to the annual rate shown in the table below:

	Class A			Class C			Class R
Integrity Discovery Fund		0.25	%		1.00	%		0.50	%
Integrity Mid-Cap Value Fund		0.25	%		1.00	%		N/A
Integrity Small-Cap Value Fund		0.25	%		1.00	%		0.50	%
Integrity Small/Mid-Cap Value Fund		0.25	%		N/A			N/A
Munder Multi-Cap Fund		0.25	%		1.00	%		N/A
S&P 500 Index Fund		0.15	%		N/A			0.50	%
Munder Mid-Cap Core Growth Fund		0.25	%		1.00	%		0.50	%
Munder Small Cap Growth Fund		0.25	%		N/A			N/A
Trivalent International Fund — Core Equity		0.25	%		1.00	%		N/A
Trivalent International Small-Cap Fund		0.25	%		1.00	%		N/A
INCORE Total Return Bond Fund		0.25	%		1.00	%		N/A

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

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended June 30, 2022, the Distributor received approximately $43 thousand from commissions earned in connection with sales of Class A.

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Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended June 30, 2022, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until April 30, 2022
	Class A			Class C			Class I			Class R			Class R6			Class Y			Member Class
Integrity Discovery Fund		1.66	%		2.45	%		N/A			2.08	%		N/A			1.44	%		1.50	%
Integrity Mid-Cap Value Fund		1.00	%		1.75	%		N/A			N/A			0.60	%		0.75	%		0.85	%
Integrity Small-Cap Value Fund		1.50	%		2.35	%		N/A			1.75	%		N/A			N/A			N/A
Integrity Small/Mid-Cap Value Fund		1.13	%		N/A			N/A			N/A			0.83	%		0.88	%		0.95	%
Munder Multi-Cap Fund		N/A			2.16	%		N/A			N/A			N/A			N/A			N/A
S&P 500 Index Fund		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Munder Mid-Cap Core Growth Fund		1.32	%		2.12	%		N/A			1.57	%		N/A			N/A			N/A
Munder Small Cap Growth Fund		1.40	%		N/A			1.15	%		N/A			N/A			1.25	%		N/A
Trivalent International Fund — Core Equity		0.95	%		1.70	%		0.60	%		N/A			0.55	%		0.70	%		N/A
Trivalent International Small-Cap Fund		1.35	%		2.10	%		0.95	%		N/A			1.10	%		1.10	%		N/A
INCORE Total Return Bond Fund		0.85	%		1.60	%		N/A			N/A			0.58	%		0.60	%		N/A

Under the terms of the expense limitation agreements, as amended May 1, 2022, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

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

	Expires 2023		Expires 2024		Expires 2025		Total
Integrity Discovery Fund	$	9	$	35	$	42	$	86
Integrity Mid-Cap Value Fund		615		639		785		2,039
Integrity Small-Cap Value Fund		8		13		14		35
Integrity Small/Mid-Cap Value Fund		185		213		259		657
Munder Multi-Cap Fund		2		8		8		18
Munder Mid-Cap Core Growth Fund		16		18		24		58
Munder Small Cap Growth Fund		19		14		21		54
Trivalent International Fund — Core Equity		522		896		958		2,376
Trivalent International Small-Cap Fund		3,170		4,069		4,898		12,137
INCORE Total Return Bond Fund		52		97		73		222

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

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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 Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or last for extended periods.

Foreign Investments Risk — The Trivalent International Fund — Core Equity and Trivalent International Small-Cap Fund invest in securities of foreign issuers in various countries. Investing on an international basis involves certain risks not involved in domestic investments including the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and diplomatic developments, which could affect the value of a Fund's investments in certain foreign countries. Governments of many countries have exercised and continue to exercise substantial influence over many aspects of the private sector through the ownership or control of many companies, including some of the largest in these countries. As a result, government actions in the future could have a significant effect on economic conditions which may adversely affect prices of certain portfolio securities. There is also generally less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Schedules of Portfolio Investments includes information on each Fund's holdings, including industry and/or geographic composition, as relevant.

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

Credit Risk — The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

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

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LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include AMERIBOR (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended

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June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from July 1, 2021, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month SOFR plus 1.10 percent. 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 that utilized the Line of Credit during the year ended June 30, 2022, were as follows (amounts in thousands):

	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Trivalent International Small-Cap Fund	$	—	$	30,900		2		1.22	%	$	30,900

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

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

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

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Munder Multi-Cap Fund	Borrower	$	—	$	2,658		4		0.79	%	$	2,982
Trivalent International Small-Cap Fund	Borrower		—		22,420		12		0.74	%		34,798

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

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8. Federal Income Tax Information:

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

	Declared	Paid
Integrity Discovery Fund	Annually	Annually
Integrity Mid-Cap Value Fund	Annually	Annually
Integrity Small-Cap Value Fund	Annually	Annually
Integrity Small/Mid-Cap Value Fund	Annually	Annually
Munder Multi-Cap Fund	Annually	Annually
S&P 500 Index Fund	Quarterly	Quarterly
Munder Mid-Cap Core Growth Fund	Annually	Annually
Munder Small Cap Growth Fund	Annually	Annually
Trivalent International Fund — Core Equity	Annually	Annually
Trivalent International Small-Cap Fund	Annually	Annually
INCORE Total Return Bond Fund	Monthly	Monthly

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

As of June 30, 2022, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

	Total Accumulated Earnings/(Loss)			Capital
Integrity Discovery Fund	$	(936	)	$	936
Integrity Mid-Cap Value Fund		(1,894	)		1,894
Integrity Small-Cap Value Fund		(28,051	)		28,051
Integrity Small/Mid-Cap Value Fund		(1,635	)		1,635
Munder Multi-Cap Fund		(3,005	)		3,005
S&P 500 Index Fund		(687	)		687
Munder Mid-Cap Core Growth Fund		(7,036	)		7,036
Trivalent International Small-Cap Fund		(19,900	)		19,900

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

	Year Ended June 30, 2022
	Distributions paid from:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Integrity Discovery Fund	$	—	$	4,087	$	4,087
Integrity Mid-Cap Value Fund		3,218		9,839		13,057
Integrity Small-Cap Value Fund		92,940		198,379		291,319
Integrity Small/Mid-Cap Value Fund		2,614		10,994		13,608
Munder Multi-Cap Fund		13,197		35,271		48,468
S&P 500 Index Fund		2,576		18,947		21,523
Munder Mid-Cap Core Growth Fund		21,732		101,710		123,442
Munder Small Cap Growth Fund		408		1,185		1,593

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	Year Ended June 30, 2022
	Distributions paid from:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Trivalent International Fund — Core Equity Fund	$	8,486	$	—	$	8,486
Trivalent International Small-Cap Fund		58,936		229,104		288,040
INCORE Total Return Bond Fund		1,567		—		1,567

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

As of June 30, 2022, the components of accumulated earnings/(loss) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings (Loss)
Integrity Discovery Fund	$	1,668	$	3,909	$	5,577	$	—		$	—		$	2,131		$	7,708
Integrity Mid-Cap Value Fund		2,683		11,515		14,198		—			—			10,141			24,339
Integrity Small-Cap Value Fund		30,449		151,639		182,088		—			—			64,880			246,968
Integrity Small/Mid-Cap Value Fund		1,574		16,454		18,028		—			—			3,798			21,826
Munder Multi-Cap Fund		87		49,518		49,605		—			—			59,413			109,018
S&P 500 Index Fund		94		8,322		8,416		—			—			172,958			181,374
Munder Mid-Cap Core Growth Fund		—		44,088		44,088		—			(7,020	)		51,062			88,130
Munder Small Cap Growth Fund		—		1,335		1,335		—			(53	)		(719	)		563
Trivalent International Fund — Core Equity Fund		1,034		—		1,034		(1,524	)		—			(12,512	)		(13,002	)
Trivalent International Small-Cap Fund		19,938		—		19,938		—			(13,155	)		(258,289	)		(251,506	)
INCORE Total Return Bond Fund		70		—		70		(4,214	)		—			(6,358	)		(10,502	)

*  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

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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, futures, passive foreign investment company adjustments, hybrid accruals interest purchased, and deemed dividends on Convertible Debt under Sec. 305(c).

As of June 30, 2022, the Funds had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used (amounts in thousands).

	Short-Term Amount			Long-Term Amount			Total
Trivalent International Fund — Core Equity Fund	$	(1,524	)	$	—		$	(1,524	)
INCORE Total Return Bond Fund		(912	)		(3,302	)		(4,214	)

During the tax year ended June 30, 2022, the following Fund utilized capital loss carryforwards (amounts in thousands):

	Amount
Trivalent International Fund — Core Equity Fund	$	679
Integrity Mid-Cap Value Fund		930

As of June 30, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Integrity Discovery Fund	$	63,736	$	10,091	$	(7,960	)	$	2,131
Integrity Mid-Cap Value Fund		264,904		29,406		(19,265	)		10,141
Integrity Small-Cap Value Fund		1,330,679		180,986		(116,106	)		64,880
Integrity Small/Mid-Cap Value Fund		206,345		20,592		(16,794	)		3,798
Munder Multi-Cap Fund		317,517		88,386		(28,973	)		59,413
S&P 500 Index Fund		48,679		176,162		(3,204	)		172,958
Munder Mid-Cap Core Growth Fund		311,208		79,022		(27,960	)		51,062
Munder Small Cap Growth Fund		11,833		2,472		(3,191	)		(719	)
Trivalent International Fund — Core Equity Fund		199,424		10,621		(23,089	)		(12,468	)
Trivalent International Small-Cap Fund		2,884,276		250,211		(508,194	)		(257,983	)
INCORE Total Return Bond Fund		69,421		349		(6,707	)		(6,358	)

9. Fund Ownership:

Ownership of more than 25% of voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2022, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds. Shareholders of record may hold Funds shares for the benefit of their customers.

	Shareholder	Percent
Munder Small Cap Growth Fund	Brian S. Matuszak		36.1	%
Munder Small Cap Growth Fund	Tony Y. Dong		51.1	%

177

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory Integrity Discovery Fund, Victory Integrity Mid-Cap Value Fund, Victory Integrity Small-Cap Value Fund, Victory Integrity Small/Mid-Cap Value Fund, Victory Munder Multi-Cap Fund, Victory S&P 500 Index Fund, Victory Munder Mid-Cap Core Growth Fund, Victory Munder Small Cap Growth Fund, Victory Trivalent International Fund-Core Equity, Victory Trivalent International Small-Cap Fund, and Victory INCORE Total Return Bond Fund (the "Funds"), each a series of Victory Portfolios, as of June 30, 2022, 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 four 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 the Funds as of June 30, 2022, 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 four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

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

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

COHEN & COMPANY, LTD.
Cleveland, Ohio
August 26, 2022

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  (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, their position with the Trust, their commencement of service, their 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 40 portfolios in the Trust, six portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 45 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, Born October 1951	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, Born April 1947	Trustee	August 2002	Retired.	Director, 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,* Born August 1951	Trustee	May 2005	Retired.	None.
Dennis M. Bushe, Born January 1944	Trustee	July 2016	Retired.	None.

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
John L. Kelly, Born April 1953	Chair and Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016- September 2017).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, Born April 1957	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, Born May 1961	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012).
Leigh A. Wilson, Born December 1944	Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown,** Born May 1972	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc.	Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc.

*  The Board has designated Ms. Beard as its Audit Committee Financial Expert.

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

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

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  (Unaudited)

Officers:

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

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, Born February 1962	President	February 2006	Director of Mutual Fund Administration, the Adviser (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019).
Scott A. Stahorsky, Born July 1969	Vice President	December 2014	Manager, Fund Administration, the Adviser. (since 2015)
Erin G. Wagner, Born February 1974	Secretary*	December 2014- April 2022	Associate General Counsel, the Adviser (2013-2022).
Thomas Dusenberry, Born July 1977	Secretary	May 2022	Manager, Fund Administration, the Adviser (since 2022); 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).
Allan Shaer, Born March 1965	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, Born March 1984	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018).
Colin Kinney, Born October 1973	Chief Compliance Officer**	July 2017- June 2022	Chief Compliance Officer (2013-2022) and Chief Risk Officer (2009-2017), the Adviser.

181

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Sean Fox, Born September 1976	Chief Compliance Officer	June 2022	Sr. Compliance Officer, the Adviser (since 2019); Compliance Officer, the Adviser (2015-2019).
Chuck Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.
Jay G. Baris, Born January 1954	Assistant Secretary	December 1997	Partner, Sidley Austin LLP (since 2020); Partner, Shearman & Sterling LLP (2018-2020); Partner, Morrison & Foerster LLP (2011-2018).

*  On April 27, 2022, Ms. Wagner resigned her position with the Trust.

**  On June 10, 2022, Mr. Kinney resigned his position with the Trust.

182

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

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

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC's website at www.sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2022, through June 30, 2022.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
Integrity Discovery Fund
Class A	$	1,000.00	$	834.70	$	1,017.01	$	7.14	$	7.85		1.57	%
Class C		1,000.00		831.10		1,012.65		11.12		12.23		2.45	%
Class R		1,000.00		832.50		1,014.48		9.45		10.39		2.08	%
Class Y		1,000.00		835.30		1,017.75		6.46		7.10		1.42	%
Member Class		1,000.00		835.20		1,017.36		6.83		7.50		1.50	%
Integrity Mid-Cap Value Fund
Class A		1,000.00		877.40		1,019.84		4.65		5.01		1.00	%
Class C		1,000.00		874.10		1,016.12		8.13		8.75		1.75	%
Class R6		1,000.00		878.90		1,021.82		2.80		3.01		0.60	%
Class Y		1,000.00		878.30		1,021.08		3.49		3.76		0.75	%
Member Class		1,000.00		877.40		1,020.58		3.96		4.26		0.85	%

183

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
Integrity Small-Cap Value Fund
Class A	$	1,000.00	$	841.80	$	1,017.50	$	6.71	$	7.35		1.47	%
Class C		1,000.00		838.60		1,013.64		10.26		11.23		2.25	%
Class R		1,000.00		841.00		1,016.12		7.99		8.75		1.75	%
Class R6		1,000.00		844.20		1,020.03		4.39		4.81		0.96	%
Class Y		1,000.00		843.80		1,019.49		4.89		5.36		1.07	%
Integrity Small-Mid Value Fund
Class A		1,000.00		863.70		1,019.19		5.22		5.66		1.13	%
Class R6		1,000.00		864.70		1,020.68		3.84		4.16		0.83	%
Class Y		1,000.00		864.60		1,020.43		4.07		4.41		0.88	%
Member Class		1,000.00		864.30		1,020.08		4.39		4.76		0.95	%
Munder Multi-Cap Fund
Class A		1,000.00		780.70		1,018.45		5.65		6.41		1.28	%
Class C		1,000.00		777.20		1,014.08		9.52		10.79		2.16	%
Class Y		1,000.00		782.10		1,019.98		4.29		4.86		0.97	%
S&P 500 Index Fund
Class A		1,000.00		798.20		1,022.12		2.41		2.71		0.54	%
Class R		1,000.00		796.90		1,020.13		4.19		4.71		0.94	%
Class Y		1,000.00		798.50		1,022.46		2.10		2.36		0.47	%
Munder Mid-Cap Core Growth Fund
Class A		1,000.00		757.60		1,018.50		5.53		6.36		1.27	%
Class C		1,000.00		757.10		1,014.28		9.24		10.59		2.12	%
Class R		1,000.00		757.00		1,017.01		6.84		7.85		1.57	%
Class R6		1,000.00		758.90		1,020.48		3.79		4.36		0.87	%
Class Y		1,000.00		758.80		1,020.13		4.10		4.71		0.94	%
Munder Small Cap Growth Fund
Class A		1,000.00		684.70		1,017.85		5.85		7.00		1.40	%
Class I		1,000.00		685.20		1,019.09		4.81		5.76		1.15	%
Class Y		1,000.00		684.90		1,018.60		5.22		6.26		1.25	%
Trivalent International Core Equity
Class A		1,000.00		799.80		1,020.08		4.24		4.76		0.95	%
Class C		1,000.00		796.60		1,016.36		7.57		8.50		1.70	%
Class I		1,000.00		801.70		1,021.82		2.68		3.01		0.60	%
Class R6		1,000.00		801.90		1,022.07		2.46		2.76		0.55	%
Class Y		1,000.00		800.50		1,021.32		3.12		3.51		0.70	%
Trivalent International Small-Cap Fund
Class A		1,000.00		743.40		1,018.10		5.84		6.76		1.35	%
Class C		1,000.00		740.40		1,014.38		9.06		10.49		2.10	%
Class I		1,000.00		744.70		1,020.08		4.11		4.76		0.95	%
Class R6		1,000.00		744.10		1,019.64		4.50		5.21		1.04	%
Class Y		1,000.00		744.00		1,019.34		4.76		5.51		1.10	%
INCORE Total Return Bond Fund
Class A		1,000.00		890.90		1,020.58		3.99		4.26		0.85	%
Class C		1,000.00		887.80		1,016.86		7.49		8.00		1.60	%
Class R6		1,000.00		892.30		1,021.92		2.72		2.91		0.58	%
Class Y		1,000.00		892.20		1,021.82		2.81		3.01		0.60	%

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

184

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Additional Federal Income Tax Information

For the year ended June 30, 2022, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Integrity Mid-Cap Value Fund		75	%
Integrity Small-Cap Value Fund		24	%
Integrity Small/Mid-Cap Value Fund		72	%
Munder Multi-Cap Fund		31	%
S&P 500 Index Fund		100	%
Munder Mid-Cap Core Growth Fund		79	%
Munder Small Cap Growth Fund		19	%
Trivalent International Fund — Core Equity Fund		81	%
Trivalent International Small-Cap Fund		87	%
INCORE Total Return Bond Fund		4	%

Dividends qualified for corporate dividends received deductions of:

	Percent
Integrity Mid-Cap Value Fund		74	%
Integrity Small-Cap Value Fund		22	%
Integrity Small/Mid-Cap Value Fund		70	%
Munder Multi-Cap Fund		31	%
S&P 500 Index Fund		100	%
Munder Mid-Cap Core Growth Fund		73	%
Munder Small Cap Growth Fund		19	%
INCORE Total Return Bond Fund		4	%

For the year ended June 30, 2022, the following Funds designated short-term capital gain distributions (amounts in thousands):

	Amount
Integrity Discovery Fund	$	229
Integrity Mid-Cap Value Fund		2,503
Integrity Small-Cap Value Fund		85,034
Integrity Small/Mid-Cap Value Fund		1,754
Munder Multi-Cap Fund		13,198
S&P 500 Index Fund		291
Munder Mid-Cap Core Growth Fund		21,732
Munder Small Cap Growth Fund		408

For the year ended June 30, 2022, the following Funds designated long-term capital gain distributions (amounts in thousands):

	Amount
Integrity Discovery Fund	$	4,794
Integrity Mid-Cap Value Fund		11,733
Integrity Small-Cap Value Fund		224,160
Integrity Small/Mid-Cap Value Fund		12,495
Munder Multi-Cap Fund		38,276
S&P 500 Index Fund		19,634
Munder Mid-Cap Core Growth Fund		108,747
Munder Small Cap Growth Fund		1,185
Trivalent International Small-Cap Fund		235,803

185

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

The following Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on June 30, 2022, were as follows:

	Foreign Source Income		Foreign Tax Expense
Trivalent International Fund — Core Equity Fund		0.23		0.03
Trivalent International Small-Cap Fund		0.39		0.04

186

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Liquidity Risk Management Program:

The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

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

187

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

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

VP-MUNDER-AR (6/22)

June 30, 2022

Annual Report

Victory Diversified Stock Fund

Victory NewBridge Large Cap Growth Fund

Victory Special Value Fund

Victory THB US Small Opportunities Fund

Victory Strategic Allocation Fund

Victory INCORE Fund for Income

Victory INCORE Investment Grade Convertible Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	3
Managers' Commentary/Investment Overview (Unaudited)	5
Investment Objectives and Portfolio Holdings (Unaudited)	22
Schedules of Portfolio Investments
Victory Diversified Stock Fund	29
Victory NewBridge Large Cap Growth Fund	32
Victory Special Value Fund	34
Victory THB US Small Opportunities Fund	37
Victory Strategic Allocation Fund	40
Victory INCORE Fund for Income	41
Victory INCORE Investment Grade Convertible Fund	43
Financial Statements
Statements of Assets and Liabilities	46
Statements of Operations	52
Statements of Changes in Net Assets	56
Financial Highlights	74
Notes to Financial Statements	94
Report of Independent Registered Public Accounting Firm	110
Supplemental Information (Unaudited)	112
Trustee and Officer Information	112
Proxy Voting and Portfolio Holdings Information	116
Expense Examples	116
Additional Federal Income Tax Information	118
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

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

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

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

Call Victory at:

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

800-235-8396 for Member Class

Visit our website at:

www.vcm.com

2

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for the Victory Funds contained in this report has changed from a fiscal year ended October 31^st to a fiscal year ended June 30^th. This change has no material impact on any of your investments. This change aims to help us improve efficiencies and reduce auditing and other operational costs. Therefore, this letter covers an abbreviated eight-month "annual" period from November 1, 2021, through June 30, 2022. Future shareholder letters will now be on a June 30^th fiscal year cycle going forward.

With that said, looking back on our most recent reporting period offers us a stark reminder that financial markets are dynamic, and that investor sentiment can shift quickly.

After a mostly constructive 2021, the script flipped as we entered the new calendar year, and investors were suddenly more focused on a host of challenges. Inflation data has been running hotter than expected. The U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle and a terrible war began in Eastern Europe. All these issues, among other factors, have ratcheted up market volatility in both stock and bond markets. Many broad-market stock indices have pulled back substantially during the first half of 2022 and even entered "bear market" territory, which is typically considered a 20% pullback from the most recent highs. Meanwhile, fixed income investors are also dealing with elevated volatility, and wide swaths of the bond market have struggled in the face of rising interest rates.

Throughout the ups and downs of the past reporting period, there have been interesting differences playing out within the broader market. In general, large-cap stocks outperformed smaller-capitalization companies, while value-oriented investments fared better than their growth counterparts (generally speaking, as measured by the Russell family of indices). Perhaps this reflects investors' realization and expectations for future higher interest rates and corresponding higher borrowing costs.

There were other notable subplots, too. Crypto assets, which had captivated investors for a spell, reversed course as sentiment soured and investors became more risk averse. We've also seen oil prices surge, which in turn helped fuel gains across the energy landscape. In fact, the Energy and Utilities sectors (and yes, Cash) have been some of the lone bright spots for many investor portfolios in recent months.

Looking at the numbers, the S&P 500^® Index, the bell-weather proxy for our domestic stock market, declined by 16.95% for the eight-month period ended June 30, 2022. Over this same time frame, the yield on the 10-Year U.S. Treasury jumped 1.43%, thanks largely to the Fed's shift toward a less accommodative monetary policy and several aggressive rate hikes. At the end of our reporting period, the yield on the 10-Year U.S. Treasury finished at 2.98%.

3

Given the market environment of the past few months, it's no surprise that investors have become more focused on risk management and downside protection. Remember, our experience managing portfolios through various economic cycles has taught us to remain calm in the face of market turmoil. It is our view that a long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Although we cannot tell you with any certainty what markets will do in the future, we can assure you that the investment professionals at all our independent franchises continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring.

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

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

Christopher K. Dyer, CFA

President,
Victory Funds

4

Victory Diversified Stock Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The S&P 500^® Index (the "Index") declined by nearly 17% over the eight months ended June 30, 2022. The decline was broad-based across most sectors except Utilities, Consumer Staples, and Energy, which increased on the strength of rising oil prices from pandemic lows. Value stocks outperformed growth stocks by a significant margin as investors focused on an economic recovery as well as rising interest rates, which generally negatively impact growth stock valuation metrics. The spread between value and growth was even wider in the small-cap spectrum. The returns of the small-cap segment of the market lagged the Index.

More recently, we have seen inflation and interest rate expectations rise significantly in the past year, the result of U.S Federal Reserve commentary and recent inflation data released by the U.S. government. As a result of rising inflation and interest rate expectations, traditional growth sectors (e.g., Consumer Discretionary, Communication Services, and Technology) all lagged Index returns.

How did Victory Diversified Stock Fund (the "Fund") perform during the reporting period?

The Fund returned -17.22% (Class A at net asset value) for the eight-month period ended June 30, 2022, underperforming the Index, which returned -16.95% for the period.

What strategies did you employ during the reporting period?

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

Using this framework, the Fund generated the strongest relative returns within the Health Care, Technology, and Industrials sectors.

On an individual security basis, two of the Fund's top-performing stocks for the year were drug/medical supply distributor McKesson Corp. and homebuilding supply retailer/wholesaler Builders FirstSource, Inc. McKesson Corp. benefitted from strong demand for COVID-19-related supplies, including vaccine distribution and storage, as well as demand for its core drug distribution unit. Builders FirstSource, Inc. benefitted from integrating several acquisitions for the past few years along with strong demand for homebuilding supplies and ability to pass on high inflation through price increases.

Two of the Fund's weakest-performing stocks for the year were Trex Co. ("Trex"), a wood composite decking company and Crocs, Inc., a global shoe company. Trex came under pressure this year on concerns over homebuilding deceleration combined with additional manufacturing capacity being added in 2022. We believe concerns are overblown as we believe a majority of sales are via home remodeling projects, not new home construction sales. We continued to hold Trex at June 30, 2022. Crocs, Inc. lagged the market on concerns over COVID-19 disrupting its supply chain. We continued to hold the security at June 30, 2022, as we believe any disruption will be short-term in nature as global demand continues to be strong for their product line.

5

Victory Diversified Stock Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R			Class R6			Class Y
INCEPTION DATE	10/28/89						3/1/02						8/31/07			3/26/99			3/3/14			1/28/13
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			S&P 500® Index1
One Year		–8.43	%		–13.69	%		–9.29	%		–10.07	%		–8.20	%		–8.68	%		–8.16	%		–8.20	%		–10.62	%
Five Year		9.76	%		8.46	%		8.76	%		8.76	%		10.04	%		9.45	%		10.09	%		10.00	%		11.31	%
Ten Year		10.82	%		10.17	%		9.86	%		9.86	%		11.11	%		10.51	%		N/A			N/A			12.96	%
Since Inception		N/A			N/A			N/A			N/A			N/A			N/A			8.62	%		10.08	%		N/A

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

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

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

Victory Diversified Stock Fund — Growth of $10,000

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

The graph reflects investment of 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.

6

Victory NewBridge Large Cap Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

Market conditions during the reporting period were not favorable for Victory NewBridge Large Cap Growth Fund (the "Fund"), as they coincided with a significant shift from growth stocks to value stocks. Despite three earlier rotations out of growth in favor of value stocks in 2021 (from mid-February to early March, late April to mid-May, and a one-week slide in late July), the Russell 1000^® Growth Index (the "Index") and the Fund recovered in each instance. It wasn't until mid-November that growth stocks failed to rally back. The difference from that point forward was that the U.S. Federal Reserve (the "Fed") acknowledged inflation was more persistent than transitory and as a result was well behind in raising rates. It became increasingly clear that the Fed was embracing a decidedly more hawkish stance which became more pronounced in the ensuing months with incoming economic data continuing to reflect worrisome higher levels of inflation.

Factors such as growth, high beta, and market sensitivity were sold in favor of value factors to which the Fund had no exposure. Within the context of growth, the Fund has had a greater percentage of its holdings in the two most growth-oriented quintiles of the Index; emerging growth and established growth. Over the long-term, and when monetary policy is accommodative, that has been an advantage. However, when quantitative easing shifts to quantitative tightening, the advantage turns to disadvantage. High growth stocks are long-duration assets that react to interest rates in a matter similar to zero-coupon bonds. Both high growth stocks and zero-coupon bonds benefit from declining or stable interest rates but face significant challenges when interest rates begin to rise; especially when the magnitude and velocity is as significant as what we've seen during the reporting period in which the 10-Year U.S. Treasury yield rocketed from 1.58% to a mid-June high of 3.48% before ending the period at 2.99%

Not owning Apple and Tesla or as much Microsoft as the Index cost the Fund relative performance, as did owning shares of EPAM Systems ("EPAM"), which had an exceptional record of beating expectations and contributing to performance throughout most of the time the Fund held shares. Most of its market share was lost when Russia invaded Ukraine because the company has more than 50% of its employees in Ukraine and Russia.

The combination of the Fed significantly raising rates quickly to contend with inflation at a 41-year high, persistent supply chain disruptions, and geo-political risk not seen in decades resulting from Russia's invasion of Ukraine created an untenable environment for most equities; especially for the highest growth companies that generally have commensurately high valuations.

How did the Fund perform during the reporting period?

The Fund returned -39.44% (Class A at net asset value) for the eight-month period ended June 30, 2022, underperforming the Index, which returned -26.10% for the period.

What strategies did you employ during the reporting period?

We relentlessly focus on companies we believe have inherent advantages that propel their growth. While it's natural for companies to experience setbacks, and such situations often provide an opportunity for management to demonstrate how well they deal with adversity,

7

Victory NewBridge Large Cap Growth Fund

Managers' Commentary (continued)

the environment that unfolded in November and continued through the reporting period was quite unforgiving. In any given year, the Fund has its share of disappointments. The key is to have many more winners than losers. During the reporting period, most of the Fund's holdings executed well, but still suffered from valuation compression. As if fighting the trend of valuation compression wasn't enough and eerily reminiscent of 2000, we have 41-year highs in inflation, supply chain disruptions and Russia invading Ukraine!

Even though growth rallied back after losing ground to value in the three earlier episodes in 2021, it became apparent that what began to unfold in mid-November was likely to be longer-lasting as the Fed indicated that it would begin to quickly increase interest rates to curb inflationary pressures. As such, the first company added to the Fund that has a sufficiently high growth rate along with a more modest valuation was Motorola Solutions, a manufacturer of radio systems for first responders based in Chicago. Subsequently, other companies with solid growth and less expensive valuations were added to the Fund. Another notable characteristic of those additions is less international exposure as China went into lockdown and Russia invaded Ukraine. Those companies include O'Reilly Automotive, Tractor Supply Company, CDW Corp., and Broadcom. At the same time, the Fund sold companies deemed to be well positioned longer term but too risky in the near term due to valuation and business visibility. Those sales include Twilio and EPAM. Finally, the Fund sold Shopify and PayPal. Despite stellar performance since adding them to the portfolio, each company experienced challenges against demanding valuations and recently communicated changes in corporate strategy that require time to judge whether or not they should have been pursued.

As long-term fundamental investors, the current investment environment is almost completely driven by macro factors, technical analysis, volatility measures and fund flows. It's not the first time anything but fundamentals drive near-term performance, but we believe that fundamentals, math, and responsible management win over the long term. Furthermore, there is a price for everything no matter how challenging the environment. While it's difficult to say when the bottom will be reached, especially as the Fed still has much work to do, valuations for many stocks have declined to pre-pandemic levels, if not lower. Even the stalwarts that may have appeared insulated by the widespread carnage have been marked down. The list of opportunities grows by the day and while we are not yet ready to meaningfully add any higher-growth companies in the Fund above those we already invest in, it's crucial to do the work now in preparation for the next wave of growth once negative macro influences have subsided. In our view, growth companies should prosper once again as the combination of higher rates and declining consumer demand tempers inflation, the economy grows at a slower pace, and the need for productivity improvements once again becomes a higher priority.

The Technology sector, which represented an average weight of 41% of the Fund, experienced the greatest relative sector underperformance; -5.83% vs. the Index. Not owning Apple detracted 1.79% of performance and an underweight of Microsoft cost the Fund 0.28%. Owning EPAM, Shopify and PayPal detracted 1.32%, 0.94%, and 0.94%, respectively. During the period, the Fund sold its shares of each.

8

Victory NewBridge Large Cap Growth Fund

Managers' Commentary (continued)

Industrials was the second biggest underperforming sector, recording relative underperformance of -2.95%. The Fund's investments in Generac, Kornit Digital and Uber detracted 1.13%, 0.78%, and 0.69%, respectively. The Fund still owned Generac and Uber at June 30, 2022, but sold Kornit Digital, as the company is expected to experience a difficult year due to slower order growth from customers working through supply chain issues and bloated inventory.

Despite generally being a defensive sector, the Fund's underperformance in Health Care was due to a combination of owning higher growth companies and no exposure to the more defensive pharmaceutical industry. The Fund's positions in Align Technology and Dexcom detracted 0.97% and 0.36%, respectively, while not owning Abbvie and Eli Lilly cost the Fund 0.48% and 0.36%, respectively. The Fund maintains a position in Align Technology and Dexcom due to strong competitive positions and attractive growth prospects.

Consumer Discretionary underperformance stemmed primarily from the Fund's positions in Burlington Stores, Aptiv PLC and Airbnb, which detracted 0.61%, 0.47%, and 0.46%, respectively. The Fund remained invested in all three companies at June 30, 2022.

Overall, the reporting period has been among the most difficult performance stretches the Fund has experienced since the beginning of the pandemic in March of 2020 (quickly reversed by trillions of stimulus) and the fourth quarter of 2019. Performance has been disappointing on both an absolute and relative basis. However, given the significant valuation compression experienced, the companies that continue to execute against plan have become much more attractive and should be well-positioned as the Fed addresses inflation with higher interest rates and the market begins to discount a more stable future environment.

9

Victory NewBridge Large Cap Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class Y
INCEPTION DATE	12/31/03						12/31/03						3/1/11			1/28/13
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Russell 1000® Growth Index1
One Year		–36.43	%		–40.08	%		–36.99	%		–37.47	%		–36.19	%		–36.30	%		–18.77	%
Five Year		6.24	%		4.99	%		5.43	%		5.43	%		6.67	%		6.57	%		14.29	%
Ten Year		8.64	%		8.00	%		7.78	%		7.78	%		9.05	%		N/A			14.80	%
Since Inception		N/A			N/A			N/A			N/A			N/A			8.82	%		N/A

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

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

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

Victory NewBridge Large Cap Growth Fund — Growth of $10,000

¹The Russell 1000^® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

10

Victory Special Value Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The S&P 500^® Index (the "Index") declined by nearly 17% over the eight months ended June 30, 2022. The decline was broad-based across most sectors except Utilities, Consumer Staples, and Energy, which increased on the strength of rising oil prices from pandemic lows. Value stocks outperformed growth stocks by a significant margin as investors focused on an economic recovery as well as rising interest rates, which generally negatively impact growth stock valuation metrics. The spread between value and growth was even wider in the small-cap spectrum. The returns of the small-cap segment of the market lagged the Index.

More recently, we have seen inflation and interest rate expectations rise significantly in the past year, the result of U.S Federal Reserve commentary and recent inflation data released by the U.S. government. As a result of rising inflation and interest rate expectations, traditional growth sectors (e.g., Consumer Discretionary, Communication Services, and Technology) all lagged Index returns.

How did Victory Special Value Fund (the "Fund") perform during the reporting period?

The Fund returned -17.03% (Class A at net asset value) for the eight-month period ended June 30, 2022, underperforming the Index, which returned -16.95% for the period.

What strategies did you employ during the reporting period?

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

Using this framework, the Fund generated the strongest relative returns within the Health Care, Technology, and Industrials sectors.

On an individual security basis, two of the Fund's top-performing stocks for the year were drug/medical supply distributor McKesson Corp. and homebuilding supply retailer/wholesaler Builders FirstSource, Inc. McKesson Corp. benefitted from strong demand for COVID-19-related supplies, including vaccine distribution and storage, as well as demand for its core drug distribution unit. Builders FirstSource, Inc. benefitted from integrating several acquisitions for the past few years along with strong demand for homebuilding supplies and ability to pass on high inflation through price increases.

Two of the Fund's weakest-performing stocks for the year were Trex Co. ("Trex"), a wood composite decking company and Crocs, Inc., a global shoe company. Trex came under pressure this year on concerns over homebuilding deceleration combined with additional manufacturing capacity being added in 2022. We believe concerns are overblown as we believe a majority of sales are via home remodeling projects, not new home construction sales. We continued to hold Trex at June 30, 2022. Crocs, Inc. lagged the market on concerns over COVID-19 disrupting its supply chain. We continued to hold the security at June 30, 2022, as we believe any disruption will be short-term in nature as global demand continues to be strong for their product line.

11

Victory Special Value Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R			Class Y
INCEPTION DATE	12/3/93						3/1/03						8/31/07			12/21/99			1/28/213
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			S&P 500® Index1
One Year		–8.25	%		–13.52	%		–9.04	%		–9.79	%		–8.10	%		–8.59	%		–8.05	%		–10.62	%
Five Year		9.43	%		8.15	%		8.46	%		8.46	%		9.59	%		9.09	%		9.67	%		11.31	%
Ten Year		9.41	%		8.77	%		8.44	%		8.44	%		9.61	%		9.09	%		N/A			12.96	%
Since Inception		N/A			N/A			N/A			N/A			N/A			N/A			9.01	%		N/A

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

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

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

Victory Special Value Fund — Growth of $10,000

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

The graph reflects investment of 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.

12

Victory THB US Small Opportunities Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equities were broadly lower during the period as a series of events kept investors concerns elevated. The COVID-19 Omicron variant outbreak in the November — December period last year was followed by geopolitical tensions culminating with Russia's invasion of Ukraine in February. The war in Ukraine and new China lockdowns in the spring served to amplify preexisting inflationary drivers such as energy prices and supply chain disruptions. In response, the U.S. Federal Reserve raised interest rates and struck a more hawkish tone, intending to bring inflation under control. The direction of interest rates and of inflation have been widely discussed and appear to have impacted a large swath of assets. Accurately predicting the future levels of interest rates is notoriously difficult, but anomalies appear to be reversing and may indicate that the extended period of ultra-low interest rates is ending.

How did THB US Small Opportunities Fund (the "Fund") perform during the reporting period?

The Fund returned -24.83% (Class A at net asset value) for the eight-month period ended June 30, 2022, outperforming the Russell Microcap^® Index, which returned -28.68% for the period.

What strategies did you employ during the reporting period?

The Fund utilizes a bottom-up, fundamental approach to find mispriced securities within the investment universe. The Fund selects investments based on an active fundamental process that combines financial analysis and proprietary research to evaluate potential investments' management and long-term outlook and business strategy. Using this process, the Fund generated the highest contribution to the return from the Utilities, Real Estate, and Consumer Staples sectors over the trailing eight months, while the Industrials, Consumer Discretionary and Information Technology sectors were the primary detractors. The Fund's top five-performing stocks (from a contribution standpoint) were Lantheus Holdings, Inc. (Health Care), RPC, Inc. (Energy), TETRA Technologies, Inc. (Energy), Meridian Bioscience, Inc. (Health Care), and Bassett Furniture Industries, Inc. (Consumer Discretionary). The bottom five-performing stocks (from a contribution standpoint) were BioLife Solutions, Inc. (Health Care), The Joint Corp. (Health Care), Transcat, Inc. (Industrials), Clean Energy Fuels, Corp. (Energy), and Ichor Holdings, Ltd. (Information Technology).

13

Victory THB US Small Opportunities Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class I
INCEPTION DATE	3/30/12						3/30/12
	Net Asset Value			Maximum Offering Price			Net Asset Value			Russell Microcap® Index1
One Year		–27.63	%		–31.79	%		–27.30	%		–30.73	%
Five Year		5.05	%		3.81	%		5.50	%		4.55	%
Ten Year		9.02	%		8.38	%		9.52	%		9.04	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com. The performance figures for Class A and Class I reflect the historical performance of, respectively, the Investor Class and Institutional Class of the THB Asset Management Microcap Fund (the "Predecessor Fund"), a series of Advisors' Inner Circle Fund. The Fund's performance has not been restated to reflect any difference in the expenses of the Predecessor Fund prior to its reorganization into the Fund on May 3, 2021.

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

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 THB US Small Opportunities Fund — Growth of $10,000

¹The Russell Microcap^® Index is a capitalization weighted index of 2,000 small-cap and micro-cap stocks that captures the smallest 1,000 companies in the Russell 2000^® Index, plus the next 1,000 smallest eligible securities by market capitalization. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

14

Victory Strategic Allocation Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

Over the period, the global capital markets were generally weak except for commodity-oriented stocks as represented by the MSCI World Commodity Producers Index. The U.S. equity markets were relatively stronger leading the broad non-U.S. developed and emerging market equity markets. Commodity-oriented stocks were the strongest subcomponent of the broad global equity markets, with rising inflation and continuing global supply chain challenges. Fixed income markets' lackluster returns were driven by rising interest rates.

How did Victory Strategic Allocation Fund (the "Fund") perform during the reporting period?

The Fund returned -12.57% (Class A at net asset value) for the eight-month period ended June 30, 2022, outperforming the MSCI All Country World Index (ACWI), which returned -18.98% for the period, and outperforming the "Custom Index" (60% MSCI ACWI/40% Bloomberg US Aggregate Bond Index), which returned -15.50% for the period.

What strategies did you employ during the reporting period?

The Fund exceeded its Custom Index primarily due to the strong relative performance of the underlying Victory Mutual Funds in which it invests. The Fund had nine out of 10 underlying Victory Mutual Funds outperform their respective benchmarks. The best-performing underlying Victory Mutual Funds were the Victory Global Energy Transition Fund and the Victory Market Neutral Income Fund.

15

Victory Strategic Allocation Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R
INCEPTION DATE	12/10/93						3/1/03						8/31/07			12/15/99
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			MSCI All Country World Index1			Bloomberg US Aggregate Bond Index2			60% MSCI All Country World Index/40% Bloomberg US Aggregate Bond Index1,2
One Year		–11.25	%		–13.23	%		–11.96	%		–12.82	%		–11.06	%		–11.50	%		–15.75	%		–10.29	%		–13.43	%
Five Year		5.00	%		4.52	%		4.21	%		4.21	%		5.26	%		4.74	%		7.00	%		0.88	%		4.83	%
Ten Year		6.93	%		6.68	%		6.15	%		6.15	%		7.19	%		6.64	%		8.76	%		1.54	%		6.04	%

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

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

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 Strategic Allocation Fund — Growth of $10,000

¹The MSCI All Country World Index is a market capitalization-weighted index designed to provide a broad measure of equity-market performance throughout the world. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

²The Bloomberg US Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes U.S. Treasurys, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS and CMBS (agency and nonagency). This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

16

Victory INCORE Fund for Income

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

Risk markets continued to struggle over the last eight months with the Dow Jones Industrial Average down 14.1%, the S&P 500^® Index down 16.95%, and Nasdaq down 28.8%, as inflation surged, and the U.S. Federal Reserve (the "Fed") raised interest rates in what is likely to be a swift and steep climb to try to begin to tame the highest inflation readings in decades. The bond market swooned in response. The U.S. Treasury yield curve flattened as short rates rose to match Fed hiking expectations and longer-dated tenors rose, but less so reflecting potential growth concerns as the Fed removes accommodation to combat inflation. U.S. Treasury bonds maturing in two years' time rose +2.46%, five years +1.85%, ten years +1.46%, and the 30-year long bond rose +1.25%. Bond prices move opposite yields.

All fixed income sectors had negative total return and excess return versus duration neutral U.S. Treasury bonds. Asset-backed and agency debt underperformed modestly on an excess return basis. Commercial mortgage-backed and mortgage-backed debt moderately underperformed. Corporate bonds underperformed the most versus duration-neutral U.S. Treasury bonds. Within the mortgage market, GNMA, Fannie, and Freddie all moderately underperformed, with moderate differences between them.

How did Victory INCORE Fund for Income (the "Fund") perform during the reporting period?

The Fund returned -4.48% (Class A at net asset value) for the eight-month period ended June 30, 2022, underperforming the Bloomberg 1-5 Year U.S. Government Bond Index, which returned -4.41% for the period.

What strategies did you employ during the reporting period?

The Fund's GNMA structured bonds, GNMA pass-through bonds, and U.S. Treasury bonds all underperformed moderately, with GNMA structure ahead of GNMA pass-through and U.S. Treasury bonds. We continue to selectively buy or create high-coupon GNMA platinum pools as opportunities arise.

Unfortunately, we think risk markets have further to fall relative to expectations. We think the risks of a deeper and more protracted slowdown (recession) have increased. We think more pain lies ahead as inflation has become more widespread. We may not yet have reached peak inflation. This would keep the Fed on the back foot, forced into tightening both farther and faster than originally anticipated. The ultimate path of the U.S. and global economies rely on external variables, such as: the war in Ukraine and zero-COVID-19 policy in China and related ongoing supply chain disruptions, as well as U.S.-based inflation expectations, which are becoming more entrenched. No matter the weather, the goal of our strategy remains consistent as we seek to deliver high, reliable income and preservation of capital.

17

Victory INCORE Fund for Income

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R			Class R6			Class Y			Member Class
INCEPTION DATE	3/26/99						3/1/02						3/1/11			9/16/87			3/4/15			1/28/13			11/3/20
	Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			Bloomberg 1-5 Year U.S. Government Bond Index1
One Year		–5.02	%		–7.20	%		–5.82	%		–6.73	%		–4.90	%		–5.02	%		–4.90	%		–4.93	%		–4.98	%		–4.87	%
Five Year		0.30	%		–0.15	%		–0.53	%		–0.53	%		0.54	%		0.30	%		0.55	%		0.48	%		N/A			0.87	%
Ten Year		0.60	%		0.37	%		–0.19	%		–0.19	%		0.87	%		0.60	%		N/A			N/A			N/A			0.87	%
Since Inception		N/A			N/A			N/A			N/A			N/A			N/A			0.67	%		0.74	%		–3.37	%		N/A

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

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

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 INCORE Fund for Income — Growth of $10,000

¹The Bloomberg 1-5 Year U.S. Government Bond Index is a market-weighted index measuring the performance of Treasury and Agency securities issued by the United States government with maturities of one to five years. The index does not include the effect of sales charges, commissions, expenses, or taxes is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

18

Victory INCORE Investment Grade Convertible Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

After a year of very positive returns, stock and convertible markets experienced negative returns during the eight-month period ended June 30, 2022. Over this period, stocks, as measured by the S&P 500^® Index, returned -16.95%, while investment-grade convertibles, as measured by the ICE BofA Investment Grade U.S. Convertible 5% Constrained Index (the "Index") returned -6.26%. Straight bonds, as measured by the Bloomberg US Aggregate Bond Index returned -10.31%. Convertible securities are either bonds or preferred stock that can be converted into the common stock of the issuing company. Because of this ability to convert to common stock, convertibles participate in the upward and downward movement of the stock market. But because they are part fixed income, they tend to move up and down at a reduced rate. Convertible returns have historically ended up in between stock and bond returns; however, during the period, they outperformed both stocks and bonds.

The stock market began 2022 with a continuation of gains experienced throughout calendar year 2021. Volatility in November, however, brought on by rising inflation and the beginnings of the fast-spreading COVID-19 Omicron variant, foreshadowed the difficult environment that lay ahead. After a strong December, the S&P 500^® Index fell in excess of 5% in January, and at one point was down 9.2% month-to-date. Stocks fell again in February as worries of higher interest rates and inflation preceded turbulence caused by the Russian invasion of Ukraine. Surging oil prices early in March contributed to further declines. Markets continued to suffer in the second quarter as the investment environment turned increasingly sour. Stocks were driven lower in April as disappointing earnings, rising rates, spreading COVID-19, economic woes in China, and continuing war in Ukraine combined to push the S&P 500^® Index down 8.72% for the month. Technology stocks were particularly punished in April as the Nasdaq fell 13.24%. Stock averages were mostly flat in May, yet they were quite volatile and included both a 933-point up day in the Dow Jones Industrial Average Index followed immediately by a 1064-point down day. May was notable in that the U.S. Federal Reserve (the "Fed") announced a long-awaited half-point increase in the federal-funds rate. It was also notable for the beginnings of the crypto-currency collapse. Markets were hit hard again in June as stocks were pushed into bear market territory. Stocks were flattish during the first part of month before falling sharply midway through June coinciding with the May Consumer Price Index report showing 8.6% inflation. Stocks fell further in reaction to a three-quarter point Fed rate hike one month after the previous rate increase. Fears of slowing economic growth with increasing likelihood of recession also weighed on investors' minds. The S&P 500^® Index hit its closing low of 3,666.77 on June 16, down 22.5% on the year, firmly pushing it beyond the negative 20% bear market definition. Stocks recovered from that low point but were pressured again during the final week of the quarter by a drop in consumer confidence and the report of a decrease in May real consumer spending. Ending on a downward tilt, the S&P 500^® Index finished June down 8.26%, resulting in a quarterly loss of 16.10%, and a period loss of 16.95%. Investment-grade convertibles, as measured by the Index, returned -6.26% during the period, participating in only 37% of the S&P 500^® Index decline, thus providing a lower level of descent than stocks.

19

Victory INCORE Investment Grade Convertible Fund

Managers' Commentary (continued)

How did Victory INCORE Investment Grade Convertible Fund (the "Fund") perform during the reporting period?

The Fund returned -10.32% (Class A at net asset value) for the eight-month period ended June 30, 2022, underperforming the Index, which returned -6.25% for the period.

What strategies did you employ during the reporting period?

In managing the Fund, we strive to invest in high-quality convertibles with attractive underlying common stocks. We structure the Fund by spreading out our holdings across the three types of convertibles: 1) equity-sensitive, high-delta convertibles; 2) total return, middle-of-the-road convertibles; and 3) defensive, fixed-income oriented convertibles. With this structure, we seek to provide a favorable balance between upside potential and downside exposure to equities. As of June 30, 2022, the Fund is overweight compared to the Index in the Information Technology sector. It is underweighted in the Energy and Utilities sectors. It is approximately equal weighted in the Consumer Discretionary, Health Care, Financials, and Industrials sectors. The Fund is broadly diversified among individual issues, economic sectors, credits, and convertible types. Performance during the period was aided by positive security selection in the Financials, Health Care, and Industrials sectors. Performance was hurt by underweights in the Energy and Utilities sectors, and negative security selection in the Information Technology sector.

20

Victory INCORE Investment Grade Convertible Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class I			Member Class
INCEPTION DATE	4/14/88						8/31/07			11/3/20
	Net Asset Value			Maximum Offering Price			Net Asset Value			Net Asset Value			ICE BofAML Investment Grade U.S. Conv 5% Constrained Index1
One Year		–8.92	%		–10.95	%		–8.58	%		–8.76	%		–3.16	%
Five Year		7.21	%		6.72	%		7.67	%		N/A			8.37	%
Ten Year		8.51	%		8.26	%		8.97	%		N/A			10.00	%
Since Inception		N/A			N/A			N/A			4.93	%		N/A

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

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

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

Victory INCORE Investment Grade Convertible Fund — Growth of $10,000

¹The ICE BofAML Investment Grade U.S. Convertible 5% Constrained Index is a market capitalization-weighted index of domestic corporate convertible securities. Bonds and preferred stocks must be convertible only to common stock, ADR's or cash equivalent and have a market value of at least $50 million. Composed of Coupon, OID, or zero coupon convertible bonds rated by Moody's and/or S&P with an average rating of Baa3/BBB- or higher. This Index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

21

Victory Portfolios
Victory Diversified Stock Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term growth of capital.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Apple, Inc.	6.1	%
Microsoft Corp.	5.1	%
Alphabet, Inc., Class C	4.6	%
SPDR S&P 500 ETF Trust	3.0	%
Chevron Corp.	2.1	%
UnitedHealth Group, Inc.	2.1	%
NVIDIA Corp.	2.0	%
Broadcom, Inc.	1.9	%
McKesson Corp.	1.8	%
Nexstar Media Group, Inc., Class A	1.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

22

Victory Portfolios
Victory NewBridge Large Cap Growth Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Alphabet, Inc., Class C	7.1	%
Amazon.com, Inc.	5.7	%
Visa, Inc., Class A	5.5	%
NVIDIA Corp.	5.2	%
ServiceNow, Inc.	4.6	%
Zoetis, Inc.	4.3	%
Cadence Design Systems, Inc.	4.3	%
Thermo Fisher Scientific, Inc.	3.9	%
Microsoft Corp.	3.7	%
O'Reilly Automotive, Inc.	3.2	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

23

Victory Portfolios
Victory Special Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term growth of capital and dividend income.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Apple, Inc.	5.6	%
Microsoft Corp.	5.2	%
Alphabet, Inc., Class C	4.6	%
SPDR S&P 500 ETF Trust	3.0	%
UnitedHealth Group, Inc.	2.2	%
Chevron Corp.	2.1	%
NVIDIA Corp.	2.0	%
Broadcom, Inc.	1.9	%
McKesson Corp.	1.8	%
Chart Industries, Inc.	1.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

24

Victory Portfolios
Victory THB US Small Opportunities Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

TETRA Technologies, Inc.	3.2	%
First Busey Corp.	3.0	%
ePlus, Inc.	2.8	%
Transcat, Inc.	2.6	%
RPC, Inc.	2.4	%
LeMaitre Vascular, Inc.	2.4	%
Heritage Financial Corp.	2.2	%
Old Second Bancorp, Inc.	2.2	%
Movado Group, Inc.	2.2	%
Grid Dynamics Holdings, Inc.	2.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

25

Victory Portfolios
Victory Strategic Allocation Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide income and long-term growth of capital.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Victory RS Global Fund, Class Y	26.3	%
Victory Market Neutral Income Fund, Class I	21.5	%
Victory INCORE Total Return Bond Fund, Class R6	10.6	%
Victory Sophus Emerging Markets Fund, Class R6	8.8	%
VictoryShares U.S. Multi-Factor Minimum Volatility ETF	7.2	%
Victory INCORE Investment Grade Convertible Fund, Class I	6.2	%
Victory Global Energy Transition Fund, Class Y	5.8	%
Victory Trivalent International Small-Cap Fund, Class I	5.6	%
Victory RS Partners Fund, Class Y	3.8	%
Victory Integrity Discovery Fund, Class Y	3.7	%

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

26

Victory Portfolios
Victory INCORE Fund for Income June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

27

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide a high level of current income together with long-term capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Western Digital Corp.	5.1	%
Anthem, Inc.	4.9	%
Pioneer Natural Resources Co.	4.9	%
Southwest Airlines Co.	4.7	%
Euronet Worldwide, Inc.	4.7	%
Booking Holdings, Inc.	4.6	%
Illumina, Inc.	4.2	%
Wells Fargo & Co.	4.2	%
Bank of America Corp.	4.1	%
Expedia Group, Inc.	4.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

28

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.2%)
Communication Services (7.2%):
Alphabet, Inc., Class C (a)		5,371	$	11,749
Nexstar Media Group, Inc., Class A		26,338		4,290
World Wrestling Entertainment, Inc., Class A (b)		38,660		2,416
				18,455
Communications Equipment (1.3%):
Lumentum Holdings, Inc. (a)		41,318		3,282
Consumer Discretionary (10.2%):
Amazon.com, Inc. (a)		25,320		2,689
Asbury Automotive Group, Inc. (a)		15,966		2,704
Brunswick Corp.		32,580		2,130
Crocs, Inc. (a)		28,674		1,396
D.R. Horton, Inc.		26,749		1,771
Group 1 Automotive, Inc.		14,886		2,528
Lithia Motors, Inc.		10,382		2,853
MarineMax, Inc. (a)		67,896		2,452
Meritage Homes Corp. (a)		17,129		1,242
Skyline Champion Corp. (a)		32,099		1,522
Tesla, Inc. (a)		5,404		3,639
Vista Outdoor, Inc. (a)		40,152		1,120
				26,046
Consumer Staples (6.3%):
BJ's Wholesale Club Holdings, Inc. (a)		40,721		2,538
Darling Ingredients, Inc. (a)		57,530		3,440
Grocery Outlet Holding Corp. (a)		37,200		1,586
Medifast, Inc.		8,793		1,587
PepsiCo, Inc.		15,958		2,659
Philip Morris International, Inc.		30,624		3,024
Walmart, Inc.		10,371		1,261
				16,095
Electronic Equipment, Instruments & Components (2.8%):
Fabrinet (a)		41,726		3,384
Jabil, Inc.		72,078		3,691
				7,075
Energy (8.2%):
Chevron Corp.		37,776		5,469
Diamondback Energy, Inc.		29,877		3,620
EOG Resources, Inc.		28,497		3,147
Matador Resources Co.		44,700		2,082
Pioneer Natural Resources Co.		13,259		2,958
Schlumberger NV		105,138		3,760
				21,036
Financials (10.3%):
Ameriprise Financial, Inc.		13,854		3,293
Bank of America Corp.		94,616		2,945

See notes to financial statements.

29

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Chubb Ltd.		21,600	$	4,246
Customers Bancorp, Inc. (a)		34,997		1,186
JPMorgan Chase & Co.		29,025		3,269
Morgan Stanley		36,551		2,780
ServisFirst Bancshares, Inc.		46,280		3,652
Signature Bank		12,833		2,300
Western Alliance Bancorp		40,509		2,860
				26,531
Health Care (12.1%):
AbbVie, Inc.		10,704		1,639
AmerisourceBergen Corp.		27,230		3,852
AMN Healthcare Services, Inc. (a)		27,975		3,069
Cigna Corp.		13,873		3,656
ICON PLC (a)		13,373		2,898
McKesson Corp.		14,166		4,621
Pfizer, Inc.		30,701		1,610
Regeneron Pharmaceuticals, Inc. (a)		2,720		1,608
Stryker Corp.		5,754		1,145
Thermo Fisher Scientific, Inc.		2,573		1,398
UnitedHealth Group, Inc.		10,590		5,439
				30,935
Industrials (9.5%):
Builders FirstSource, Inc. (a)		27,569		1,480
Chart Industries, Inc. (a)		25,462		4,262
GXO Logistics, Inc. (a)		23,159		1,002
Huntington Ingalls Industries, Inc.		6,316		1,376
Marten Transport Ltd.		201,259		3,385
Old Dominion Freight Line, Inc.		8,585		2,200
Parker-Hannifin Corp.		9,285		2,285
Raytheon Technologies Corp.		14,347		1,379
Saia, Inc. (a)		11,433		2,149
Trex Co., Inc. (a)		44,028		2,396
UFP Industries, Inc.		35,808		2,440
				24,354
Materials (4.0%):
Commercial Metals Co.		41,717		1,381
Graphic Packaging Holding Co.		75,000		1,537
Greif, Inc., Class A		23,783		1,484
Materion Corp.		20,748		1,530
Summit Materials, Inc., Class A (a)		76,806		1,789
Valvoline, Inc.		92,002		2,652
				10,373
Real Estate (2.0%):
American Tower Corp.		7,923		2,025
CBRE Group, Inc., Class A (a)		16,826		1,238
Simon Property Group, Inc.		19,981		1,897
				5,160

See notes to financial statements.

30

Victory Portfolios
Victory Diversified Stock Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (8.2%):
Advanced Micro Devices, Inc. (a)		44,831	$	3,428
Alpha & Omega Semiconductor Ltd. (a)		43,485		1,450
Applied Materials, Inc.		25,255		2,298
Broadcom, Inc.		9,991		4,854
NVIDIA Corp.		33,653		5,101
QUALCOMM, Inc.		30,415		3,885
				21,016
Software (6.7%):
Cadence Design Systems, Inc. (a)		26,661		4,000
Microsoft Corp.		51,239		13,160
				17,160
Technology Hardware, Storage & Peripherals (7.4%):
Apple, Inc.		114,498		15,654
HP, Inc.		101,749		3,336
				18,990
Total Common Stocks (Cost $202,453)				246,508
Exchange-Traded Funds (3.7%)
SPDR S&P 500 ETF Trust		20,783		7,840
SPDR S&P Biotech ETF (a) (b)		23,522		1,747
Total Exchange-Traded Funds (Cost $9,243)				9,587
Collateral for Securities Loaned (1.1%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		86,249		86
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		43,043		43
HSBC U.S. Government Money Market Fund I Shares, 1.46% (c)		536,828		537
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		343,208		343
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		228,881		229
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		1,543,132		1,543
Total Collateral for Securities Loaned (Cost $2,781)				2,781
Total Investments (Cost $214,477) — 101.0%				258,876
Liabilities in excess of other assets — (1.0)%				(2,681	)
NET ASSETS — 100.00%			$	256,195

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

31

Victory Portfolios
Victory NewBridge Large Cap Growth Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.2%)
Communication Services (8.6%):
Alphabet, Inc., Class C (a)		279	$	610
Meta Platforms, Inc., Class A (a)		775		125
				735
Communications Equipment (4.9%):
Arista Networks, Inc. (a)		2,439		229
Motorola Solutions, Inc.		917		192
				421
Consumer Discretionary (20.6%):
Airbnb, Inc., Class A (a)		1,666		148
Amazon.com, Inc. (a)		4,605		489
Aptiv PLC (a)		1,626		145
Burlington Stores, Inc. (a)		576		79
Lululemon Athletica, Inc. (a)		845		230
NIKE, Inc., Class B		2,075		212
O'Reilly Automotive, Inc. (a)		436		276
Tractor Supply Co.		945		183
				1,762
Electronic Equipment, Instruments & Components (2.7%):
CDW Corp.		1,490		235
Financials (4.8%):
Blackstone, Inc.		2,186		199
MSCI, Inc.		524		216
				415
Health Care (14.1%):
Align Technology, Inc. (a)		356		84
Dexcom, Inc. (a)		2,594		194
Thermo Fisher Scientific, Inc.		620		337
Veeva Systems, Inc., Class A (a)		1,151		228
Zoetis, Inc.		2,137		367
				1,210
Industrials (6.1%):
CoStar Group, Inc. (a)		2,979		180
Generac Holdings, Inc. (a)		811		171
Uber Technologies, Inc. (a)		8,556		175
				526
IT Services (5.5%):
Visa, Inc., Class A		2,382		469
Semiconductors & Semiconductor Equipment (7.9%):
Broadcom, Inc.		484		235
NVIDIA Corp.		2,921		443
				678

See notes to financial statements.

32

Victory Portfolios
Victory NewBridge Large Cap Growth Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Software (21.0%):
Adobe, Inc. (a)		729	$	267
Cadence Design Systems, Inc. (a)		2,443		366
Crowdstrike Holdings, Inc., Class A (a)		793		134
Microsoft Corp.		1,224		314
Palo Alto Networks, Inc. (a)		366		181
ServiceNow, Inc. (a)		827		393
The Trade Desk, Inc., Class A (a)		3,388		142
				1,797
Total Common Stocks (Cost $6,525)				8,248
Total Investments (Cost $6,525) — 96.2%				8,248
Other assets in excess of liabilities — 3.8%				327
NET ASSETS — 100.00%			$	8,575

(a)  Non-income producing security.

PLC — Public Limited Company

See notes to financial statements.

33

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (95.5%)
Communication Services (7.1%):
Alphabet, Inc., Class C (a)		809	$	1,770
Nexstar Media Group, Inc., Class A		3,911		637
World Wrestling Entertainment, Inc., Class A		5,850		365
				2,772
Communications Equipment (1.3%):
Lumentum Holdings, Inc. (a)		6,282		499
Consumer Discretionary (10.1%):
Amazon.com, Inc. (a)		3,760		399
Asbury Automotive Group, Inc. (a)		2,416		409
Brunswick Corp.		5,059		331
Crocs, Inc. (a)		4,357		212
D.R. Horton, Inc.		4,023		266
Group 1 Automotive, Inc.		2,182		371
Lithia Motors, Inc.		1,512		416
MarineMax, Inc. (a)		10,543		381
Meritage Homes Corp. (a)		2,577		187
Skyline Champion Corp. (a)		4,865		231
Tesla, Inc. (a)		813		547
Vista Outdoor, Inc. (a)		5,847		163
				3,913
Consumer Staples (6.3%):
BJ's Wholesale Club Holdings, Inc. (a)		6,172		385
Darling Ingredients, Inc. (a)		8,720		521
Grocery Outlet Holding Corp. (a)		5,629		240
Medifast, Inc.		1,343		242
PepsiCo, Inc.		2,419		403
Philip Morris International, Inc.		4,634		458
Walmart, Inc.		1,585		193
				2,442
Electronic Equipment, Instruments & Components (2.8%):
Fabrinet (a)		6,300		511
Jabil, Inc.		10,967		562
				1,073
Energy (8.2%):
Chevron Corp.		5,726		829
Diamondback Energy, Inc.		4,529		549
EOG Resources, Inc.		4,292		474
Matador Resources Co.		6,579		307
Pioneer Natural Resources Co.		1,996		445
Schlumberger NV		15,969		571
				3,175
Financials (10.3%):
Ameriprise Financial, Inc.		2,086		496
Bank of America Corp.		14,581		454

See notes to financial statements.

34

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Chubb Ltd.		3,211	$	631
Customers Bancorp, Inc. (a)		5,268		179
JPMorgan Chase & Co.		4,388		494
Morgan Stanley		5,423		412
ServisFirst Bancshares, Inc.		6,977		551
Signature Bank		1,994		357
Western Alliance Bancorp		5,946		420
				3,994
Health Care (12.1%):
AbbVie, Inc.		1,629		250
AmerisourceBergen Corp.		4,138		585
AMN Healthcare Services, Inc. (a)		4,251		466
Cigna Corp.		2,103		554
ICON PLC (a)		1,991		432
McKesson Corp.		2,153		702
Pfizer, Inc.		4,654		244
Regeneron Pharmaceuticals, Inc. (a)		410		242
Stryker Corp.		874		174
Thermo Fisher Scientific, Inc.		392		213
UnitedHealth Group, Inc.		1,645		845
				4,707
Industrials (9.5%):
Builders FirstSource, Inc. (a)		4,253		228
Chart Industries, Inc. (a)		3,833		642
GXO Logistics, Inc. (a)		3,466		150
Huntington Ingalls Industries, Inc.		947		206
Marten Transport Ltd.		30,570		514
Old Dominion Freight Line, Inc.		1,272		326
Parker-Hannifin Corp.		1,442		355
Raytheon Technologies Corp.		2,192		211
Saia, Inc. (a)		1,676		315
Trex Co., Inc. (a)		6,619		360
UFP Industries, Inc.		5,390		367
				3,674
Materials (4.0%):
Commercial Metals Co.		6,288		208
Graphic Packaging Holding Co.		11,290		231
Greif, Inc., Class A		3,580		223
Materion Corp.		3,143		232
Summit Materials, Inc., Class A (a)		11,187		261
Valvoline, Inc.		13,910		401
				1,556
Real Estate (2.0%):
American Tower Corp.		1,190		304
CBRE Group, Inc., Class A (a)		2,507		184
Simon Property Group, Inc.		3,021		287
				775

See notes to financial statements.

35

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Semiconductors & Semiconductor Equipment (8.2%):
Advanced Micro Devices, Inc. (a)		6,774	$	518
Alpha & Omega Semiconductor Ltd. (a)		6,564		219
Applied Materials, Inc.		3,706		337
Broadcom, Inc.		1,508		733
NVIDIA Corp.		5,088		771
QUALCOMM, Inc.		4,599		587
				3,165
Software (6.7%):
Cadence Design Systems, Inc. (a)		4,053		608
Microsoft Corp.		7,813		2,007
				2,615
Technology Hardware, Storage & Peripherals (6.9%):
Apple, Inc.		16,042		2,193
HP, Inc.		15,337		503
				2,696
Total Common Stocks (Cost $30,891)				37,056
Exchange-Traded Funds (3.7%)
SPDR S&P 500 ETF Trust		3,124		1,179
SPDR S&P Biotech ETF (a)		3,559		264
Total Exchange-Traded Funds (Cost $1,559)				1,443
Total Investments (Cost $32,450) — 99.2%				38,499
Other assets in excess of liabilities — 0.8%				329
NET ASSETS — 100.00%			$	38,828

(a)  Non-income producing security.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

36

Victory Portfolios
Victory THB US Small Opportunities Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (97.9%)
Consumer Discretionary (15.8%):
America's Car-Mart, Inc. (a)		6,210	$	625
Bassett Furniture Industries, Inc.		81,180		1,471
BJ's Restaurants, Inc. (a)		32,474		704
Century Communities, Inc.		15,640		703
Charles & Colvard Ltd. (a)		113,330		141
Chuy's Holdings, Inc. (a)		14,844		296
Holley, Inc. (a)		68,420		718
Johnson Outdoors, Inc., Class A		8,670		530
Latham Group, Inc. (a)		76,810		532
Lazydays Holdings, Inc. (a)		5,500		65
M/I Homes, Inc. (a)		17,445		692
MasterCraft Boat Holdings, Inc. (a)		22,680		477
Movado Group, Inc.		49,780		1,540
Overstock.com, Inc. (a) (b)		20,730		519
Ruth's Hospitality Group, Inc.		63,110		1,026
Universal Technical Institute, Inc. (a)		171,930		1,226
				11,265
Consumer Staples (0.9%):
Vital Farms, Inc. (a)		70,780		619
Energy (10.5%):
Clean Energy Fuels Corp. (a)		155,720		698
Expro Group Holdings NV (a)		53,136		612
Geospace Technologies Corp. (a)		49,200		233
Natural Gas Services Group, Inc. (a)		11,768		129
Profire Energy, Inc.		552,220		795
RPC, Inc. (a)		249,850		1,727
Select Energy Services, Inc., Class A (a)		89,180		608
Solaris Oilfield Infrastructure, Inc., Class A		38,590		420
TETRA Technologies, Inc. (a)		556,600		2,260
				7,482
Financials (11.2%):
BayCom Corp.		40,606		840
Coastal Financial Corp. (a)		12,190		465
Colony Bankcorp, Inc.		29,920		451
First Busey Corp.		92,411		2,111
Heritage Financial Corp.		62,995		1,585
Old Second Bancorp, Inc.		116,242		1,555
P10, Inc., Class A		36,050		401
The First Bancshares, Inc.		20,617		590
				7,998
Health Care (18.6%):
Addus HomeCare Corp. (a)		11,661		971
Amneal Pharmaceuticals, Inc. (a)		22,048		70
Apollo Medical Holdings, Inc. (a)		19,220		742
Artivion, Inc. (a)		31,965		604

See notes to financial statements.

37

Victory Portfolios
Victory THB US Small Opportunities Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Atrion Corp.		1,194	$	751
BioLife Solutions, Inc. (a)		58,964		814
Catalyst Pharmaceuticals, Inc. (a)		40,330		283
CryoPort, Inc. (a)		29,690		920
Dynavax Technologies Corp. (a)		52,210		657
Lantheus Holdings, Inc. (a)		14,721		972
LeMaitre Vascular, Inc.		37,766		1,720
Meridian Bioscience, Inc. (a)		21,800		663
Mesa Laboratories, Inc.		2,723		555
OptimizeRx Corp. (a)		25,490		698
Organogenesis Holdings, Inc. (a)		13,690		67
Orthofix Medical, Inc. (a)		36,626		862
Retractable Technologies, Inc. (a) (b)		17,950		69
The Joint Corp. (a)		24,587		377
U.S. Physical Therapy, Inc.		4,330		473
Vanda Pharmaceuticals, Inc. (a)		24,930		272
Vericel Corp. (a)		28,570		719
				13,259
Industrials (18.3%):
Allied Motion Technologies, Inc.		33,337		762
ARC Document Solutions, Inc.		233,850		615
Argan, Inc.		9,560		357
Bowman Consulting Group Ltd. (a)		44,030		543
CIRCOR International, Inc. (a) (b)		4,510		74
Concrete Pumping Holdings, Inc. (a)		92,450		560
Energy Recovery, Inc. (a)		20,500		398
Graham Corp.		23,570		163
Great Lakes Dredge & Dock Corp. (a)		27,380		359
Harsco Corp. (a)		19,250		137
Hyster-Yale Materials Handling, Inc.		2,120		68
IES Holdings, Inc. (a)		6,600		199
Insteel Industries, Inc.		39,915		1,344
Karat Packaging, Inc. (a)		34,000		580
Limbach Holdings, Inc. (a)		53,160		284
MYR Group, Inc. (a)		4,851		428
NN, Inc. (a)		26,660		68
Northwest Pipe Co. (a)		25,970		778
Preformed Line Products Co.		11,290		694
Quest Resource Holding Corp. (a)		65,050		266
The Greenbrier Cos., Inc.		38,180		1,374
The Shyft Group, Inc.		17,216		320
Transcat, Inc. (a)		32,271		1,833
Twin Disc, Inc. (a)		44,300		401
Willdan Group, Inc. (a)		16,780		463
				13,068
Information Technology (16.3%):
CEVA, Inc. (a)		22,710		762
ePlus, Inc. (a)		37,722		2,004
Grid Dynamics Holdings, Inc. (a)		91,370		1,537

See notes to financial statements.

38

Victory Portfolios
Victory THB US Small Opportunities Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Ichor Holdings Ltd. (a)		46,140	$	1,199
Immersion Corp. (a)		148,540		793
Luna Innovations, Inc. (a)		14,180		83
Napco Security Technologies, Inc. (a)		65,790		1,355
NVE Corp.		7,450		347
PAR Technology Corp. (a) (b)		29,726		1,114
Perficient, Inc. (a)		9,240		847
Ultra Clean Holdings, Inc. (a)		32,963		981
Wayside Technology Group, Inc.		18,010		599
				11,621
Materials (3.6%):
Hawkins, Inc.		14,570		525
Koppers Holdings, Inc.		45,237		1,024
UFP Technologies, Inc. (a)		12,900		1,027
				2,576
Real Estate (1.3%):
Gladstone Land Corp.		28,080		622
Postal Realty Trust, Inc., Class A		21,350		318
				940
Utilities (1.4%):
The York Water Co.		23,950		967
Total Common Stocks (Cost $64,319)				69,795
Collateral for Securities Loaned (1.6%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (c)		34,308		34
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (c)		17,122		17
HSBC U.S. Government Money Market Fund I Shares, 1.46% (c)		213,541		214
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (c)		136,523		137
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (c)		91,045		91
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (c)		613,832		613
Total Collateral for Securities Loaned (Cost $1,106)				1,106
Total Investments (Cost $65,425) — 99.5%				70,901
Other assets in excess of liabilities — 0.5%				375
NET ASSETS — 100.00%			$	71,276

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

See notes to financial statements.

39

Victory Portfolios
Victory Strategic Allocation Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (7.2%)
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		48,490	$	1,779
Total Affiliated Exchange-Traded Funds (Cost $1,231)				1,779
Affiliated Mutual Funds (92.3%)
Victory Global Energy Transition Fund, Class Y		49,394		1,440
Victory INCORE Investment Grade Convertible Fund, Class I		93,486		1,524
Victory INCORE Total Return Bond Fund, Class R6		300,962		2,600
Victory Integrity Discovery Fund, Class Y		22,352		919
Victory Market Neutral Income Fund Class I		564,317		5,288
Victory RS Global Fund, Class Y		409,071		6,484
Victory RS Partners Fund, Class Y		35,142		926
Victory Sophus Emerging Markets Fund Class R6		115,473		2,166
Victory Trivalent International Small-Cap Fund, Class I		110,274		1,383
Total Affiliated Mutual Funds (Cost $22,090)				22,730
Total Investments (Cost $23,321) — 99.5%				24,509
Other assets in excess of liabilities — 0.5%				125
NET ASSETS — 100.00%			$	24,634

ETF — Exchange-Traded Fund

See notes to financial statements.

40

Victory Portfolios
Victory INCORE Fund for Income Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount			Value
Government National Mortgage Association (81.5%)
Multi-family (0.3%):
Pass-throughs (0.3%):
Government National Mortgage Assoc. 7.92%, 7/1/23	$	82		$	82
8.00%, 1/15/31 – 11/15/33		990			991
7.75%, 9/15/33		368			368
					1,441
Collateralized Mortgage Obligations (3.2%):
Government National Mortgage Assoc. Series 1999-4, Class ZB, 6.00%, 2/20/29		122			122
Series 2001-10, Class PE, 6.50%, 3/16/31		102			102
Series 2005-74, Class HB, 7.50%, 9/16/35		6			7
Series 2005-74, Class HC, 7.50%, 9/16/35		40			43
Series 2011-166, Class NT, 7.73%, 11/20/31 (a)		610			657
Series 2012-106, Class JM, 7.34%, 10/20/34 (a)		447			488
Series 2012-30, Class WB, 7.00%, 11/20/39 (a)		1,573			1,692
Series 2013-190, Class KT, 8.10%, 9/20/30 (a)		181			197
Series 2013-51, Class BL, 6.07%, 4/20/34 (a)		1,261			1,356
Series 2013-64, Class KY, 6.72%, 12/20/38 (a)		681			729
Series 2013-70, Class KP, 7.02%, 2/20/39 (a)		650			708
Series 2014-69, Class W, 7.21%, 11/20/34 (a)		88			95
Series 2014-74, Class PT, 7.87%, 5/16/44 (a)		120			128
Series 2015-77, Class PT, 7.23%, 6/20/39 (a)		244			266
Series 2019-22, Class PT, 7.93%, 2/20/49 (a)		4,374			4,740
Series 2021-1, Class WT, 7.82%, 1/20/51 (a)		4,712			5,140
					16,470
Single Family (78.0%):
Pass-throughs (78.0%):
Government National Mortgage Assoc. 7.50%, 9/15/22 – 5/15/49		44,902			48,362
8.00%, 9/15/22 – 5/15/49		26,784			29,213
7.00%, 12/20/22 – 9/20/50		69,837			75,767
8.50%, 2/15/23 – 7/15/32		3,513			3,779
7.13%, 3/15/23 – 7/15/25		36			36
6.50%, 6/15/23 – 2/20/41		107,672			115,871
5.50%, 7/15/23 – 11/15/45		23,745			25,796
6.00%, 9/20/23 – 9/20/50		67,137			73,468
9.00%, 4/15/25 – 9/15/30		980			1,051
10.00%, 4/15/25		—	(b)		—	(b)
6.13%, 6/20/28 – 11/20/28		227			228
6.28%, 10/20/28 – 9/20/29		459			475
6.10%, 5/20/29 – 7/20/31		388			401
7.30%, 4/20/30 – 2/20/31		167			170
6.49%, 5/20/31 – 3/20/32		684			708
4.50%, 12/15/33 – 5/15/41		8,340			8,789

See notes to financial statements.

41

Victory Portfolios
Victory INCORE Fund for Income Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
5.00%, 1/20/34 – 2/20/42	$	19,372	$	20,266
4.00%, 8/15/41		544		564
				404,944
Total Government National Mortgage Association (Cost $446,318)				422,855
U.S. Treasury Obligations (18.5%)
U.S. Treasury Bills, 0.64%, 8/11/22 (c)		10,096		10,081
U.S. Treasury Bonds, 7.50%, 11/15/24		77,858		85,823
Total U.S. Treasury Obligations (Cost $99,019)				95,904
Investment Companies (0.0%) (d)
BlackRock Liquidity Funds Fedfund Portfolio, 0.91% (c)		99,926		100
Total Investment Companies (Cost $100)				100
Total Investments (Cost $545,437) — 100.0%				518,859
Other assets in excess of liabilities — 0.0%				255
NET ASSETS — 100.00%			$	519,114

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

(b)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

42

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Convertible Corporate Bonds (65.7%)
Communication Services (0.3%):
Snap, Inc., 0.75%, 8/1/26	$	1,595	$	1,530
Consumer Discretionary (10.6%):
Booking Holdings, Inc., 0.75%, 5/1/25 (a)		17,300		20,541
Expedia Group, Inc., 2/15/26 (a) (b)		20,141		18,191
Ford Motor Co., 3/15/26 (a) (b)		9,175		8,402
				47,134
Energy (7.1%):
EQT Corp., 1.75%, 5/1/26		3,995		9,598
Pioneer Natural Resources Co., 0.25%, 5/15/25		10,101		21,852
				31,450
Financials (15.6%):
Ares Capital Corp., 4.63%, 3/1/24		13,313		13,894
Barclays Bank PLC 2/4/25 (b)		7,120		9,682
2/18/25 (b)		4,330		4,533
Blackstone Mortgage TR, 5.50%, 3/15/27		6,105		5,555
GSK Finance NO 3 PLC, 4.51%, 6/22/23 (c)		5,153		4,935
Hannon Armstrong Sustainable Infrastructure Capital, Inc., 1.30%, 8/15/23		2,435		2,400
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (c)		12,505		13,014
MGIC Investment Corp., Convertible Subordinated Notes, 9.00%, 4/1/63		4,342		5,748
TPG Specialty Lending, Inc., 4.50%, 8/1/22		9,261		9,643
				69,404
Health Care (10.3%):
Anthem, Inc., 2.75%, 10/15/42		3,215		22,050
Bristol-Myers Squibb Co., 1.33% (LIBOR03M-50bps), 9/15/23, Callable 8/8/22 @ 100 (d)		2,466		5,233
Illumina, Inc., 8/15/23 (a) (b)		19,617		18,750
				46,033
Industrials (6.0%):
Parsons Corp., 0.25%, 8/15/25		5,520		5,834
Southwest Airlines Co., 1.25%, 5/1/25		17,865		21,123
				26,957
Information Technology (13.9%):
Akamai Technologies, Inc., 0.13%, 5/1/25 (a)		3,399		3,727
Block, Inc. 0.13%, 3/1/25		1,125		1,061
0.25%, 11/1/27		7,625		5,615
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (a)		20,305		20,833
Vishay Intertechnology, Inc., 2.25%, 6/15/25		8,530		8,082
Western Digital Corp., 1.50%, 2/1/24		24,003		22,826
				62,144

See notes to financial statements.

43

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Real Estate (1.9%):
Kite Realty Group LP, 0.75%, 4/1/27 (c)	$	9,280	$	8,368
Total Convertible Corporate Bonds (Cost $294,613)				293,020
Convertible Preferred Stocks (33.0%)
Financials (12.6%):
Bank of America Corp., Series L, 7.25% (e)		15,205		18,314
KKR & Co., Inc., Series C, 6.00%, 9/15/23		282,910		16,542
New York Community Capital Trust, 6.49%, 11/1/51		53,619		2,477
Wells Fargo & Co., Series L, 7.50% (e)		15,384		18,699
				56,032
Industrials (3.3%):
Stanley Black & Decker, Inc., 5.25%, 11/15/22		217,390		14,650
Utilities (17.1%):
American Electric Power Co., Inc., 6.13%, 8/15/23 (a)		239,620		13,007
CenterPoint Energy, Inc., 4.57%, 9/15/29		55,000		2,545
DTE Energy Co., 6.25%, 11/1/22		314,998		16,197
NextEra Energy, Inc. 0.62%, 9/1/22		127,545		7,182
5.28%, 3/1/23		274,805		13,644
3.30%, 9/1/23		48,900		2,404
NiSource, Inc., 7.75%, 3/1/24		135,990		15,465
The Southern Co., Series 2019, 6.75%, 8/1/22		114,070		6,043
				76,487
Total Convertible Preferred Stocks (Cost $161,142)				147,169
Collateral for Securities Loaned (13.5%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (f)		1,872,638		1,873
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (f)		934,539		935
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (f)		11,655,579		11,655
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (f)		7,451,721		7,452
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (f)		4,969,457		4,969
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (f)		33,504,393		33,504
Total Collateral for Securities Loaned (Cost $60,388)				60,388
Total Investments (Cost $516,143) — 112.2%				500,577
Liabilities in excess of other assets — (12.2)%				(54,584	)
NET ASSETS — 100.00%			$	445,993

^  Purchased with cash collateral from securities on loan.

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

(b)  Zero-coupon bond.

See notes to financial statements.

44

Victory Portfolios
Victory INCORE Investment Grade Convertible Fund Schedule of Portfolio Investments — continued
June 30, 2022

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of June 30, 2022, the fair value of these securities was $26,317 (thousands) and amounted to 5.9% of net assets.

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

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

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

bps — Basis points

LIBOR — London Interbank Offered Rate

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

LLC — Limited Liability Company

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

45

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)

	Victory Diversified Stock Fund			Victory NewBridge Large Cap Growth Fund			Victory Special Value Fund
Assets:
Investments, at value (Cost $214,477, $6,525 and $32,450)	$	258,876	(a)	$	8,248		$	38,499
Cash		2,253			199			622
Receivables:
Interest and dividends		200			2			30
Capital shares issued		32			—	(b)		10
Investments sold		274			113			42
From Adviser		7			19			8
Prepaid expenses		35			17			25
Total Assets		261,677			8,598			39,236
Liabilities:
Payables:
Collateral received on loaned securities		2,781			—			—
Investments purchased		2,300			—			347
Capital shares redeemed		144			—			—	(b)
Accrued expenses and other payables:
Investment advisory fees		144			6			25
Administration fees		12			—	(b)		2
Custodian fees		2			—	(b)		1
Transfer agent fees		36			3			11
Compliance fees		—	(b)		—	(b)		—	(b)
Trustees' fees		3			—	(b)		—	(b)
12b-1 fees		28			1			5
Other accrued expenses		32			13			17
Total Liabilities		5,482			23			408
Net Assets:
Capital		189,681			5,270			29,050
Total accumulated earnings/(loss)		66,514			3,305			9,778
Net Assets	$	256,195		$	8,575		$	38,828
Net Assets
Class A	$	191,392		$	4,524		$	22,188
Class C		1,545			354			802
Class I		21,933			3,142			2,769
Class R		36,360			—			12,401
Class R6		863			—			—
Class Y		4,102			555			668
Total	$	256,195		$	8,575		$	38,828
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		10,717			1,376			852
Class C		97			91			37
Class I		1,229			782			104
Class R		2,099			—			510
Class R6		48			—			—
Class Y		229			150			25
Total		14,419			2,399			1,528

(continues on next page)

See notes to financial statements.

46

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  (continued)

	Victory Diversified Stock Fund			Victory NewBridge Large Cap Growth Fund			Victory Special Value Fund
Net asset value, offering (except Class A) and redemption price per share: (c)
Class A	$	17.86		$	3.29		$	26.07
Class C (d)		15.97			3.88			21.46
Class I		17.85			4.02			26.55
Class R		17.32			—			24.34
Class R6		17.87			—			—
Class Y		17.89			3.70			26.37
Maximum Sales Charge — Class A		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	18.95		$	3.49		$	27.66

(a)  Includes $2,737 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

47

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)

	Victory THB US Small Opportunities Fund			Victory Strategic Allocation Fund			Victory INCORE Fund for Income
Assets:
Affiliated investments, at value (Cost $—, $23,321 and $—)	$	—		$	24,509		$	—
Unaffiliated investments, at value (Cost $65,425, $— and $545,437)		70,901	(a)		—			518,859
Cash		1,539			103			—
Receivables:
Interest and dividends		9			—			2,901
Capital shares issued		53			—	(b)		205
From Adviser		38			26			30
Prepaid expenses		17			23			43
Total Assets		72,557			24,661			522,038
Liabilities:
Payables:
Collateral received on loaned securities		1,106			—			—
Capital shares redeemed		74			—	(b)		2,479
Accrued expenses and other payables:
Investment advisory fees		69			2			212
Administration fees		3			1			25
Custodian fees		1			—	(b)		5
Transfer agent fees		12			6			100
Compliance fees		—	(b)		—	(b)		—	(b)
Trustees' fees		1			—	(b)		5
12b-1 fees		—	(b)		2			15
Other accrued expenses		15			16			83
Total Liabilities		1,281			27			2,924
Net Assets:
Capital		66,773			22,873			939,301
Total accumulated earnings/(loss)		4,503			1,761			(420,187	)
Net Assets	$	71,276		$	24,634		$	519,114
Net Assets
Class A	$	1,185		$	13,575		$	99,353
Class C		—			1,978			6,978
Class I		70,091			8,020			284,230
Class R		—			1,061			17,973
Class R6		—			—			27,174
Class Y		—			—			82,168
Member Class		—			—			1,238
Total	$	71,276		$	24,634		$	519,114

(continues on next page)

See notes to financial statements.

48

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  (continued)

	Victory THB US Small Opportunities Fund			Victory Strategic Allocation Fund			Victory INCORE Fund for Income
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		72			796			13,580
Class C		—			118			965
Class I		4,061			468			38,857
Class R		—			62			2,454
Class R6		—			—			3,721
Class Y		—			—			11,237
Member Class		—			—			169
Total		4,133			1,444			70,983
Net asset value, offering (except Class A) and redemption price per share: (c)
Class A	$	16.36		$	17.05		$	7.32
Class C (d)		—			16.73			7.23
Class I		17.26			17.15			7.31
Class R		—			17.01			7.33
Class R6		—			—			7.30
Class Y		—			—			7.31
Member Class		—			—			7.34
Maximum Sales Charge — Class A		5.75	%		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	$	17.36		$	17.44		$	7.49

(a)  Includes $1,082 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

49

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)

	Victory INCORE Investment Grade Convertible Fund
Assets:
Investments, at value (Cost $516,143)	$	500,577	(a)
Cash		3,496
Receivables:
Interest and dividends		1,273
Capital shares issued		319
Investments sold		3,588
From Adviser		4
Prepaid expenses		24
Total Assets		509,281
Liabilities:
Payables:
Collateral received on loaned securities		60,388
Investments purchased		2,253
Capital shares redeemed		220
Accrued expenses and other payables:
Investment advisory fees		279
Administration fees		21
Custodian fees		3
Transfer agent fees		69
Compliance fees		—	(b)
Trustees' fees		5
12b-1 fees		2
Other accrued expenses		48
Total Liabilities		63,288
Net Assets:
Capital		459,742
Total accumulated earnings/(loss)		(13,749	)
Net Assets	$	445,993
Net Assets
Class A	$	18,981
Class I		425,954
Member Class		1,058
Total	$	445,993
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,165
Class I		26,148
Member Class		62
Total		27,375

(continues on next page)

See notes to financial statements.

50

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  (continued)

	Victory INCORE Investment Grade Convertible Fund
Net asset value, offering (except Class A) and redemption price per share: (c)
Class A	$	16.30
Class I		16.29
Member Class		16.95
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	16.68

(a)  Includes $58,950 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

See notes to financial statements.

51

Victory Portfolios Statements of Operations

(Amounts in Thousands)  

	Victory Diversified Stock Fund						Victory NewBridge Large Cap Growth Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Eight Months Ended June 30, 2022			Year Ended October 31, 2021
Investment Income:
Dividends	$	2,896		$	3,241		$	22		$	28
Interest		1			1			—	(a)		—	(a)
Securities lending (net of fees)		3			5			—			—	(a)
Total Income		2,900			3,247			22			28
Expenses:
Investment advisory fees		1,342			1,965			63			132
Administration fees		111			169			5			10
Sub-Administration fees		11			17			9			14
12b-1 fees — Class A		383			552			11			21
12b-1 fees — Class C		14			26			3			9
12b-1 fees — Class R		148			229			—			—
Custodian fees		10			14			1			2
Transfer agent fees — Class A		102			154			5			9
Transfer agent fees — Class C		2			4			—			1
Transfer agent fees — Class I		10			14			3			5
Transfer agent fees — Class R		22			35			—			—
Transfer agent fees — Class R6		—	(a)		—	(a)		—			—
Transfer agent fees — Class Y		4			5			1			1
Trustees' fees		13			21			2			3
Compliance fees		2			2			—	(a)		—	(a)
Legal and audit fees		17			19			10			8
State registration and filing fees		52			81			34			52
Other expenses		38			34			10			9
Total Expenses		2,281			3,341			157			276
Expenses waived/reimbursed by Adviser		(21	)		(28	)		(56	)		(63	)
Net Expenses		2,260			3,313			101			213
Net Investment Income (Loss)		640			(66	)		(79	)		(185	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		24,238			48,095			2,027			4,481
Net change in unrealized appreciation/ depreciation on investment securities		(78,869	)		64,146			(8,015	)		660
Net realized/unrealized gains (losses) on investments		(54,631	)		112,241			(5,988	)		5,141
Change in net assets resulting from operations	$	(53,991	)	$	112,175		$	(6,067	)	$	4,956

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

52

Victory Portfolios Statements of Operations

(Amounts in Thousands)  

	Victory Special Value Fund						Victory THB US Small Opportunities Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Eight Months Ended June 30, 2022			Year Ended October 31, 2021(a)
Investment Income:
Dividends	$	439		$	521		$	580		$	429
Interest		—	(b)		—	(b)		—			—	(b)
Securities lending (net of fees)		—			—	(b)		3			1
Total Income		439			521			583			430
Expenses:
Investment advisory fees		235			364			600			998
Administration fees		17			27			28			94
Sub-Administration fees		11			17			10			8
Shareholder servicing fees — Class A		—			—			—			2
12b-1 fees — Class A		45			69			3			7
12b-1 fees — Class C		6			9			—			—
12b-1 fees — Class R		50			79			—			—
Custodian fees		2			3			3			6
Transfer agent fees		—			—			—			58
Transfer agent fees — Class A		20			31			3			3
Transfer agent fees — Class C		—	(b)		1			—			—
Transfer agent fees — Class I		1			3			45			34
Transfer agent fees — Class R		17			23			—			—
Transfer agent fees — Class Y		1			1			—			—
Trustees' fees		3			5			4			15
Compliance fees		—	(b)		—	(b)		—	(b)		5
Legal and audit fees		11			9			12			74
State registration and filing fees		41			65			38			79
Line of credit fees		—			—			1			—
Other expenses		14			12			19			33
Total Expenses		474			718			766			1,416
Expenses waived/reimbursed by Adviser		(45	)		(72	)		(109	)		(362	)
Net Expenses		429			646			657			1,054
Net Investment Income (Loss)		10			(125	)		(74	)		(624	)
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		4,295			9,190			(669	)		12,921
Net change in unrealized appreciation/ depreciation on investment securities		(12,389	)		8,963			(20,891	)		17,176
Net realized/unrealized gains (losses) on investments		(8,094	)		18,153			(21,560	)		30,097
Change in net assets resulting from operations	$	(8,084	)	$	18,028		$	(21,634	)	$	29,473

(a)  On May 3, 2021, the THB Asset Management Microcap Fund (the "Predecessor Fund") was reorganized into the Victory THB US Small Opportunities Fund (the "Victory THB Fund"). Investor Class and Institutional Class shares of the Predecessor Fund were exchanged on a tax-free basis for Class A and Class I shares, respectively, of the Victory THB Fund. Information presented prior to May 3, 2021, is that of the Predecessor Fund. See Note 1 in the Notes to Financial Statements.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.

53

Victory Portfolios Statements of Operations

(Amounts in Thousands)  

	Victory Strategic Allocation Fund						Victory INCORE Fund for Income
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Eight Months Ended June 30, 2022			Year Ended October 31, 2021
Investment Income:
Dividends from affiliated investments	$	691		$	936		$	—		$	—
Interest from unaffiliated investments		—			—	(a)		5,753			9,513
Total Income		691			936			5,753			9,513
Expenses:
Investment advisory fees		18			28			1,933			3,979
Administration fees		10			16			216			478
Sub-Administration fees		8			13			14			22
12b-1 fees — Class A		26			41			191			345
12b-1 fees — Class C		15			23			56			136
12b-1 fees — Class R		4			7			34			93
Custodian fees		2			2			21			54
Transfer agent fees — Class A		11			22			72			117
Transfer agent fees — Class C		2			3			7			16
Transfer agent fees — Class I		6			8			202			435
Transfer agent fees — Class R		1			1			10			27
Transfer agent fees — Class R6		—			—			1			3
Transfer agent fees — Class Y		—			—			68			164
Transfer agent fees — Member Class (b)		—			—			1			1
Trustees' fees		2			4			24			58
Compliance fees		—	(a)		—	(a)		3			7
Legal and audit fees		9			8			13			54
State registration and filing fees		39			61			85			151
Interfund lending fees		—			—			—	(a)		—	(a)
Other expenses		14			11			112			174
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			1			34
Total Expenses		167			248			3,064			6,348
Expenses waived/reimbursed by Adviser		(95	)		(135	)		(160	)		(197	)
Net Expenses		72			113			2,904			6,151
Net Investment Income (Loss)		619			823			2,849			3,362
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated investment securities		313			(162	)		—			—
Net realized gains (losses) from unaffiliated investment securities		15			2			(1,232	)		(1,300	)
Capital gain distributions received from affiliated funds		447			288			—			—
Net change in unrealized appreciation/depreciation on affiliated investment securities		(4,992	)		5,000			—			—
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		—			—			(29,251	)		(8,573	)
Net realized/unrealized gains (losses) on investments		(4,217	)		5,128			(30,483	)		(9,873	)
Change in net assets resulting from operations	$	(3,598	)	$	5,951		$	(27,634	)	$	(6,511	)

(a)  Rounds to less than $1 thousand.

(b)  Member Class commenced operations on November 3, 2020.

See notes to financial statements.

54

Victory Portfolios Statements of Operations

(Amounts in Thousands)  

	Victory INCORE Investment Grade Convertible Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021
Investment Income:
Dividends	$	5,768		$	6,102
Interest		1,824			2,675
Securities lending (net of fees)		612			205
Total Income		8,204			8,982
Expenses:
Investment advisory fees		2,218			2,675
Administration fees		162			200
Sub-Administration fees		11			16
12b-1 fees — Class A		34			51
Custodian fees		13			16
Transfer agent fees — Class A		8			40
Transfer agent fees — Class I		217			255
Transfer agent fees — Member Class (a)		2			1
Trustees' fees		18			24
Compliance fees		2			3
Legal and audit fees		22			27
State registration and filing fees		46			77
Interfund lending fees		—	(b)		—	(b)
Other expenses		45			46
Recoupment of prior expenses waived/reimbursed by Adviser		5			—
Total Expenses		2,803			3,431
Expenses waived/reimbursed by Adviser		(15	)		(28	)
Net Expenses		2,788			3,403
Net Investment Income (Loss)		5,416			5,579
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		5,530			35,138
Net change in unrealized appreciation/depreciation on investment securities		(61,562	)		21,029
Net realized/unrealized gains (losses) on investments		(56,032	)		56,167
Change in net assets resulting from operations	$	(50,616	)	$	61,746

(a)  Member Class commenced operations on November 3, 2020.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.

55

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Diversified Stock Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	640		$	(66	)	$	701
Net realized gains (losses)		24,238			48,095			6,025
Net change in unrealized appreciation/depreciation		(78,869	)		64,146			6,403
Change in net assets resulting from operations		(53,991	)		112,175			13,129
Distributions to Shareholders:
Class A		(33,326	)		(4,846	)		(13,665	)
Class C		(349	)		(83	)		(369	)
Class I		(4,120	)		(570	)		(1,940	)
Class R		(6,603	)		(1,037	)		(3,072	)
Class R6		(553	)		(85	)		(57	)
Class Y		(684	)		(99	)		(287	)
Change in net assets resulting from distributions to shareholders		(45,635	)		(6,720	)		(19,390	)
Change in net assets resulting from capital transactions		21,482			(25,722	)		(36,149	)
Change in net assets		(78,144	)		79,733			(42,410	)
Net Assets:
Beginning of period		334,339			254,606			297,016
End of period	$	256,195		$	334,339		$	254,606

(continues on next page)

See notes to financial statements.

56

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Diversified Stock Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	6,377		$	7,876		$	7,727
Distributions reinvested		30,676			4,436			12,429
Cost of shares redeemed		(18,160	)		(27,454	)		(36,795	)
Total Class A	$	18,893		$	(15,142	)	$	(16,639	)
Class C
Proceeds from shares issued	$	98		$	80		$	169
Distributions reinvested		349			82			311
Cost of shares redeemed		(560	)		(1,782	)		(3,132	)
Total Class C	$	(113	)	$	(1,620	)	$	(2,652	)
Class I
Proceeds from shares issued	$	4,219		$	1,886		$	2,816
Distributions reinvested		3,953			537			1,805
Cost of shares redeemed		(5,236	)		(4,406	)		(14,222	)
Total Class I	$	2,936		$	(1,983	)	$	(9,601	)
Class R
Proceeds from shares issued	$	649		$	721		$	1,667
Distributions reinvested		6,442			1,016			2,947
Cost of shares redeemed		(5,365	)		(8,082	)		(12,020	)
Total Class R	$	1,726		$	(6,345	)	$	(7,406	)
Class R6
Proceeds from shares issued	$	162		$	183		$	2,494
Distributions reinvested		553			85			57
Cost of shares redeemed		(3,272	)		(618	)		(1,945	)
Total Class R6	$	(2,557	)	$	(350	)	$	606
Class Y
Proceeds from shares issued	$	305		$	284		$	188
Distributions reinvested		574			83			244
Cost of shares redeemed		(282	)		(649	)		(889	)
Total Class Y	$	597		$	(282	)	$	(457	)
Change in net assets resulting from capital transactions	$	21,482		$	(25,722	)	$	(36,149	)

   (continues on next page)

See notes to financial statements.

57

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Diversified Stock Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Share Transactions:
Class A
Issued		289			378			473
Reinvested		1,387			231			719
Redeemed		(844	)		(1,303	)		(2,225	)
Total Class A		832			(694	)		(1,033	)
Class C
Issued		5			3			11
Reinvested		18			5			19
Redeemed		(30	)		(94	)		(199	)
Total Class C		(7	)		(86	)		(169	)
Class I
Issued		180			86			169
Reinvested		179			28			105
Redeemed		(249	)		(208	)		(856	)
Total Class I		110			(94	)		(582	)
Class R
Issued		30			35			102
Reinvested		300			54			174
Redeemed		(251	)		(387	)		(734	)
Total Class R		79			(298	)		(458	)
Class R6
Issued		8			8			154
Reinvested		25			4			3
Redeemed		(147	)		(29	)		(109	)
Total Class R6		(114	)		(17	)		48
Class Y
Issued		14			14			12
Reinvested		26			4			14
Redeemed		(13	)		(31	)		(52	)
Total Class Y		27			(13	)		(26	)
Change in Shares		927			(1,202	)		(2,220	)

See notes to financial statements.

58

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory NewBridge Large Cap Growth Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(79	)	$	(185	)	$	(153	)
Net realized gains (losses)		2,027			4,481			2,698
Net change in unrealized appreciation/depreciation		(8,015	)		660			2,842
Change in net assets resulting from operations		(6,067	)		4,956			5,387
Distributions to Shareholders:
Class A		(2,162	)		(924	)		(1,005	)
Class C		(149	)		(429	)		(746	)
Class I		(1,267	)		(641	)		(987	)
Class Y		(277	)		(148	)		(385	)
Change in net assets resulting from distributions to shareholders		(3,855	)		(2,142	)		(3,123	)
Change in net assets resulting from capital transactions		655			(1,834	)		(1,443	)
Change in net assets		(9,267	)		980			821
Net Assets:
Beginning of period		17,842			16,862			16,041
End of period	$	8,575		$	17,842		$	16,862

(continues on next page)

See notes to financial statements.

59

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory NewBridge Large Cap Growth Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	391		$	701		$	1,914
Distributions reinvested		1,813			740			817
Cost of shares redeemed		(1,107	)		(1,851	)		(1,714	)
Total Class A	$	1,097		$	(410	)	$	1,017
Class C
Proceeds from shares issued	$	45		$	93		$	286
Distributions reinvested		106			338			569
Cost of shares redeemed		(87	)		(752	)		(1,193	)
Total Class C	$	64		$	(321	)	$	(338	)
Class I
Proceeds from shares issued	$	206		$	1,047		$	522
Distributions reinvested		1,213			624			927
Cost of shares redeemed		(1,898	)		(2,047	)		(2,375	)
Total Class I	$	(479	)	$	(376	)	$	(926	)
Class Y
Proceeds from shares issued	$	38		$	266		$	310
Distributions reinvested		251			131			184
Cost of shares redeemed		(316	)		(1,124	)		(1,690	)
Total Class Y	$	(27	)	$	(727	)	$	(1,196	)
Change in net assets resulting from capital transactions	$	655		$	(1,834	)	$	(1,443	)
Share Transactions:
Class A
Issued		80			110			336
Reinvested		356			118			171
Redeemed		(241	)		(277	)		(314	)
Total Class A		195			(49	)		193
Class C (a)
Issued		8			13			176
Reinvested		17			47			377
Redeemed		(16	)		(99	)		(678	)
Total Class C		9			(39	)		(125	)
Class I
Issued		39			139			86
Reinvested		195			86			170
Redeemed		(276	)		(260	)		(383	)
Total Class I		(42	)		(35	)		(127	)
Class Y
Issued		8			38			59
Reinvested		44			19			36
Redeemed		(64	)		(152	)		(264	)
Total Class Y		(12	)		(95	)		(169	)
Change in Shares		150			(218	)		(228	)

(a)  As described in Note 10 in the Notes to Financial Statements, Victory NewBridge Large Cap Growth Fund Class C share amounts have been adjusted for a 1:5 reverse stock split.

See notes to financial statements.

60

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Special Value Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	10		$	(125	)	$	12
Net realized gains (losses)		4,295			9,190			1,501
Net change in unrealized appreciation/depreciation		(12,389	)		8,963			855
Change in net assets resulting from operations		(8,084	)		18,028			2,368
Distributions to Shareholders:
Class A		(4,420	)		(913	)		(912	)
Class C		(178	)		(36	)		(40	)
Class I		(565	)		(121	)		(114	)
Class R		(2,680	)		(543	)		(660	)
Class Y		(126	)		(23	)		(19	)
Change in net assets resulting from distributions to shareholders		(7,969	)		(1,636	)		(1,745	)
Change in net assets resulting from capital transactions		3,676			(8,094	)		(11,653	)
Change in net assets		(12,377	)		8,298			(11,030	)
Net Assets:
Beginning of period		51,205			42,907			53,937
End of period	$	38,828		$	51,205		$	42,907

(continues on next page)

See notes to financial statements.

61

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Special Value Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	2,647		$	1,518		$	2,733
Distributions reinvested		4,022			831			818
Cost of shares redeemed		(4,347	)		(7,055	)		(7,356	)
Total Class A	$	2,322		$	(4,706	)	$	(3,805	)
Class C
Proceeds from shares issued	$	2		$	36		$	446
Distributions reinvested		178			36			29
Cost of shares redeemed		(9	)		(249	)		(870	)
Total Class C	$	171		$	(177	)	$	(395	)
Class I
Proceeds from shares issued	$	2		$	406		$	436
Distributions reinvested		503			101			98
Cost of shares redeemed		(470	)		(1,187	)		(601	)
Total Class I	$	35		$	(680	)	$	(67	)
Class R
Proceeds from shares issued	$	1,497		$	1,962		$	2,086
Distributions reinvested		2,661			530			613
Cost of shares redeemed		(3,118	)		(5,022	)		(10,132	)
Total Class R	$	1,040		$	(2,530	)	$	(7,433	)
Class Y
Proceeds from shares issued	$	43		$	82		$	105
Distributions reinvested		99			18			14
Cost of shares redeemed		(34	)		(101	)		(72	)
Total Class Y	$	108		$	(1	)	$	47
Change in net assets resulting from capital transactions	$	3,676		$	(8,094	)	$	(11,653	)

(continues on next page)

See notes to financial statements.

62

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Special Value Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Share Transactions:
Class A
Issued		85			48			111
Reinvested		125			29			31
Redeemed		(140	)		(222	)		(294	)
Total Class A		70			(145	)		(152	)
Class C
Issued		—	(a)		2			21
Reinvested		6			1			1
Redeemed		—	(a)		(10	)		(39	)
Total Class C		6			(7	)		(17	)
Class I
Issued		—	(a)		13			18
Reinvested		15			3			4
Redeemed		(13	)		(37	)		(24	)
Total Class I		2			(21	)		(2	)
Class R
Issued		52			65			95
Reinvested		88			20			25
Redeemed		(105	)		(167	)		(422	)
Total Class R		35			(82	)		(302	)
Class Y
Issued		1			2			4
Reinvested		3			1			1
Redeemed		(1	)		(3	)		(3	)
Total Class Y		3			—	(a)		2
Change in Shares		116			(255	)		(471	)

(a)  Rounds to less than 1 thousand.

See notes to financial statements.

63

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory THB US Small Opportunities Fund(a)
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	(74	)	$	(624	)	$	(393	)
Net realized gains (losses)		(669	)		12,921			(3,264	)
Net change in unrealized appreciation/depreciation		(20,891	)		17,176			1,848
Change in net assets resulting from operations		(21,634	)		29,473			(1,809	)
Distributions to Shareholders:
Class A		(183	)		—			(4	)
Class I		(7,893	)		—			(417	)
From return of capital:
Class A		(8	)		—			—
Class I		(361	)		—			—
Change in net assets resulting from distributions to shareholders		(8,445	)		—			(421	)
Change in net assets resulting from capital transactions		11,971			9,212			(21,101	)
Change in net assets		(18,108	)		38,685			(23,331	)
Net Assets:
Beginning of period		89,384			50,699			74,030
End of period	$	71,276		$	89,384		$	50,699

(a)  On May 3, 2021, the THB Asset Management Microcap Fund (the "Predecessor Fund") was reorganized into the Victory THB US Small Opportunities Fund (the "Victory THB Fund"). Investor Class and Institutional Class shares of the Predecessor Fund were exchanged on a tax-free basis for Class A and Class I shares, respectively, of the Victory THB Fund. Information presented prior to May 3, 2021, is that of the Predecessor Fund. See Note 1 in the Notes to Financial Statements.

(continues on next page)

See notes to financial statements.

64

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory THB US Small Opportunities Fund(a)
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	173		$	5,749		$	92
Distributions reinvested		190			—			4
Cost of shares redeemed		(1,035	)		(3,959	)		(241	)
Redemption fees		—			1			—
Total Class A	$	(672	)	$	1,791		$	(145	)
Class I
Proceeds from shares issued	$	15,585		$	15,429		$	6,642
Distributions reinvested		7,418			—			360
Cost of shares redeemed		(10,360	)		(8,010	)		(27,958	)
Redemption fees (b)		—			2			—
Total Class I	$	12,643		$	7,421		$	(20,956	)
Change in net assets resulting from capital transactions	$	11,971		$	9,212		$	(21,101	)
Share Transactions:
Class A
Issued		7			227			7
Reinvested		9			—			—	(c)
Redeemed		(44	)		(159	)		(18	)
Total Class A		(28	)		68			(10	)
Class I
Issued		781			639			465
Reinvested		342			—			22
Redeemed		(482	)		(319	)		(2,105	)
Total Class I		641			320			(1,618	)
Change in Shares		613			388			(1,628	)

(a)  On May 3, 2021, the THB Asset Management Microcap Fund (the "Predecessor Fund") was reorganized into the Victory THB US Small Opportunities Fund (the "Victory THB Fund"). Investor Class and Institutional Class shares of the Predecessor Fund were exchanged on a tax-free basis for Class A and Class I shares, respectively, of the Victory THB Fund. Information presented prior to May 3, 2021, is that of the Predecessor Fund. See Note 1 in the Notes to Financial Statements.

(b)  Redemptions Fees — see Note 2 in the Notes to Financial Statements.

(c)  Rounds to less than 1 thousand.

See notes to financial statements.

65

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory Strategic Allocation Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	619		$	823		$	347
Net realized gains (losses)		775			128			(96	)
Net change in unrealized appreciation/depreciation		(4,992	)		5,000			644
Change in net assets resulting from operations		(3,598	)		5,951			895
Distributions to Shareholders:
Class A		(350	)		(464	)		(582	)
Class C		(40	)		(54	)		(99	)
Class I		(218	)		(264	)		(239	)
Class R		(25	)		(34	)		(45	)
Change in net assets resulting from distributions to shareholders		(633	)		(816	)		(965	)
Change in net assets resulting from capital transactions		(567	)		(341	)		(901	)
Change in net assets		(4,798	)		4,794			(971	)
Net Assets:
Beginning of period		29,432			24,638			25,609
End of period	$	24,634		$	29,432		$	24,638

(continues on next page)

See notes to financial statements.

66

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory Strategic Allocation Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	969		$	1,793		$	2,364
Distributions reinvested		338			448			557
Cost of shares redeemed		(1,761	)		(3,213	)		(3,895	)
Total Class A	$	(454	)	$	(972	)	$	(974	)
Class C
Proceeds from shares issued	$	296		$	650		$	574
Distributions reinvested		40			53			98
Cost of shares redeemed		(522	)		(623	)		(1,845	)
Total Class C	$	(186	)	$	80		$	(1,173	)
Class I
Proceeds from shares issued	$	942		$	1,842		$	2,267
Distributions reinvested		215			261			233
Cost of shares redeemed		(1,062	)		(1,305	)		(1,204	)
Total Class I	$	95		$	798		$	1,296
Class R
Proceeds from shares issued	$	11		$	93		$	30
Distributions reinvested		25			34			45
Cost of shares redeemed		(58	)		(374	)		(125	)
Total Class R	$	(22	)	$	(247	)	$	(50	)
Change in net assets resulting from capital transactions	$	(567	)	$	(341	)	$	(901	)
Share Transactions:
Class A
Issued		51			95			146
Reinvested		17			23			34
Redeemed		(93	)		(168	)		(242	)
Total Class A		(25	)		(50	)		(62	)
Class C
Issued		16			35			36
Reinvested		2			3			6
Redeemed		(28	)		(34	)		(115	)
Total Class C		(10	)		4			(73	)
Class I
Issued		49			96			140
Reinvested		11			13			14
Redeemed		(55	)		(69	)		(78	)
Total Class I		5			40			76
Class R
Issued		1			5			2
Reinvested		1			2			3
Redeemed		(4	)		(20	)		(8	)
Total Class R		(2	)		(13	)		(3	)
Change in Shares		(32	)		(19	)		(62	)

See notes to financial statements.

67

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory INCORE Fund for Income
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	2,849		$	3,362		$	7,347
Net realized gains (losses)		(1,232	)		(1,300	)		877
Net change in unrealized appreciation/depreciation		(29,251	)		(8,573	)		12,254
Change in net assets resulting from operations		(27,634	)		(6,511	)		20,478
Distributions to Shareholders:
Class A		(3,754	)		(6,501	)		(6,067	)
Class C		(234	)		(542	)		(809	)
Class I		(11,344	)		(23,178	)		(25,543	)
Class R		(661	)		(1,747	)		(1,831	)
Class R6		(988	)		(1,851	)		(1,832	)
Class Y		(3,403	)		(7,361	)		(5,074	)
Member Class		(35	)		(33	)(a)		—
Change in net assets resulting from distributions to shareholders		(20,419	)		(41,213	)		(41,156	)
Change in net assets resulting from capital transactions		(131,802	)		(295,207	)		346,322
Change in net assets		(179,855	)		(342,931	)		325,644
Net Assets:
Beginning of period		698,969			1,041,900			716,256
End of period	$	519,114		$	698,969		$	1,041,900

(a)  Member Class activity is for the period November 3, 2020 (commencement of operations) to October 31, 2021.

(continues on next page)

See notes to financial statements.

68

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory INCORE Fund for Income
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	11,500		$	43,381		$	73,304
Distributions reinvested		3,347			5,738			5,164
Cost of shares redeemed		(35,105	)		(63,627	)		(60,933	)
Total Class A	$	(20,258	)	$	(14,508	)	$	17,535
Class C
Proceeds from shares issued	$	330		$	1,685		$	6,690
Distributions reinvested		222			505			690
Cost of shares redeemed		(2,959	)		(12,166	)		(8,697	)
Total Class C	$	(2,407	)	$	(9,976	)	$	(1,317	)
Class I
Proceeds from shares issued	$	51,698		$	163,315		$	410,936
Distributions reinvested		9,623			20,000			21,645
Cost of shares redeemed		(136,152	)		(362,435	)		(277,267	)
Total Class I	$	(74,831	)	$	(179,120	)	$	155,314
Class R
Proceeds from shares issued	$	883		$	4,576		$	18,508
Distributions reinvested		644			1,705			1,753
Cost of shares redeemed		(5,556	)		(24,238	)		(14,365	)
Total Class R	$	(4,029	)	$	(17,957	)	$	5,896
Class R6
Proceeds from shares issued	$	6,503		$	11,111		$	49,482
Distributions reinvested		976			1,831			1,818
Cost of shares redeemed		(7,714	)		(30,159	)		(17,319	)
Total Class R6	$	(235	)	$	(17,217	)	$	33,981
Class Y
Proceeds from shares issued	$	21,390		$	94,608		$	189,431
Distributions reinvested		3,399			7,353			3,546
Cost of shares redeemed		(55,272	)		(159,309	)		(58,064	)
Total Class Y	$	(30,483	)	$	(57,348	)	$	134,913
Member Class
Proceeds from shares issued	$	820		$	1,372	(a)	$	—
Distributions reinvested		35			33	(a)		—
Cost of shares redeemed		(414	)		(486	)(a)		—
Total Member Class	$	441		$	919		$	—
Change in net assets resulting from capital transactions	$	(131,802	)	$	(295,207	)	$	346,322

(a)  Member Class activity is for the period November 3, 2020 (commencement of operations) to October 31, 2021.

(continues on next page)

See notes to financial statements.

69

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory INCORE Fund for Income
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Share Transactions:
Class A
Issued		1,506			5,258			8,586
Reinvested		441			703			608
Redeemed		(4,621	)		(7,717	)		(7,145	)
Total Class A		(2,674	)		(1,756	)		2,049
Class C
Issued		43			206			789
Reinvested		30			62			82
Redeemed		(392	)		(1,486	)		(1,028	)
Total Class C		(319	)		(1,218	)		(157	)
Class I
Issued		6,775			19,802			48,019
Reinvested		1,268			2,447			2,546
Redeemed		(17,829	)		(43,989	)		(32,536	)
Total Class I		(9,786	)		(21,740	)		18,029
Class R
Issued		115			552			2,167
Reinvested		85			208			206
Redeemed		(723	)		(2,981	)		(1,682	)
Total Class R		(523	)		(2,221	)		691
Class R6
Issued		852			1,349			5,802
Reinvested		129			224			214
Redeemed		(1,014	)		(3,665	)		(2,027	)
Total Class R6		(33	)		(2,092	)		3,989
Class Y
Issued		2,806			11,518			22,159
Reinvested		448			900			418
Redeemed		(7,238	)		(19,398	)		(6,797	)
Total Class Y		(3,984	)		(6,980	)		15,780
Member Class
Issued		107			166	(a)		—
Reinvested		5			4	(a)		—
Redeemed		(53	)		(60	)(a)		—
Total Member Class		59			110			—
Change in Shares		(17,260	)		(35,897	)		40,381

(a)  Member Class activity is for the period November 3, 2020 (commencement of operations) to October 31, 2021.

See notes to financial statements.

70

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  

	Victory INCORE Investment Grade Convertible Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	5,416		$	5,579		$	5,803
Net realized gains (losses)		5,530			35,138			8,565
Net change in unrealized appreciation/depreciation		(61,562	)		21,029			1,342
Change in net assets resulting from operations		(50,616	)		61,746			15,710
Distributions to Shareholders:
Class A		(1,950	)		(820	)		(1,183	)
Class I		(37,138	)		(14,821	)		(15,554	)
Member Class		(57	)		(3	)(a)		—
Change in net assets resulting from distributions to shareholders		(39,145	)		(15,644	)		(16,737	)
Change in net assets resulting from capital transactions		110,476			85,682			14,191
Change in net assets		20,715			131,784			13,164
Net Assets:
Beginning of period		425,278			293,494			280,330
End of period	$	445,993		$	425,278		$	293,494

(a)  Member Class activity is for the period November 3, 2020 (commencement of operations) to October 31, 2021.

(continues on next page)

See notes to financial statements.

71

Victory Portfolios Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	Victory INCORE Investment Grade Convertible Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	3,129		$	8,473		$	26,469
Distributions reinvested		1,697			711			1,032
Cost of shares redeemed		(3,353	)		(6,798	)		(29,802	)
Total Class A	$	1,473		$	2,386		$	(2,301	)
Class I
Proceeds from shares issued	$	223,089		$	174,838		$	181,653
Distributions reinvested		35,733			14,661			15,054
Cost of shares redeemed		(150,529	)		(106,697	)		(180,215	)
Total Class I	$	108,293		$	82,802		$	16,492
Member Class
Proceeds from shares issued	$	910		$	657	(a)	$	—
Distributions reinvested		57			3	(a)		—
Cost of shares redeemed		(257	)		(166	)(a)		—
Total Member Class	$	710		$	494		$	—
Change in net assets resulting from capital transactions	$	110,476		$	85,682		$	14,191
Share Transactions:
Class A
Issued		175			441			1,717
Reinvested		92			39			62
Redeemed		(186	)		(353	)		(1,755	)
Total Class A		81			127			24
Class I
Issued		12,314			8,995			11,013
Reinvested		1,946			797			889
Redeemed		(8,292	)		(5,604	)		(10,994	)
Total Class I		5,968			4,188			908
Member Class
Issued		47			33	(a)		—
Reinvested		3			—	(a)(b)		—
Redeemed		(13	)		(8	)(a)		—
Total Member Class		37			25			—
Change in Shares		6,086			4,340			932

(a)  Member Class activity is for the period November 3, 2020 (commencement of operations) to October 31, 2021.

(b)  Rounds to less than 1 thousand.

See notes to financial statements.

72

This page is intentionally left blank.

73

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Diversified Stock Fund
Class A
Eight Months Ended June 30, 2022 (h)	$	24.89		0.05			(3.68	)		(3.63	)		(0.04	)		(3.36	)
Year Ended October 31:
2021	$	17.41		—	(f)		7.95			7.95			(0.01	)		(0.46	)
2020	$	17.65		0.05			0.90			0.95			(0.04	)		(1.15	)
2019	$	17.90		0.09			1.65			1.74			(0.08	)		(1.91	)
2018	$	22.03		0.06			0.17			0.23			(0.06	)		(4.30	)
2017	$	18.01		0.13			4.28			4.41			(0.17	)		(0.22	)
Class C
Eight Months Ended June 30, 2022 (h)	$	22.70		(0.08	)		(3.29	)		(3.37	)		—			(3.36	)
Year Ended October 31:
2021	$	16.05		(0.18	)		7.29			7.11			—			(0.46	)
2020	$	16.46		(0.10	)		0.84			0.74			—			(1.15	)
2019	$	16.90		(0.05	)		1.52			1.47			—			(1.91	)
2018	$	21.12		(0.10	)		0.18			0.08			—			(4.30	)
2017	$	17.30		(0.02	)		4.10			4.08			(0.04	)		(0.22	)
Class I
Eight Months Ended June 30, 2022 (h)	$	24.88		0.08			(3.67	)		(3.59	)		(0.08	)		(3.36	)
Year Ended October 31:
2021	$	17.37		0.05			7.94			7.99			(0.02	)		(0.46	)
2020	$	17.61		0.09			0.90			0.99			(0.08	)		(1.15	)
2019	$	17.87		0.13			1.65			1.78			(0.13	)		(1.91	)
2018	$	22.00		0.11			0.16			0.27			(0.10	)		(4.30	)
2017	$	17.98		0.19			4.27			4.46			(0.22	)		(0.22	)

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  Amount is less than 0.005%.

(h)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

74

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Diversified Stock Fund
Class A
Eight Months Ended June 30, 2022 (h)		(3.40	)	$	17.86		(17.22	)%		1.08	%		0.33	%		1.08	%	$	191,392		49	%
Year Ended October 31:
2021		(0.47	)	$	24.89		46.50	%		1.07	%		0.00	%(g)		1.07	%	$	246,063		61	%
2020		(1.19	)	$	17.41		5.47	%		1.09	%		0.29	%		1.09	%	$	184,217		95	%
2019		(1.99	)	$	17.65		12.27	%		1.08	%		0.55	%		1.08	%	$	204,945		132	%
2018		(4.36	)	$	17.90		(0.20	)%		1.05	%		0.32	%		1.05	%	$	264,297		112	%
2017		(0.39	)	$	22.03		24.85	%		1.05	%		0.66	%		1.05	%	$	311,255		133	%
Class C
Eight Months Ended June 30, 2022 (h)		(3.36	)	$	15.97		(17.72	)%		2.02	%		(0.62	)%		2.46	%	$	1,545		49	%
Year Ended October 31:
2021		(0.46	)	$	22.70		45.01	%		2.02	%		(0.93	)%		2.32	%	$	2,371		61	%
2020		(1.15	)	$	16.05		4.53	%		2.05	%		(0.64	)%		2.14	%	$	3,046		95	%
2019		(1.91	)	$	16.46		11.19	%		2.02	%		(0.35	)%		2.02	%	$	5,909		132	%
2018		(4.30	)	$	16.90		(1.02	)%		1.89	%		(0.53	)%		1.89	%	$	11,586		112	%
2017		(0.26	)	$	21.12		23.82	%		1.87	%		(0.12	)%		1.87	%	$	36,001		133	%
Class I
Eight Months Ended June 30, 2022 (h)		(3.44	)	$	17.85		(17.09	)%		0.83	%		0.57	%		0.85	%	$	21,933		49	%
Year Ended October 31:
2021		(0.48	)	$	24.88		46.79	%		0.83	%		0.24	%		0.85	%	$	27,856		61	%
2020		(1.23	)	$	17.37		5.81	%		0.84	%		0.56	%		0.86	%	$	21,071		95	%
2019		(2.04	)	$	17.61		12.52	%		0.84	%		0.81	%		0.84	%	$	31,619		132	%
2018		(4.40	)	$	17.87		0.05	%		0.79	%		0.58	%		0.79	%	$	46,122		112	%
2017		(0.44	)	$	22.00		25.21	%		0.80	%		0.99	%		0.80	%	$	74,466		133	%

(continues on next page)

See notes to financial statements.

75

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Diversified Stock Fund
Class R
Eight Months Ended June 30, 2022 (g)	$	24.25		0.01			(3.57	)		(3.56	)		(0.01	)		(3.36	)
Year Ended October 31:
2021	$	17.01		(0.06	)		7.76			7.70			—			(0.46	)
2020	$	17.29		—	(f)		0.88			0.88			(0.01	)		(1.15	)
2019	$	17.58		0.04			1.62			1.66			(0.04	)		(1.91	)
2018	$	21.71		0.01			0.16			0.17			—	(f)		(4.30	)
2017	$	17.75		0.07			4.23			4.30			(0.12	)		(0.22	)
Class R6
Eight Months Ended June 30, 2022 (g)	$	24.91		0.09			(3.69	)		(3.60	)		(0.08	)		(3.36	)
Year Ended October 31:
2021	$	17.38		0.06			7.95			8.01			(0.02	)		(0.46	)
2020	$	17.62		0.08			0.92			1.00			(0.09	)		(1.15	)
2019	$	17.88		0.14			1.64			1.78			(0.13	)		(1.91	)
2018	$	22.00		0.11			0.17			0.28			(0.10	)		(4.30	)
2017	$	17.98		0.18			4.29			4.47			(0.23	)		(0.22	)
Class Y
Eight Months Ended June 30, 2022 (g)	$	24.93		0.08			(3.69	)		(3.61	)		(0.07	)		(3.36	)
Year Ended October 31:
2021	$	17.41		0.05			7.95			8.00			(0.02	)		(0.46	)
2020	$	17.65		0.09			0.90			0.99			(0.08	)		(1.15	)
2019	$	17.90		0.12			1.66			1.78			(0.12	)		(1.91	)
2018	$	22.02		0.11			0.16			0.27			(0.09	)		(4.30	)
2017	$	18.00		0.17			4.28			4.45			(0.21	)		(0.22	)

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

76

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Diversified Stock Fund
Class R
Eight Months Ended June 30, 2022 (g)		(3.37	)	$	17.32		(17.38	)%		1.36	%		0.05	%		1.36	%	$	36,360		49	%
Year Ended October 31:
2021		(0.46	)	$	24.25		46.02	%		1.35	%		(0.28	)%		1.35	%	$	48,980		61	%
2020		(1.16	)	$	17.01		5.25	%		1.37	%		0.01	%		1.37	%	$	39,432		95	%
2019		(1.95	)	$	17.29		11.90	%		1.37	%		0.26	%		1.37	%	$	47,981		132	%
2018		(4.30	)	$	17.58		(0.47	)%		1.34	%		0.03	%		1.34	%	$	54,776		112	%
2017		(0.34	)	$	21.71		24.56	%		1.33	%		0.38	%		1.33	%	$	66,310		133	%
Class R6
Eight Months Ended June 30, 2022 (g)		(3.44	)	$	17.87		(17.08	)%		0.78	%		0.63	%		1.36	%	$	863		49	%
Year Ended October 31:
2021		(0.48	)	$	24.91		46.89	%		0.78	%		0.29	%		1.10	%	$	4,040		61	%
2020		(1.24	)	$	17.38		5.86	%		0.78	%		0.49	%		1.34	%	$	3,103		95	%
2019		(2.04	)	$	17.62		12.58	%		0.78	%		0.83	%		1.24	%	$	2,313		132	%
2018		(4.40	)	$	17.88		0.10	%		0.78	%		0.58	%		1.21	%	$	2,189		112	%
2017		(0.45	)	$	22.00		25.24	%		0.78	%		0.94	%		1.29	%	$	2,427		133	%
Class Y
Eight Months Ended June 30, 2022 (g)		(3.43	)	$	17.89		(17.07	)%		0.86	%		0.55	%		0.96	%	$	4,102		49	%
Year Ended October 31:
2021		(0.48	)	$	24.93		46.75	%		0.86	%		0.21	%		0.96	%	$	5,029		61	%
2020		(1.23	)	$	17.41		5.72	%		0.86	%		0.52	%		1.31	%	$	3,737		95	%
2019		(2.03	)	$	17.65		12.53	%		0.86	%		0.76	%		1.33	%	$	4,249		132	%
2018		(4.39	)	$	17.90		0.01	%		0.86	%		0.54	%		1.13	%	$	4,373		112	%
2017		(0.43	)	$	22.02		25.11	%		0.86	%		0.88	%		0.94	%	$	8,843		133	%

See notes to financial statements.

77

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Total Distributions
Victory NewBridge Large Cap Growth Fund
Class A
Eight Months Ended June 30, 2022 (h)	$	7.41		(0.03	)		(2.24	)		(2.27	)		(1.85	)		(1.85	)
Year Ended October 31:
2021	$	6.31		(0.08	)		1.94			1.86			(0.76	)		(0.76	)
2020	$	5.52		(0.06	)		1.91			1.85			(1.06	)		(1.06	)
2019	$	7.94		(0.05	)		0.05			—	(f)		(2.42	)		(2.42	)
2018	$	10.23		(0.09	)		0.85			0.76			(3.05	)		(3.05	)
2017	$	12.79		(0.09	)		1.82			1.73			(4.29	)		(4.29	)
Class C
Eight Months Ended June 30, 2022 (g) (h)	$	8.43		(0.04	)		(2.66	)		(2.70	)		(1.85	)		(1.85	)
Year Ended October 31:
2021 (g)	$	9.87		(0.15	)		2.51			2.36			(3.80	)		(3.80	)
2020 (g)	$	12.15		(0.15	)		3.17			3.02			(5.30	)		(5.30	)
2019 (g)	$	25.00		(0.30	)		(0.45	)		(0.75	)		(12.10	)		(12.10	)
2018 (g)	$	37.93		(0.50	)		2.82			2.32			(15.25	)		(15.25	)
2017 (g)	$	53.25		(0.60	)		6.73			6.13			(21.45	)		(21.45	)
Class I
Eight Months Ended June 30, 2022 (h)	$	8.60		(0.03	)		(2.70	)		(2.73	)		(1.85	)		(1.85	)
Year Ended October 31:
2021	$	7.18		(0.06	)		2.24			2.18			(0.76	)		(0.76	)
2020	$	6.13		(0.04	)		2.15			2.11			(1.06	)		(1.06	)
2019	$	8.49		(0.04	)		0.10			0.06			(2.42	)		(2.42	)
2018	$	10.71		(0.06	)		0.89			0.83			(3.05	)		(3.05	)
2017	$	13.13		(0.05	)		1.92			1.87			(4.29	)		(4.29	)
Class Y
Eight Months Ended June 30, 2022 (h)	$	8.08		(0.03	)		(2.50	)		(2.53	)		(1.85	)		(1.85	)
Year Ended October 31:
2021	$	6.79		(0.06	)		2.11			2.05			(0.76	)		(0.76	)
2020	$	5.86		(0.04	)		2.03			1.99			(1.06	)		(1.06	)
2019	$	8.24		(0.04	)		0.08			0.04			(2.42	)		(2.42	)
2018	$	10.48		(0.06	)		0.87			0.81			(3.05	)		(3.05	)
2017	$	12.96		(0.06	)		1.87			1.81			(4.29	)		(4.29	)

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  As described in Note 10 in the Notes to Financial Statements, per share amounts adjusted for a 1:5 reverse stock split.

See notes to financial statements.

78

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory NewBridge Large Cap Growth Fund
Class A
Eight Months Ended June 30, 2022 (h)	$	3.29		(39.44	)%		1.36	%		(1.09	)%		1.84	%	$	4,524		28	%
Year Ended October 31:
2021	$	7.41		31.73	%		1.36	%		(1.20	)%		1.56	%	$	8,749		39	%
2020	$	6.31		39.61	%		1.36	%		(1.08	)%		1.52	%	$	7,757		39	%
2019	$	5.52		4.56	%		1.36	%		(0.97	)%		1.60	%	$	5,732		62	%
2018	$	7.94		9.41	%		1.36	%		(1.05	)%		1.47	%	$	5,546		41	%
2017	$	10.23		20.84	%		1.40	%		(0.94	)%		1.40	%	$	7,639		60	%
Class C
Eight Months Ended June 30, 2022 (g) (h)	$	3.88		(39.97	)%		2.10	%		(1.84	)%		4.75	%	$	354		28	%
Year Ended October 31:
2021 (g)	$	8.43		31.44	%		2.10	%		(1.93	)%		3.58	%	$	695		39	%
2020 (g)	$	9.87		37.97	%		2.10	%		(1.79	)%		2.67	%	$	1,190		39	%
2019 (g)	$	12.15		3.92	%		2.10	%		(1.71	)%		2.70	%	$	1,768		62	%
2018 (g)	$	25.00		8.47	%		2.10	%		(1.78	)%		2.40	%	$	3,042		41	%
2017 (g)	$	37.93		20.06	%		2.10	%		(1.64	)%		2.27	%	$	4,201		60	%
Class I
Eight Months Ended June 30, 2022 (h)	$	4.02		(39.31	)%		0.95	%		(0.68	)%		1.60	%	$	3,142		28	%
Year Ended October 31:
2021	$	8.60		32.38	%		0.95	%		(0.79	)%		1.34	%	$	7,085		39	%
2020	$	7.18		39.95	%		0.95	%		(0.66	)%		1.31	%	$	6,171		39	%
2019	$	6.13		5.11	%		0.95	%		(0.56	)%		1.26	%	$	6,043		62	%
2018	$	8.49		9.74	%		0.95	%		(0.63	)%		1.09	%	$	10,633		41	%
2017	$	10.71		21.52	%		0.95	%		(0.47	)%		1.01	%	$	16,103		60	%
Class Y
Eight Months Ended June 30, 2022 (h)	$	3.70		(39.37	)%		1.02	%		(0.76	)%		1.93	%	$	555		28	%
Year Ended October 31:
2021	$	8.08		32.32	%		1.02	%		(0.86	)%		1.49	%	$	1,313		39	%
2020	$	6.79		39.72	%		1.02	%		(0.73	)%		1.78	%	$	1,744		39	%
2019	$	5.86		5.06	%		1.02	%		(0.63	)%		1.69	%	$	2,498		62	%
2018	$	8.24		9.75	%		1.02	%		(0.72	)%		1.48	%	$	3,411		41	%
2017	$	10.48		21.30	%		1.02	%		(0.55	)%		1.42	%	$	2,128		60	%

(h)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

79

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Special Value Fund
Class A
Eight Months Ended June 30, 2022 (h)	$	37.00		0.03			(5.24	)		(5.21	)		—			(5.72	)
Year Ended October 31:
2021	$	26.23		(0.05	)		11.82			11.77			—	(f)		(1.00	)
2020	$	25.78		0.04			1.29			1.33			(0.09	)		(0.79	)
2019	$	26.10		0.10			2.26			2.36			(0.03	)		(2.65	)
2018	$	26.31		0.05			(0.15	)		(0.10	)		(0.11	)		—
2017	$	21.48		0.13			4.95			5.08			(0.25	)		—
Class C
Eight Months Ended June 30, 2022 (h)	$	31.59		(0.12	)		(4.29	)		(4.41	)		—			(5.72	)
Year Ended October 31:
2021	$	22.72		(0.28	)		10.15			9.87			—			(1.00	)
2020	$	22.54		(0.16	)		1.13			0.97			—			(0.79	)
2019	$	23.34		(0.09	)		1.94			1.85			—			(2.65	)
2018	$	23.66		(0.18	)		(0.14	)		(0.32	)		—			—
2017	$	19.34		(0.08	)		4.45			4.37			(0.05	)		—
Class I
Eight Months Ended June 30, 2022 (h)	$	37.54		0.08			(5.35	)		(5.27	)		—			(5.72	)
Year Ended October 31:
2021	$	26.59		0.01			11.99			12.00			(0.05	)		(1.00	)
2020	$	26.13		0.08			1.31			1.39			(0.14	)		(0.79	)
2019	$	26.39		0.14			2.30			2.44			(0.05	)		(2.65	)
2018	$	26.62		0.09			(0.15	)		(0.06	)		(0.17	)		—
2017	$	21.76		0.13			5.01			5.14			(0.28	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  During the year, additional fees were voluntarily waived or reimbursed. Had these fees not been waived or reimbursed, the net expense ratio for each class would have been 0.10% higher.

(h)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

80

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Special Value Fund
Class A
Eight Months Ended June 30, 2022 (h)		(5.72	)	$	26.07		(17.03	)%		1.27	%(g)		0.13	%		1.37	%	$	22,188		53	%
Year Ended October 31:
2021		(1.00	)	$	37.00		46.06	%		1.23	%(g)		(0.16	)%		1.33	%	$	28,945		70	%
2020		(0.88	)	$	26.23		5.15	%		1.23	%(g)		0.14	%		1.33	%	$	24,302		102	%
2019		(2.68	)	$	25.78		11.32	%		1.21	%		0.41	%		1.31	%	$	27,818		126	%
2018		(0.11	)	$	26.10		(0.42	)%		1.17	%		0.19	%		1.27	%	$	32,565		113	%
2017		(0.25	)	$	26.31		23.84	%		1.17	%		0.53	%		1.27	%	$	35,223		135	%
Class C
Eight Months Ended June 30, 2022 (h)		(5.72	)	$	21.46		(17.50	)%		2.10	%(g)		(0.70	)%		3.23	%	$	802		53	%
Year Ended October 31:
2021		(1.00	)	$	31.59		44.81	%		2.10	%(g)		(1.02	)%		3.53	%	$	978		70	%
2020		(0.79	)	$	22.72		4.26	%		2.10	%(g)		(0.72	)%		2.99	%	$	863		102	%
2019		(2.65	)	$	22.54		10.34	%		2.10	%		(0.44	)%		2.79	%	$	1,241		126	%
2018		—		$	23.34		(1.35	)%		2.10	%		(0.75	)%		2.27	%	$	2,145		113	%
2017		(0.05	)	$	23.66		22.65	%		2.10	%		(0.38	)%		2.21	%	$	7,296		135	%
Class I
Eight Months Ended June 30, 2022 (h)		(5.72	)	$	26.55		(16.93	)%		1.05	%(g)		0.35	%		1.37	%	$	2,769		53	%
Year Ended October 31:
2021		(1.05	)	$	37.54		46.29	%		1.05	%(g)		0.02	%		1.33	%	$	3,861		70	%
2020		(0.93	)	$	26.59		5.35	%		1.05	%(g)		0.32	%		1.31	%	$	3,283		102	%
2019		(2.70	)	$	26.13		11.52	%		1.05	%		0.58	%		1.34	%	$	3,274		126	%
2018		(0.17	)	$	26.39		(0.28	)%		1.02	%		0.31	%		1.16	%	$	3,678		113	%
2017		(0.28	)	$	26.62		23.86	%		1.15	%		0.56	%		1.25	%	$	3,703		135	%

(continues on next page)

See notes to financial statements.

81

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Special Value Fund
Class R
Eight Months Ended June 30, 2022 (h)	$	34.99		(0.04	)		(4.89	)		(4.93	)		—			(5.72	)
Year Ended October 31:
2021	$	24.93		(0.14	)		11.20			11.06			—			(1.00	)
2020	$	24.55		(0.04	)		1.23			1.19			(0.02	)		(0.79	)
2019	$	25.02		0.03			2.15			2.18			—			(2.65	)
2018	$	25.24		(0.03	)		(0.15	)		(0.18	)		(0.04	)		—
2017	$	20.63		0.05			4.75			4.80			(0.19	)		—
Class Y
Eight Months Ended June 30, 2022 (h)	$	37.31		0.09			(5.31	)		(5.22	)		—			(5.72	)
Year Ended October 31:
2021	$	26.44		0.02			11.92			11.94			(0.07	)		(1.00	)
2020	$	25.98		0.09			1.32			1.41			(0.16	)		(0.79	)
2019	$	26.25		0.15			2.28			2.43			(0.05	)		(2.65	)
2018	$	26.47		0.12			(0.17	)		(0.05	)		(0.17	)		—
2017	$	21.62		0.18			4.98			5.16			(0.31	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

(g)  During the year, additional fees were voluntarily waived or reimbursed. Had these fees not been waived or reimbursed, the net expense ratio for each class would have been 0.10% higher.

(h)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

82

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Special Value Fund
Class R
Eight Months Ended June 30, 2022 (h)		(5.72	)	$	24.34		(17.24	)%		1.60	%(g)		(0.19	)%		1.70	%	$	12,401		53	%
Year Ended October 31:
2021		(1.00	)	$	34.99		45.59	%		1.54	%(g)		(0.47	)%		1.64	%	$	16,605		70	%
2020		(0.81	)	$	24.93		4.82	%		1.54	%(g)		(0.16	)%		1.64	%	$	13,875		102	%
2019		(2.65	)	$	24.55		11.03	%		1.50	%		0.13	%		1.60	%	$	21,084		126	%
2018		(0.04	)	$	25.02		(0.71	)%		1.46	%		(0.10	)%		1.56	%	$	26,532		113	%
2017		(0.19	)	$	25.24		23.43	%		1.47	%		0.24	%		1.57	%	$	36,688		135	%
Class Y
Eight Months Ended June 30, 2022 (h)		(5.72	)	$	26.37		(16.90	)%		1.00	%(g)		0.41	%		1.61	%	$	668		53	%
Year Ended October 31:
2021		(1.07	)	$	37.31		46.39	%		1.00	%(g)		0.07	%		1.77	%	$	816		70	%
2020		(0.95	)	$	26.44		5.40	%		1.00	%(g)		0.36	%		3.68	%	$	584		102	%
2019		(2.70	)	$	25.98		11.57	%		1.00	%		0.60	%		4.50	%	$	520		126	%
2018		(0.17	)	$	26.25		(0.21	)%		0.97	%		0.42	%		2.82	%	$	436		113	%
2017		(0.31	)	$	26.47		24.12	%		0.93	%		0.77	%		2.07	%	$	1,219		135	%

See notes to financial statements.

83

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Realized Gains from Investments			Return of Capital			Total Distributions
Victory THB US Small Opportunities Fund (f)
Class A
Eight Months Ended June 30, 2022 (i)	$	24.30		(0.08	)		(5.46	)		(5.54	)		(2.30	)		(0.10	)		(2.40	)
Year Ended October 31:
2021	$	15.55		(0.20	)		8.95			8.75			—			—			—
2020	$	15.00		(0.17	)		0.81	(g)		0.64			(0.09	)		—			(0.09	)
2019	$	16.08		(0.14	)		(0.44	)		(0.58	)		(0.50	)		—			(0.50	)
2018	$	18.14		(0.15	)		0.24			0.09			(2.15	)		—			(2.15	)
2017	$	13.49		(0.16	)		4.81			4.65			—			—			—
Class I
Eight Months Ended June 30, 2022 (i)	$	25.42		(0.02	)		(5.74	)		(5.76	)		(2.30	)		(0.10	)		(2.40	)
Year Ended October 31:
2021	$	16.20		(0.18	)		9.40			9.22			—			—			—
2020	$	15.56		(0.10	)		0.83	(g)		0.73			(0.09	)		—			(0.09	)
2019	$	16.58		(0.08	)		(0.44	)		(0.52	)		(0.50	)		—			(0.50	)
2018	$	18.59		(0.10	)		0.24			0.14			(2.15	)		—			(2.15	)
2017	$	13.75		(0.08	)		4.92			4.84			—			—			—

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  On May 3, 2021, the THB Asset Management Microcap Fund (the "Predecessor Fund") was reorganized into the Victory THB US Small Opportunities Fund (the "Victory THB Fund"). Investor Class and Institutional Class shares of the Predecessor Fund were exchanged on a tax-free basis for Class A and Class I shares, respectively, of the Victory THB Fund. Information presented prior to May 3, 2021, is that of the Predecessor Fund. See Note 1 in the Notes to Financial Statements.

(g)  The amount shown for a share outstanding throughout the period does not accord with the change in net assets resulting from operations during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(h)  Amount is less than 0.005%.

(i)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

84

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Redemption Fees			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory THB US Small Opportunities Fund (f)
Class A
Eight Months Ended June 30, 2022 (i)		—		$	16.36		(24.83	)%		1.70	%		(0.59	)%		2.85	%	$	1,185		43	%
Year Ended October 31:
2021		—		$	24.30		56.27	%		1.70	%		(1.20	)%		2.45	%	$	2,437		50	%
2020		—		$	15.55		4.25	%		1.70	%		(1.17	)%		2.45	%	$	493		62	%
2019		—		$	15.00		(3.34	)%		1.70	%		(0.92	)%		2.20	%	$	627		31	%
2018		—		$	16.08		0.45	%		1.55	%		(0.86	)%		2.00	%	$	1,041		35	%
2017		—		$	18.14		34.47	%		1.75	%		(0.97	)%		2.29	%	$	679		58	%
Class I
Eight Months Ended June 30, 2022 (i)		—		$	17.26		(24.61	)%		1.25	%		(0.13	)%		1.44	%	$	70,091		43	%
Year Ended October 31:
2021		—	(h)	$	25.42		56.98	%		1.25	%		(0.73	)%		1.67	%	$	86,947		50	%
2020		—		$	16.20		4.68	%		1.25	%		(0.70	)%		1.98	%	$	50,206		62	%
2019		—		$	15.56		(2.86	)%		1.25	%		(0.48	)%		1.75	%	$	73,403		31	%
2018		—		$	16.58		0.73	%		1.25	%		(0.55	)%		1.70	%	$	89,159		35	%
2017		—		$	18.59		35.20	%		1.25	%		(0.48	)%		1.78	%	$	81,076		58	%

See notes to financial statements.

85

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Strategic Allocation Fund
Class A
Eight Months Ended June 30, 2022 (g)	$	19.94		0.42		(2.88	)		(2.46	)		(0.43	)		—
Year Ended October 31:
2021	$	16.48		0.56		3.46			4.02			(0.56	)		—
2020	$	16.47		0.23		0.41			0.64			(0.23	)		(0.40	)
2019	$	15.44		0.43		1.12			1.55			(0.39	)		(0.13	)
2018	$	16.41		0.29		(0.68	)		(0.39	)		(0.39	)		(0.19	)
2017	$	14.80		0.50		1.51			2.01			(0.40	)		—
Class C
Eight Months Ended June 30, 2022 (g)	$	19.56		0.32		(2.82	)		(2.50	)		(0.33	)		—
Year Ended October 31:
2021	$	16.19		0.40		3.40			3.80			(0.43	)		—
2020	$	16.18		0.13		0.39			0.52			(0.11	)		(0.40	)
2019	$	15.19		0.30		1.10			1.40			(0.28	)		(0.13	)
2018	$	16.19		0.21		(0.71	)		(0.50	)		(0.31	)		(0.19	)
2017	$	14.65		0.43		1.44			1.87			(0.33	)		—
Class I
Eight Months Ended June 30, 2022 (g)	$	20.06		0.45		(2.89	)		(2.44	)		(0.47	)		—
Year Ended October 31:
2021	$	16.57		0.61		3.48			4.09			(0.60	)		—
2020	$	16.56		0.27		0.41			0.68			(0.27	)		(0.40	)
2019	$	15.52		0.46		1.13			1.59			(0.42	)		(0.13	)
2018	$	16.48		0.35		(0.70	)		(0.35	)		(0.42	)		(0.19	)
2017	$	14.86		0.55		1.50			2.05			(0.43	)		—
Class R
Eight Months Ended June 30, 2022 (g)	$	19.89		0.39		(2.87	)		(2.48	)		(0.40	)		—
Year Ended October 31:
2021	$	16.44		0.51		3.45			3.96			(0.51	)		—
2020	$	16.43		0.19		0.42			0.61			(0.20	)		(0.40	)
2019	$	15.41		0.36		1.14			1.50			(0.35	)		(0.13	)
2018	$	16.38		0.27		(0.70	)		(0.43	)		(0.35	)		(0.19	)
2017	$	14.79		0.46		1.49			1.95			(0.36	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The amount includes a change in accounting estimate. Without this change in accounting estimate, the gross expense ratio would have been 0.67%, 1.54%, 0.42% and 1.43% for Class A, C, I and R, respectively.

See notes to financial statements.

86

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Strategic Allocation Fund
Class A
Eight Months Ended June 30, 2022 (g)		(0.43	)	$	17.05		(12.57	)%		0.40	%		3.34	%		0.82	%	$	13,575		9	%
Year Ended October 31:
2021		(0.56	)	$	19.94		24.51	%		0.40	%		2.92	%		0.80	%	$	16,378		22	%
2020		(0.63	)	$	16.48		3.99	%		0.40	%		1.45	%		0.81	%	$	14,364		13	%
2019		(0.52	)	$	16.47		10.37	%		0.40	%		2.69	%		0.77	%	$	15,365		5	%
2018		(0.58	)	$	15.44		(2.56	)%		0.40	%		1.77	%		0.28	%(f)	$	18,747		40	%
2017		(0.40	)	$	16.41		13.72	%		0.30	%		3.19	%		0.79	%	$	14,820		51	%
Class C
Eight Months Ended June 30, 2022 (g)		(0.33	)	$	16.73		(13.01	)%		1.15	%		2.59	%		2.02	%	$	1,978		9	%
Year Ended October 31:
2021		(0.43	)	$	19.56		23.57	%		1.15	%		2.10	%		2.02	%	$	2,507		22	%
2020		(0.51	)	$	16.19		3.23	%		1.15	%		0.82	%		1.90	%	$	2,009		13	%
2019		(0.41	)	$	16.18		9.53	%		1.15	%		1.94	%		1.72	%	$	3,193		5	%
2018		(0.50	)	$	15.19		(3.26	)%		1.15	%		1.30	%		1.08	%(f)	$	4,445		40	%
2017		(0.33	)	$	16.19		12.88	%		1.03	%		2.78	%		1.58	%	$	8,814		51	%
Class I
Eight Months Ended June 30, 2022 (g)		(0.47	)	$	17.15		(12.43	)%		0.15	%		3.59	%		0.63	%	$	8,020		9	%
Year Ended October 31:
2021		(0.60	)	$	20.06		24.86	%		0.15	%		3.13	%		0.56	%	$	9,283		22	%
2020		(0.67	)	$	16.57		4.22	%		0.15	%		1.66	%		0.59	%	$	7,006		13	%
2019		(0.55	)	$	16.56		10.63	%		0.15	%		2.90	%		0.59	%	$	5,743		5	%
2018		(0.61	)	$	15.52		(2.29	)%		0.15	%		2.11	%		0.01	%(f)	$	8,811		40	%
2017		(0.43	)	$	16.48		13.95	%		0.10	%		3.48	%		0.61	%	$	9,153		51	%
Class R
Eight Months Ended June 30, 2022 (g)		(0.40	)	$	17.01		(12.72	)%		0.65	%		3.10	%		1.95	%	$	1,061		9	%
Year Ended October 31:
2021		(0.51	)	$	19.89		24.20	%		0.65	%		2.69	%		1.82	%	$	1,264		22	%
2020		(0.60	)	$	16.44		3.74	%		0.65	%		1.18	%		1.76	%	$	1,259		13	%
2019		(0.48	)	$	16.43		10.08	%		0.65	%		2.30	%		1.87	%	$	1,308		5	%
2018		(0.54	)	$	15.41		(2.77	)%		0.65	%		1.63	%		1.01	%(f)	$	1,529		40	%
2017		(0.36	)	$	16.38		13.36	%		0.56	%		2.96	%		1.80	%	$	1,892		51	%

(g)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

87

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Fund for Income
Class A
Eight Months Ended June 30, 2022 (h)	$	7.92		0.03			(0.38	)		(0.35	)		(0.25	)		(0.25	)
Year Ended October 31:
2021	$	8.40		0.02			(0.11	)		(0.09	)		(0.39	)		(0.39	)
2020	$	8.56		0.06			0.17			0.23			(0.39	)		(0.39	)
2019	$	8.56		0.18			0.28			0.46			(0.46	)		(0.46	)
2018	$	9.09		0.15	(f)		(0.23	)(f)		(0.08	)		(0.45	)		(0.45	)
2017	$	9.63		0.10			(0.15	)		(0.05	)		(0.49	)		(0.49	)
Class C
Eight Months Ended June 30, 2022 (h)	$	7.84		(0.01	)		(0.39	)		(0.40	)		(0.21	)		(0.21	)
Year Ended October 31:
2021	$	8.31		(0.05	)		(0.10	)		(0.15	)		(0.32	)		(0.32	)
2020	$	8.48		—	(g)		0.16			0.16			(0.33	)		(0.33	)
2019	$	8.48		0.13			0.26			0.39			(0.39	)		(0.39	)
2018	$	9.01		0.08	(f)		(0.23	)(f)		(0.15	)		(0.38	)		(0.38	)
2017	$	9.56		0.03			(0.16	)		(0.13	)		(0.42	)		(0.42	)
Class I
Eight Months Ended June 30, 2022 (h)	$	7.92		0.04			(0.39	)		(0.35	)		(0.26	)		(0.26	)
Year Ended October 31:
2021	$	8.39		0.04			(0.10	)		(0.06	)		(0.41	)		(0.41	)
2020	$	8.55		0.08			0.17			0.25			(0.41	)		(0.41	)
2019	$	8.55		0.16			0.32			0.48			(0.48	)		(0.48	)
2018	$	9.08		0.15	(f)		(0.21	)(f)		(0.06	)		(0.47	)		(0.47	)
2017	$	9.63		0.13			(0.16	)		(0.03	)		(0.52	)		(0.52	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund restated certain elements of its 2018 financial statements resulting from the identification of a GAAP reclassification error for the Fund's paydown gain (loss) transactions. However, this reclassification had no impact on the Fund's net assets, NAV, performance, or taxable distributions paid and reported to shareholders for the fiscal and tax years ended 2018.

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

(h)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

88

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Fund for Income
Class A
Eight Months Ended June 30, 2022 (h)	$	7.32		(4.48	)%		0.91	%		0.53	%		0.95	%	$	99,353		20	%
Year Ended October 31:
2021	$	7.92		(1.14	)%		0.91	%		0.25	%		0.92	%	$	128,802		27	%
2020	$	8.40		2.75	%		0.91	%		0.75	%		0.92	%	$	151,236		55	%
2019	$	8.56		5.50	%		0.92	%		2.12	%		0.94	%	$	136,570		29	%
2018	$	8.56		(0.91	)%		0.92	%		1.64	%(f)		0.93	%	$	153,574		27	%
2017	$	9.09		(0.51	)%		0.88	%		1.08	%		0.88	%	$	224,822		30	%
Class C
Eight Months Ended June 30, 2022 (h)	$	7.23		(5.15	)%		1.71	%		(0.27	)%		1.84	%	$	6,978		20	%
Year Ended October 31:
2021	$	7.84		(1.81	)%		1.71	%		(0.62	)%		1.79	%	$	10,066		27	%
2020	$	8.31		1.85	%		1.71	%		(0.01	)%		1.74	%	$	20,801		55	%
2019	$	8.48		4.72	%		1.72	%		1.53	%		1.73	%	$	22,541		29	%
2018	$	8.48		(1.69	)%		1.70	%		0.94	%(f)		1.71	%	$	31,976		27	%
2017	$	9.01		(1.41	)%		1.67	%		0.29	%		1.67	%	$	50,316		30	%
Class I
Eight Months Ended June 30, 2022 (h)	$	7.31		(4.45	)%		0.64	%		0.80	%		0.68	%	$	284,230		20	%
Year Ended October 31:
2021	$	7.92		(0.77	)%		0.64	%		0.48	%		0.67	%	$	385,332		27	%
2020	$	8.39		3.01	%		0.64	%		0.95	%		0.66	%	$	590,749		55	%
2019	$	8.55		5.79	%		0.64	%		1.84	%		0.65	%	$	447,735		29	%
2018	$	8.55		(0.64	)%		0.63	%		1.69	%(f)		0.63	%	$	331,338		27	%
2017	$	9.08		(0.34	)%		0.61	%		1.34	%		0.61	%	$	520,056		30	%

(continues on next page)

See notes to financial statements.

89

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Victory INCORE Fund for Income
Class R
Eight Months Ended June 30, 2022 (i)	$	7.93		0.03			(0.38	)		(0.35	)		(0.25	)		(0.25	)
Year Ended October 31:
2021	$	8.40		0.02			(0.10	)		(0.08	)		(0.39	)		(0.39	)
2020	$	8.56		0.06			0.17			0.23			(0.39	)		(0.39	)
2019	$	8.57		0.18			0.27			0.45			(0.46	)		(0.46	)
2018	$	9.09		0.15	(f)		(0.22	)(f)		(0.07	)		(0.45	)		(0.45	)
2017	$	9.64		0.10			(0.16	)		(0.06	)		(0.49	)		(0.49	)
Class R6
Eight Months Ended June 30, 2022 (i)	$	7.91		0.04			(0.39	)		(0.35	)		(0.26	)		(0.26	)
Year Ended October 31:
2021	$	8.38		0.04			(0.10	)		(0.06	)		(0.41	)		(0.41	)
2020	$	8.54		0.08			0.18			0.26			(0.42	)		(0.42	)
2019	$	8.55		0.17			0.30			0.47			(0.48	)		(0.48	)
2018	$	9.07		0.13	(f)		(0.18	)(f)		(0.05	)		(0.47	)		(0.47	)
2017	$	9.62		0.12			(0.16	)		(0.04	)		(0.51	)		(0.51	)
Class Y
Eight Months Ended June 30, 2022 (i)	$	7.92		0.04			(0.39	)		(0.35	)		(0.26	)		(0.26	)
Year Ended October 31:
2021	$	8.40		0.03			(0.11	)		(0.08	)		(0.40	)		(0.40	)
2020	$	8.56		0.06			0.19			0.25			(0.41	)		(0.41	)
2019	$	8.56		0.13			0.35			0.48			(0.48	)		(0.48	)
2018	$	9.08		0.19	(f)		(0.25	)(f)		(0.06	)		(0.46	)		(0.46	)
2017	$	9.64		0.10			(0.15	)		(0.05	)		(0.51	)		(0.51	)
Member Class
Eight Months Ended June 30, 2022 (i)	$	7.95		0.04			(0.39	)		(0.35	)		(0.26	)		(0.26	)
November 3, 2020 (h) through October 31, 2021	$	8.41		0.04			(0.13	)		(0.09	)		(0.37	)		(0.37	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund restated certain elements of its 2018 financial statements resulting from the identification of a GAAP reclassification error for the Fund's paydown gain (loss) transactions. However, this reclassification had no impact on the Fund's net assets, NAV, performance, or taxable distributions paid and reported to shareholders for the fiscal and tax years ended 2018.

(h)  Commencement of operations.

See notes to financial statements.

90

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Fund for Income
Class R
Eight Months Ended June 30, 2022 (i)	$	7.33		(4.48	)%		0.91	%		0.54	%		0.98	%	$	17,973		20	%
Year Ended October 31:
2021	$	7.93		(1.03	)%		0.91	%		0.23	%		0.93	%	$	23,613		27	%
2020	$	8.40		2.74	%		0.91	%		0.76	%		0.92	%	$	43,684		55	%
2019	$	8.56		5.37	%		0.92	%		2.04	%		0.94	%	$	38,596		29	%
2018	$	8.57		(0.79	)%		0.91	%		1.67	%(f)		0.91	%	$	43,405		27	%
2017	$	9.09		(0.62	)%		0.88	%		1.08	%		0.88	%	$	58,783		30	%
Class R6
Eight Months Ended June 30, 2022 (i)	$	7.30		(4.44	)%		0.63	%		0.83	%		0.63	%	$	27,174		20	%
Year Ended October 31:
2021	$	7.91		(0.77	)%		0.63	%		0.46	%		0.64	%	$	29,691		27	%
2020	$	8.38		3.06	%		0.63	%		0.88	%		0.64	%	$	49,009		55	%
2019	$	8.54		5.68	%		0.63	%		2.00	%		0.66	%	$	15,864		29	%
2018	$	8.55		(0.52	)%		0.63	%		1.43	%(f)		0.69	%	$	13,741		27	%
2017	$	9.07		(0.36	)%		0.63	%		1.31	%		0.73	%	$	9,407		30	%
Class Y
Eight Months Ended June 30, 2022 (i)	$	7.31		(4.46	)%		0.71	%		0.72	%		0.72	%	$	82,168		20	%
Year Ended October 31:
2021	$	7.92		(0.94	)%		0.71	%		0.40	%		0.71	%	$	120,588		27	%
2020	$	8.40		2.95	%		0.71	%		0.67	%		0.74	%	$	186,421		55	%
2019	$	8.56		5.72	%		0.71	%		1.48	%		0.79	%	$	54,950		29	%
2018	$	8.56		(0.61	)%		0.71	%		2.14	%(f)		0.79	%	$	31,975		27	%
2017	$	9.08		(0.53	)%		0.68	%		1.09	%		0.68	%	$	62,408		30	%
Member Class
Eight Months Ended June 30, 2022 (i)	$	7.34		(4.49	)%		0.75	%		0.73	%		2.85	%	$	1,238		20	%
November 3, 2020 (h) through October 31, 2021	$	7.95		(1.08	)%		0.75	%		0.52	%		4.45	%	$	877		27	%

(i)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

91

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory INCORE Investment Grade Convertible Fund
Class A
Eight Months Ended June 30, 2022 (g)	$	19.97		0.18		(2.07	)		(1.89	)		(1.45	)		(0.33	)
Year Ended October 31:
2021	$	17.31		0.22		3.27			3.49			(0.83	)		—
2020	$	17.51		0.27		0.47			0.74			(0.35	)		(0.59	)
2019	$	16.22		0.21		1.84			2.05			(0.28	)		(0.48	)
2018	$	16.53		0.30		0.01			0.31			(0.53	)		(0.09	)
2017	$	13.72		0.17		2.89			3.06			(0.25	)		—
Class I
Eight Months Ended June 30, 2022 (g)	$	19.98		0.22		(2.08	)		(1.86	)		(1.50	)		(0.33	)
Year Ended October 31:
2021	$	17.32		0.31		3.27			3.58			(0.92	)		—
2020	$	17.50		0.33		0.49			0.82			(0.41	)		(0.59	)
2019	$	16.21		0.31		1.83			2.14			(0.37	)		(0.48	)
2018	$	16.53		0.36		(0.01	)		0.35			(0.58	)		(0.09	)
2017	$	13.71		0.22		2.90			3.12			(0.30	)		—
Member Class
Eight Months Ended June 30, 2022 (g)	$	20.71		0.21		(2.16	)		(1.95	)		(1.48	)		(0.33	)
November 3, 2020 (f) through October 31, 2021	$	17.36		0.26		3.31			3.57			(0.22	)		—

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  Commencement of operations.

(g)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

92

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory INCORE Investment Grade Convertible Fund
Class A
Eight Months Ended June 30, 2022 (g)		(1.78	)	$	16.30		(10.32	)%		1.22	%		1.48	%		1.22	%	$	18,981		17	%
Year Ended October 31:
2021		(0.83	)	$	19.97		20.62	%		1.39	%		1.12	%		1.41	%	$	21,644		28	%
2020		(0.94	)	$	17.31		4.43	%		1.38	%		1.63	%		1.38	%	$	16,571		34	%
2019		(0.76	)	$	17.51		13.35	%		1.49	%		1.31	%		1.49	%	$	16,349		35	%
2018		(0.62	)	$	16.22		1.87	%		1.27	%		1.79	%		1.27	%	$	14,268		41	%
2017		(0.25	)	$	16.53		22.57	%		1.30	%		1.12	%		1.30	%	$	33,040		39	%
Class I
Eight Months Ended June 30, 2022 (g)		(1.83	)	$	16.29		(10.20	)%		0.91	%		1.82	%		0.91	%	$	425,954		17	%
Year Ended October 31:
2021		(0.92	)	$	19.98		21.19	%		0.93	%		1.59	%		0.93	%	$	403,122		28	%
2020		(1.00	)	$	17.32		4.91	%		0.96	%		1.98	%		0.96	%	$	276,923		34	%
2019		(0.85	)	$	17.50		13.99	%		0.96	%		1.87	%		0.96	%	$	263,981		35	%
2018		(0.67	)	$	16.21		2.16	%		0.94	%		2.17	%		0.94	%	$	126,871		41	%
2017		(0.30	)	$	16.53		23.07	%		0.94	%		1.47	%		0.94	%	$	78,879		39	%
Member Class
Eight Months Ended June 30, 2022 (g)		(1.81	)	$	16.95		(10.28	)%		1.10	%		1.67	%		3.79	%	$	1,058		17	%
November 3, 2020 (f) through October 31, 2021		(0.22	)	$	20.71		20.63	%		1.10	%		1.30	%		9.99	%	$	512		28	%

See notes to financial statements.

93

Victory Portfolios Notes to Financial Statements
June 30, 2022

1. Organization:

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

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

Funds (Legal Name)	Funds (Short Name)	Investment Share Classes Offered
Victory Diversified Stock Fund	Diversified Stock Fund	A, C, I, R, R6, and Y
Victory NewBridge Large Cap Growth Fund	NewBridge Large Cap    Growth Fund	A, C, I, and Y
Victory Special Value Fund	Special Value Fund	A, C, I, R, and Y
Victory THB US Small Opportunities Fund	THB US Small Opportunities Fund	A and I
Victory Strategic Allocation Fund	Strategic Allocation Fund	A, C, I, and R
Victory INCORE Fund for Income	INCORE Fund for Income	A, C, I, R, R6, Y, and Member Class
Victory INCORE Investment Grade Convertible Fund	INCORE Investment Grade    Convertible Fund	A, I, and Member Class

On February 2, 2021, the Board of Trustees (the "Board") of the Trust approved an Agreement and Plan of Reorganization ("Reorganization"), dated February 26, 2021, which provided for the newly formed Victory THB US Small Opportunities Fund ("Acquiring Fund") and its tax-free exchange of shares of the THB Asset Management Microcap Fund's ("Predecessor Fund") shares, valued at the Predecessor Fund's net assets for the exact same shares and value of the Acquiring Fund's shares. Investor Class and Institutional Class shares of the Predecessor Fund were exchanged for Class A and Class I shares, respectively, of the Acquiring Fund. The Acquiring Fund commenced operations on May 3, 2021, upon the completion of the Reorganization as of the close of business on April 30, 2021.

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.

Strategic Allocation Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds ("ETFs") managed by Victory Capital Management Inc. ("VCM" or the Adviser), an affiliate of the Fund.

Strategic Allocation Fund may rely on various exemptions contained in the 1940 Act and in exemptive rules or orders thereunder issued by the Securities and Exchange Commission ("SEC") that permit funds, subject to certain conditions, to invest in one or more ETFs and certain other types of investment companies in amounts that exceed limits set forth in the 1940 Act that would otherwise be applicable.

On May 19, 2022, the Board approved the fiscal year-end change for the Funds from October 31 to June 30. The accompanying financial statements reflect this change in fiscal year-end.

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.

94

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

2. Significant Accounting Policies:

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

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

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

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

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

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

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

Investments in the underlying affiliated Funds of the Strategic Allocation Fund and other open-end investment companies, other than ETFs, are valued at their NAV at the end of each business day and are typically categorized in Level 1 of the fair value hierarchy.

The underlying affiliated Funds of the Strategic Allocation Fund have specific valuation procedures. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

95

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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

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

	Level 1		Level 2		Level 3		Total
Diversified Stock Fund
Common Stocks	$	246,508	$	—	$	—	$	246,508
Exchange-Traded Funds		9,587		—		—		9,587
Collateral for Securities Loaned		2,781		—		—		2,781
Total	$	258,876	$	—	$	—	$	258,876
NewBridge Large Cap Growth Fund
Common Stocks	$	8,248	$	—	$	—	$	8,248
Total	$	8,248	$	—	$	—	$	8,248
Special Value Fund
Common Stocks	$	37,056	$	—	$	—	$	37,056
Exchange-Traded Funds		1,443		—		—		1,443
Total	$	38,499	$	—	$	—	$	38,499
THB US Small Opportunities Fund
Common Stocks	$	69,795	$	—	$	—	$	69,795
Collateral for Securities Loaned		1,106		—		—		1,106
Total	$	70,901	$	—	$	—	$	70,901
Strategic Allocation Fund
Affiliated Exchange-Traded Funds	$	1,779	$	—	$	—	$	1,779
Affiliated Mutual Funds		22,730		—		—		22,730
Total	$	24,509	$	—	$	—	$	24,509
INCORE Fund for Income
Government National Mortgage Association	$	—	$	422,855	$	—	$	422,855
U.S. Treasury Obligations		—		95,904		—		95,904
Investment Companies		100		—		—		100
Total	$	100	$	518,759	$	—	$	518,859
INCORE Investment Grade Convertible Fund
Convertible Corporate Bonds	$	—	$	293,020	$	—	$	293,020
Convertible Preferred Stocks		60,944		86,225		—		147,169
Collateral for Securities Loaned		60,388		—		—		60,388
Total	$	121,332	$	379,245	$	—	$	500,577

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

96

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

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statements of Operations.

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 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

97

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

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 (amounts in thousands) is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
Diversified Stock Fund	$	2,737	$	—	$	2,781
THB US Small Opportunities Fund		1,082		—		1,106
INCORE Investment Grade Convertible Fund		58,950		—		60,388

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 June 30.

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

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

Allocations:

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

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

Redemption Fees:

The Funds do not receive a redemption fee. Prior to the Reorganization, the Predecessor Fund retained redemption fees of 2.00% on redemptions of fund shares held for less than 30 days. For the year ended October 31, 2021, Class I (formerly Institutional Class shares) and Class A (formerly Investor Class shares) had approximately $2 thousand and $1 thousand in redemptions fees, respectively, as presented on the Statements of Changes in Net Assets.

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

3. Purchases and Sales:

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

	Excluding U.S. Government Securities				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
Diversified Stock Fund	$	150,493	$	168,419	$	—	$	—
NewBridge Large Cap Growth Fund		3,514		6,965		—		—
Special Value Fund		24,502		28,369		—		—
THB US Small Opportunities Fund		36,605		33,553		—		—
Strategic Allocation Fund		2,454		2,622		—		—
INCORE Fund for Income		—		—		117,011		247,985
INCORE Investment Grade Convertible Fund		162,839		75,932		—		—

4. Affiliated Fund Ownership:

The Funds offer shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds annual and semi-annual reports may be viewed at www.vcm.com. As of June 30, 2022, certain fund-of-funds owned total outstanding shares of the Funds as follows:

INCORE Investment Grade Convertible Fund	Ownership %
Victory Strategic Allocation Fund		0.3

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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

	Adviser Fee Tier Rates
	Up to $800 million			$800 million – $2.4 billion			Over $2.4 billion
Diversified Stock Fund		0.65	%		0.60	%		0.55	%
	Up to $400 million			$400 million – $800 million			Over $800 million
NewBridge Large Cap Growth Fund		0.75	%		0.65	%		0.60	%
Special Value Fund		0.75	%		0.65	%		0.60	%
	Flat Rate
THB US Small Opportunities Fund		1.15	%
Strategic Allocation Fund		0.10	%
	Up to $400 million			$400 million – $800 million			Over $800 million
INCORE Fund for Income		0.50	%		0.45	%		0.40	%
INCORE Investment Grade Convertible Fund		0.75	%		0.65	%		0.60	%

Amounts incurred and paid to VCM for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Investment advisory fees.

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

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II. The tiered rates at which VCM is paid by the Funds are shown in the table below:

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

Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services. Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class. Victory Capital Transfer Agency, Inc. receives no fee or other compensation for these services. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust. Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee up to the annual rate shown in the table below:

	Class A			Class C			Class R
Diversified Stock Fund		0.25	%		1.00	%		0.50	%
NewBridge Large Cap Growth Fund		0.25	%		1.00	%		N/A
Special Value Fund		0.25	%		1.00	%		0.50	%
THB US Small Opportunities Fund		0.25	%		N/A			N/A
Strategic Allocation Fund		0.25	%		1.00	%		0.50	%
INCORE Fund for Income		0.25	%		1.00	%		0.25	%
INCORE Investment Grade Convertible Fund		0.25	%		N/A			N/A

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

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 eight months ended June 30, 2022, and the year ended October 31, 2021, 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 Class A. For the eight months ended June 30, 2022, the Distributor received approximately $11 thousand from commissions earned in connection with sales of Class A. For the year ended October 31, 2021, the Distributor received approximately $22 thousand from commissions earned in connection with sales of Class A.

Prior to the Reorganization, the Predecessor Fund had entered into shareholder servicing agreements with third-party service providers pursuant to which the service providers provided certain shareholder services to Predecessor Fund shareholders (the "Service Plan"). Under the Service Plan, the Fund may have paid service providers a fee at a rate of up to 0.25% annually of the average daily net assets attributable to the former Investor Class (currently Class A), subject to the arrangement for provision of shareholder and administrative services. The Predecessor Fund's former Investor Class (currently Class A) incurred approximately $2 thousand of shareholder servicing fees, an effective rate of 0.20%. These fees are disclosed as Shareholder servicing fees on the Statements of Operations.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until February 28, 2023
	Class A			Class C			Class I			Class R			Class R6			Class Y			Member Class
Diversified Stock Fund		N/A			2.02	%		0.83	%		N/A			0.78	%		0.86	%		N/A
NewBridge Large Cap Growth Fund		1.36	%		2.10	%		0.95	%		N/A			N/A			1.02	%		N/A
Special Value Fund		N/A			2.20	%		1.15	%		N/A			N/A			1.10	%		N/A
THB US Small Opportunities Fund		1.70	%(a)		N/A			1.25	%(a)		N/A			N/A			N/A			N/A
Strategic Allocation Fund		0.40	%		1.15	%		0.15	%		0.65	%		N/A			N/A			N/A
INCORE Fund for Income		0.91	%		1.71	%		0.64	%		0.91	%		0.63	%		0.71	%		0.75	%
INCORE Investment Grade Convertible Fund		1.39	%		N/A			N/A			N/A			N/A			N/A			1.10	%

(a) In effect until May 3, 2023.

Under the terms of the expense limitation agreements, as amended May 1, 2022, the Funds (except Strategic Allocation Fund)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.

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

For the eight months ended June 30, 2022, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022.

	Expires 10/31/2022		Expires 10/31/2023		Expires 10/31/2024		Expires 6/30/2025		Total
Diversified Stock Fund	$	10	$	36	$	28	$	21	$	95
NewBridge Large Cap Growth Fund		28		58		63		56		205
Special Value Fund		11		28		23		14		76
THB US Small Opportunities Fund		—		—		13		109		122
INCORE Fund for Income		25		105		197		160		487
INCORE Investment Grade Convertible Fund		—		—		23		15		38

As of October 31, 2021, the following amounts were available to be repaid to the Adviser (amounts in thousands). The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022.

	Expires 2022		Expires 2023		Expires 2024		Total
Diversified Stock Fund	$	30	$	36	$	28	$	94
NewBridge Large Cap Growth Fund		72		58		63		193
Special Value Fund		33		28		23		84
THB US Small Opportunities Fund		—		—		13		13
INCORE Fund for Income		78		105		197		380
INCORE Investment Grade Convertible Fund		—		—		28		28

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 eight months ended June 30, 2022, the Adviser voluntarily waived the following amounts (amounts in thousands):

Special Value Fund $ 31

For the year ended October 31, 2021, the Adviser voluntarily waived the following amounts (amounts in thousands):

Special Value Fund $ 49

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.

Convertible Securities Risk — Convertible securities rank senior to the issuer's common stock, but may be subordinate to senior debt obligations. In part, the total return for a convertible security may depend upon the performance of the underlying stock into which it can be converted. Synthetic convertibles may respond differently to market fluctuations than traditional convertible securities. They are also subject to counterparty risk.

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

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

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.

Micro-Capitalization Stock Risk — Micro-capitalization companies tend to be less seasoned and may lose market share or profits to a greater extent than larger, more established companies. Since micro-capitalization company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be more difficult to purchase and sell. Micro-capitalization companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

Debt Securities and Interest Rate Risk — The INCORE Fund for Income and the INCORE Investment Grade Convertible Bond Fund are subject to debt securities and interest rate 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. Interest rates may rise or the rate of inflation may increase, impacting the value of investments in fixed income securities. A debt issuer's credit quality may be downgraded or an issuer may default. Interest rates may fluctuate due to changes in governmental fiscal policy initiatives and resulting market reaction to those initiatives.

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.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include AMERIBOR (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

103

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

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the eight months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from November 1, 2021, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month SOFR plus 1.10 percent. 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 that utilized the Line of Credit during the eight months ended June 30, 2022, were as follows (amounts in thousands):

	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowings Outstanding		Average Interest Rate			Maximum Borrowing During the Period
THB US Small Opportunities Fund	$	—	$	4,486		7		1.21	%	$	5,600

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

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

104

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized this Facility during the eight months ended June 30, 2022, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
INCORE Fund for Income	Borrower	$	—	$	4,065		4		0.83	%	$	10,000
INCORE Investment Grade Convertible Fund	Borrower		—		1,670		4		0.58	%		1,670

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized this Facility during the year ended October 31, 2021, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at October 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
INCORE Fund for Income	Borrower	$	—	$	825		3		0.57	%	$	825
INCORE Investment Grade Convertible Fund	Borrower		—		946		1		0.61	%		946

*  Based on the number of days borrowings were outstanding for the year ended October 31, 2021.

8. Federal Income Tax Information:

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

	Declared	Paid
Diversified Stock Fund	Quarterly	Quarterly
Newbridge Large Cap Growth Fund	Annually	Annually
Special Value Fund	Annually	Annually
THB US Small Opportunities Fund	Quarterly	Quarterly
Strategic Allocation Fund	Quarterly	Quarterly
INCORE Fund for Income	Monthly	Monthly
INCORE Investment Grade Convertible Fund	Quarterly	Quarterly

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.

105

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

As of June 30, 2022, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

	Total Accumulated Earnings/(Loss)			Capital
Diversified Stock Fund	$	(1,445	)	$	1,445
NewBridge Large Cap Growth Fund		(171	)		171
Special Value Fund		(421	)		421
THB US Small Opportunities Fund		37			(37	)
Strategic Allocation Fund		2			(2	)
INCORE Investment Grade Convertible Fund		(482	)		482

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

	Eight Months Ended June 30, 2022
	Distributions paid from:
	Ordinary Income		Net Long-Term Capital Gains		Return of Capital		Total Distributions Paid
Diversified Stock Fund	$	13,127	$	32,508	$		$	45,635
NewBridge Large Cap Growth Fund		—		3,855		—		3,855
Special Value Fund		2,140		5,829		—		7,969
THB US Small Opportunities Fund		3,014		5,062		369		8,445
Strategic Allocation Fund		627		6		—		633
INCORE Fund for Income		20,419		—		—		20,419
INCORE Investment Grade Convertible Fund		33,136		6,009		—		39,145

	Year Ended October 31, 2021
	Distributions Paid From:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Diversified Stock Fund	$	121	$	6,599	$	6,720
Newbridge Large Cap Growth Fund		—		2,142		2,142
Special Value Fund		8		1,628		1,636
THB US Small Opportunities Fund		—		—		—
Strategic Allocation Fund		816		—		816
INCORE Fund for Income		41,213		—		41,213
INCORE Investment Grade Convertible Fund		15,644		—		15,644
	Year Ended October 31, 2020
	Distributions Paid From:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Diversified Stock Fund	$	665	$	18,725	$	19,390
Newbridge Large Cap Growth Fund		—		3,123		3,123
Special Value Fund		134		1,611		1,745
THB US Small Opportunities Fund		—		421		421
Strategic Allocation Fund		462		503		965
INCORE Fund for Income		41,156		—		41,156
INCORE Investment Grade Convertible Fund		9,063		7,674		16,737

106

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

As of June 30, 2022, the components of accumulated earnings/(loss) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)			Accumulated Earnings		Accumulated Capital and Other Losses			Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings (Loss)
Diversified Stock Fund	$	29	$	23,373	$	(8	)	$	23,394	$	—		$	—		$	43,120		$	66,514
NewBridge Large Cap Growth Fund		—		1,836		—	***		1,836		—			(210	)		1,679			3,305
Special Value Fund		30		3,925		(2	)		3,953		—			—			5,825			9,778
THB US Small Opportunities Fund		—		—		—			—		(610	)		(26	)		5,139			4,503
Strategic Allocation Fund		—		651		—	***		651		—			—			1,110			1,761
INCORE Fund for Income		1,473		—		(2	)		1,471		(379,003	)		—			(42,655	)		(420,187	)
INCORE Investment Grade Convertible Fund		1,613		3,401		—	***		5,014		—			—			(18,763	)		(13,749	)

*  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, hybrid accruals interest purchased, and deemed dividends on Convertible Debt under Sec. 305(c).

***  Rounds to less than $1 thousand.

At June 30, 2022, the Funds had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

	Short-Term Amount			Long-Term Amount			Total
THB US Small Opportunities Fund	$	(610	)	$	—		$	(610	)
INCORE Fund for Income		(130,175	)		(248,828	)		(379,003	)

During the eight months ended June 30, 2022, the following Fund utilized capital loss carryforwards (amounts in thousands):

	Amount
Strategic Allocation Fund	$	113

As of June 30, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Diversified Stock Fund	$	215,756	$	62,765	$	(19,645	)	$	43,120
NewBridge Large Cap Growth Fund		6,569		2,939		(1,260	)		1,679

107

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

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Special Value Fund	$	32,674	$	8,956	$	(3,131	)	$	5,825
THB US Small Opportunities Fund		65,762		11,180		(6,041	)		5,139
Strategic Allocation Fund		23,399		2,847		(1,737	)		1,110
INCORE Fund for Income		561,514		293		(42,948	)		(42,655	)
INCORE Investment Grade Convertible Fund		519,340		25,891		(44,654	)		(18,763	)

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 the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the SEC by each such underlying fund semi-annually on Form N-CSR and are available for download from both the SEC's as well as each respective underlying fund's website. Transactions in affiliated securities during the eight months ended June 30, 2022, were as follows (amounts in thousands):

	Fair Value 10/31/2021		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 6/30/2022		Dividend Income
Strategic Allocation Fund
Victory INCORE Total Return Bond Fund Class R6	$	3,201	$	49	$	(277	)	$	(16	)	$	—	$	(357	)	$	2,600	$	49
Victory Integrity Discovery Fund Class Y		1,178		48		(77	)		2			48		(232	)		919		—
Victory Market Neutral Income Fund Class I		5,661		114		(435	)		(5	)		—		(47	)		5,288		114
Victory RS Global Fund Class Y		9,197		302		(1,076	)		274			88		(2,213	)		6,484		204
Victory RS Partners Fund Class Y		1,130		151		(107	)		(1	)		89		(247	)		926		62
Victory INCORE Investment Grade Convertible Fund Class I		1,849		172		(145	)		(22	)		26		(330	)		1,524		146
Victory Sophus Emerging Markets Fund Class R6		2,770		114		—			—			59		(718	)		2,166		55
Victory Global Energy Transition Fund Class Y		—		1,330		—			—			—		110			1,440		—
Victory Trivalent International Small-Cap Fund Class I		2,200		174		(275	)		19			137		(735	)		1,383		37
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		2,171		—		(231	)		62			—		(223	)		1,779		24
	$	29,357	$	2,454	$	(2,623	)	$	313		$	447	$	(4,992	)	$	24,509	$	691

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

Transactions in affiliated securities during the year ended October 31, 2021, were as follows (amounts in thousands):

	Fair Value 10/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 10/31/2021		Dividend Income
Strategic Allocation Fund
Victory INCORE Total Return Bond Fund Class R6	$	3,081	$	147	$	—		$	—		$	—	$	(27	)	$	3,201	$	77
Victory Integrity Discovery Fund Class Y		820		—		(248	)		10			—		596			1,178		—
Victory Market Neutral Income Fund Class I		5,412		384		—			—			101		(135	)		5,661		212
Victory RS Global Fund Class Y		7,049		64		(526	)		136			3		2,474			9,197		61
Victory RS Partners Fund Class Y		830		14		(219	)		68			14		437			1,130		—	*
Victory INCORE Investment Grade Convertible Fund Class I		—		1,838		—			—			—		11			1,849		13
Victory Sophus Emerging Markets Fund Class R6		—		2,990		—			—			—		(220	)		2,770		—	*
Victory Sophus Emerging Markets Small Cap Fund Class Y		1,916		682		(2,579	)		(682	)		170		663			—		513
Victory Trivalent Emerging Markets Small-Cap Fund Class Y		1,987		19		(2,454	)		281			—		167			—		19
Victory Trivalent International Small-Cap Fund Class I		1,710		8		(78	)		25			—		535			2,200		8
VictoryShares U.S. Multi-Factor Minimum Volatility ETF		1,629		43		—			—			—		499			2,171		33
	$	24,434	$	6,189	$	(6,104	)	$	(162	)	$	288	$	5,000		$	29,357	$	936

*  Rounds to less than $1 thousand.

10. Stock Split:

Effective December 3, 2021, the NewBridge Large Cap Growth Fund underwent a 1-for-5 reverse stock split of the issued and outstanding Class C shares of the Fund. The reverse stock split was not a taxable event, nor did it have an impact on the Fund's holdings or performance. No changes are contemplated at this time for the other share classes offered by the Fund.

109

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 Portfolios comprising the funds listed below (the "Funds"), as of June 30, 2022, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2022, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below, in conformity with accounting principles generally accepted in the United States of America.

Fund Name	Statements of Operations	Statements of Changes in Net Assets	Financial Highlights
Victory Diversified Stock Fund, Victory NewBridge Large Cap Growth Fund, Victory Special Value Fund, Victory Strategic Allocation Fund, Victory INCORE Fund for Income, and Victory INCORE Investment Grade Convertible Fund	For the eight months ended June 30, 2022, and the year ended October 31, 2021	For the eight months ended June 30, 2022, and the two years ended October 31, 2021, and 2020	For the eight months ended June 30, 2022, and the three years ended October 31, 2021, 2020, and 2019
Victory THB US Small Opportunities Fund	For the eight months ended June 30, 2022, and the year ended October 31, 2021

The Funds' financial highlights for the year ended October 31, 2018 and prior, were audited by other auditors whose report dated December 21, 2018, expressed an unqualified opinion on those financial highlights for all Funds other than Victory THB US Small Opportunities Fund.

The Victory THB US Small Opportunities Fund's financial statements and financial highlights for the years ended October 31, 2020 and prior, were audited by other auditors whose report dated December 29, 2020, expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

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

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

110

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

COHEN & COMPANY, LTD.
Cleveland, Ohio
August 26, 2022

111

Victory Portfolios Supplemental Information
June 30, 2022

  (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, their position with the Trust, their commencement of service, their 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 40 portfolios in the Trust, six portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 45 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, Born October 1951	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, Born April 1947	Trustee	August 2002	Retired.	Director, 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,* Born August 1951	Trustee	May 2005	Retired.	None.
Dennis M. Bushe, Born January 1944	Trustee	July 2016	Retired.	None.

112

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
John L. Kelly, Born April 1953	Chair and Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016- September 2017).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, Born April 1957	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, Born May 1961	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012).
Leigh A. Wilson, Born December 1944	Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown,** Born May 1972	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc.	Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc.

*  The Board has designated Ms. Beard as its Audit Committee Financial Expert.

**  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.

113

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Officers:

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

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, Born February 1962	President	February 2006	Director of Mutual Fund Administration, the Adviser (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019).
Scott A. Stahorsky, Born July 1969	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015).
Erin G. Wagner, Born February 1974	Secretary*	December 2014-April 2022	Associate General Counsel, the Adviser (2013-2022).
Thomas Dusenberry, Born July 1977	Secretary	May 2022	Manager, Fund Administration, the Adviser (since 2022); 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).
Allan Shaer, Born March 1965	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, Born March 1984	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018).
Colin Kinney, Born October 1973	Chief Compliance Officer**	July 2017-June 2022	Chief Compliance Officer (2013-2022) and Chief Risk Officer (2009-2017), the Adviser.
Sean Fox, Born September 1976	Chief Compliance Officer	June 2022	Sr. Compliance Officer, the Adviser (since 2019); Compliance Officer, the Adviser (2015-2019).
Chuck Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

114

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Jay G. Baris, Born January 1954	Assistant Secretary	December 1997	Partner, Sidley Austin LLP (since 2020); Partner, Shearman & Sterling LLP (2018-2020); Partner, Morrison & Foerster LLP (2011-2018).

*  On April 27, 2022, Ms. Wagner resigned her position with the Trust.

**  On June 10, 2022, Mr. Kinney resigned his position with the Trust.

115

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

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

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC's website at www.sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2022, through June 30, 2022.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

116

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22- 6/30/22*		Hypothetical Expenses Paid During Period 1/1/22- 6/30/22*		Annualized Expense Ratio During Period 1/1/22- 6/30/22
Diversified Stock Fund
Class A	$	1,000.00	$	782.80	$	1,019.44	$	4.77	$	5.41		1.08	%
Class C		1,000.00		779.00		1,014.78		8.91		10.09		2.02	%
Class I		1,000.00		783.70		1,020.68		3.67		4.16		0.83	%
Class R		1,000.00		781.60		1,018.00		6.05		6.85		1.37	%
Class R6		1,000.00		783.70		1,020.93		3.45		3.91		0.78	%
Class Y		1,000.00		783.60		1,020.53		3.80		4.31		0.86	%
NewBridge Large Cap Growth Fund
Class A	$	1,000.00	$	629.10	$	1,018.05	$	5.49	$	6.80		1.36	%
Class C		1,000.00		626.80		1,014.38		8.47		10.49		2.10	%
Class I		1,000.00		630.10		1,020.08		3.84		4.76		0.95	%
Class Y		1,000.00		630.30		1,019.74		4.12		5.11		1.02	%
Special Value Fund
Class A	$	1,000.00	$	784.80	$	1,018.35	$	5.75	$	6.51		1.30	%
Class C		1,000.00		781.80		1,014.38		9.28		10.49		2.10	%
Class I		1,000.00		785.50		1,019.59		4.65		5.26		1.05	%
Class R		1,000.00		783.10		1,016.71		7.21		8.15		1.63	%
Class Y		1,000.00		786.00		1,019.84		4.43		5.01		1.00	%
THB US Small Opportunities Fund
Class A	$	1,000.00	$	762.70	$	1,016.36	$	7.43	$	8.50		1.70	%
Class I		1,000.00		764.40		1,018.60		5.47		6.26		1.25	%
Strategic Allocation Fund
Class A	$	1,000.00	$	864.40	$	1,022.81	$	1.85	$	2.01		0.40	%
Class C		1,000.00		860.90		1,019.09		5.31		5.76		1.15	%
Class I		1,000.00		865.20		1,024.05		0.69		0.75		0.15	%
Class R		1,000.00		863.00		1,021.57		3.00		3.26		0.65	%
INCORE Fund For Income
Class A	$	1,000.00	$	961.10	$	1,020.28	$	4.42	$	4.56		0.91	%
Class C		1,000.00		955.90		1,016.31		8.29		8.55		1.71	%
Class I		1,000.00		961.00		1,021.62		3.11		3.21		0.64	%
Class R		1,000.00		961.20		1,020.28		4.43		4.56		0.91	%
Class R6		1,000.00		961.00		1,021.67		3.06		3.16		0.63	%
Class Y		1,000.00		961.00		1,021.57		3.16		3.26		0.65	%
Member Class		1,000.00		960.70		1,021.08		3.65		3.76		0.75	%
INCORE Investment Grade Convertible Fund
Class A	$	1,000.00	$	886.80	$	1,018.89	$	5.57	$	5.96		1.19	%
Class I		1,000.00		887.90		1,020.23		4.31		4.61		0.92	%
Member Class		1,000.00		887.00		1,019.34		5.15		5.51		1.10	%

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

117

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Additional Federal Income Tax Information

For the eight months ended June 30, 2022, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Diversified Stock Fund		26	%
Special Value Fund		20	%
THB US Small Opportunities Fund		12	%
Strategic Allocation Fund		47	%
INCORE Investment Grade Convertible Fund		15	%

Dividends qualified for corporate dividends received deductions of:

	Percent
Diversified Stock Fund		26	%
Special Value Fund		20	%
THB US Small Opportunities Fund		13	%
Strategic Allocation Fund		18	%
INCORE Investment Grade Convertible Fund		12	%

For the eight months ended June 30, 2022, the following Funds designated short-term capital gain distributions (in thousands):

	Amount
Diversified Stock Fund	$	12,564
Special Value Fund		2,143
THB US Small Opportunities Fund		3,014
INCORE Investment Grade Convertible Fund		1,133

For the eight months ended June 30, 2022, the following Funds designated long-term capital gain distributions (in thousands):

	Amount
Diversified Stock Fund	$	33,954
NewBridge Large Cap Growth Fund		4,055
Special Value Fund		6,247
THB US Small Opportunities Fund		5,062
Strategic Allocation Fund		6
INCORE Investment Grade Convertible Fund		6,429

The following Fund 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 outstanding share on June 30, 2022, were as follows:

	Foreign Source Income		Foreign Tax Expense
Strategic Allocation Fund	$	0.02	$	0.03

118

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

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

VP-AR (6/22)

June 30, 2022

Annual Report

Victory Sycamore Established Value Fund

Victory Sycamore Small Company Opportunity Fund

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Victory Portfolios

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	3
Managers' Commentary / Investment Overview (Unaudited)	5
Investment Objective and Portfolio Holdings (Unaudited)	7
Schedules of Portfolio Investments
Victory Sycamore Established Value Fund	13
Victory Sycamore Small Company Opportunity Fund	16
Financial Statements
Statements of Assets and Liabilities	20
Statements of Operations	22
Statements of Changes in Net Assets	23
Financial Highlights	26
Notes to Financial Statements	34
Report of Independent Registered Public Accounting Firm	45
Supplemental Information (Unaudited)	47
Trustee and Officer Information	47
Proxy Voting and Portfolio Holdings Information	51
Expense Examples	51
Additional Federal Income Tax Information	53
Privacy Policy (inside back cover)

1

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

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

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

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

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

Call Victory at:

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

Visit our website at:

www.vcm.com

2

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for the Victory Funds contained in this report has changed from a fiscal year ended October 31^st to a fiscal year ended June 30^th. This change has no material impact on any of your investments. This change aims to help us improve efficiencies and reduce auditing and other operational costs. Therefore, this letter covers an abbreviated eight-month "annual" period from November 1, 2021, through June 30, 2022. Future shareholder letters will now be on a June 30^th fiscal year cycle going forward.

With that said, looking back on our most recent reporting period offers us a stark reminder that financial markets are dynamic, and that investor sentiment can shift quickly.

After a mostly constructive 2021, the script flipped as we entered the new calendar year, and investors were suddenly more focused on a host of challenges. Inflation data has been running hotter than expected. The U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle and a terrible war began in Eastern Europe. All these issues, among other factors, have ratcheted up market volatility in both stock and bond markets. Many broad-market stock indices have pulled back substantially during the first half of 2022 and even entered "bear market" territory, which is typically considered a 20% pullback from the most recent highs. Meanwhile, fixed income investors are also dealing with elevated volatility, and wide swaths of the bond market have struggled in the face of rising interest rates.

Throughout the ups and downs of the past reporting period, there have been interesting differences playing out within the broader market. In general, large-cap stocks outperformed smaller-capitalization companies, while value-oriented investments fared better than their growth counterparts (generally speaking, as measured by the Russell family of indices). Perhaps this reflects investors' realization and expectations for future higher interest rates and corresponding higher borrowing costs.

There were other notable subplots, too. Crypto assets, which had captivated investors for a spell, reversed course as sentiment soured and investors became more risk averse. We've also seen oil prices surge, which in turn helped fuel gains across the energy landscape. In fact, the Energy and Utilities sectors (and yes, Cash) have been some of the lone bright spots for many investor portfolios in recent months.

Looking at the numbers, the S&P 500^® Index, the bell-weather proxy for our domestic stock market, declined by 16.95% for the eight-month period ended June 30, 2022. Over this same time frame, the yield on the 10-Year U.S. Treasury jumped 1.43%, thanks largely to the Fed's shift toward a less accommodative monetary policy and several aggressive rate hikes. At the end of our reporting period, the yield on the 10-Year U.S. Treasury finished at 2.98%.

Given the market environment of the past few months, it's no surprise that investors have become more focused on risk management and downside protection. Remember,

3

our experience managing portfolios through various economic cycles has taught us to remain calm in the face of market turmoil. It is our view that a long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Although we cannot tell you with any certainty what markets will do in the future, we can assure you that the investment professionals at all our independent franchises continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages you will find information relating to your Victory Funds investment. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, 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 www.vcm.com.

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

Christopher K. Dyer, CFA

President,

Victory Funds

4

Victory Sycamore Established Value Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The underlying concerns plaguing the economic backdrop became more prevalent in late 2021. Supply chain issues, which resulted in wide-spread shortages, exerted an upward pressure on the price of goods. The rapid spread of the COVID-19 Omicron variant exacerbated the supply chain challenges given China's zero-tolerance approach to the pandemic and more restrictions in the United States. In early 2022, the U.S. Federal Reserve's (the "Fed") messaging that inflation was transitory began to unravel as monthly inflation prints pointed to the highest figures in decades. Russia's invasion of Ukraine in late February, which resulted in a global oil shock, also fueled inflation higher. With inflation proving to be less fleeting than originally anticipated, the Fed moved to aggressively hike rates and tighten financial conditions. Consequently, recession fears have intensified given the Fed's path to a soft landing has narrowed.

The equity market selloff during the first half of 2022 and elevated recession fears are undoubtably unsettling for many market participants. However, it is worth reflecting over the past two years and acknowledging how the unprecedented level of liquidity injected into the economy impacted equity market returns. The market recovered much faster from the pandemic-induced market bottom relative to past drawdowns. While it was necessary for Fed officials to intervene at the onset of the pandemic to stabilize the economy, it is also important to recognize that there were unintended consequences as a result of the historic level of liquidity that was ultimately released into the system. Persistent inflation is a key consequence which the Fed admittedly underestimated, and it was further exacerbated by an accommodative fiscal policy response. Arguably, the "sticky" inflation has multiple root causes that cannot entirely be addressed with monetary policy (e.g., supply chain challenges and geopolitical risks). Nevertheless, the Fed is at a point where it has few avenues — even if it risks a recession — to tame decades-high inflation.

With recession fears elevated, the key question is whether the Fed will once again come to the rescue. After all, that has been the pattern since the global financial crisis of 2008. However, the recent selloff may suggest that the market is convinced that a Fed pivot is not in the playbook unless inflation moderates. Until there is further evidence that inflation is under control and recession fears are receding, equity market volatility is likely to remain elevated.

How did Victory Sycamore Established Value Fund (the "Fund") perform during the reporting period?

The Fund returned -7.99% (Class A at net asset value) for the eight-month period ended June 30, 2022, outperforming the Russell Midcap^® Value Index (the "Index"), which returned -13.67% for the period.

What strategies did you employ during the reporting period?

The investment team employs a disciplined, bottom-up, fundamental process to invest in better businesses that trade at a discount to the team's estimate of intrinsic value and possess fundamental drivers that will narrow the valuation gap. By investing in businesses that exhibit these attributes, we seek to minimize downside risk without sacrificing the upside potential.

5

Victory Sycamore Established Value Fund

Managers' Commentary (continued)

During the eight-month period, both stock selection and sector allocation were favorable, with stock selection having a larger impact on relative outperformance. Sector weighting is a by-product of the bottom-up security selection process and not a result of top-down tactical decisions. Index returns were negative across eight of the 11 major economic sectors and varied widely, with five sectors outpacing the broader Russell 2000^® Index. Energy was the top-performing sector, posting a return of 27.13%. By contrast, Communication Services was the worst-performing sector for the period, returning -29.40%.

Specifically, for the Fund, stock selection in the Financials sector was the largest contributor to relative outperformance. Stock selection in the Materials, Information Technology, Consumer Staples, and Energy sectors also contributed to relative return for the period. An underweight in the Communication Services sector — the worst-performing sector — as well as an overweight in the Consumer Staples and Materials sectors were also favorable. Additionally, the Fund's cash position during the period augmented performance. Conversely, an underweight in the Utilities sector, as well as an overweight in the Industrials sector, detracted from the Fund's relative performance for the period.

6

Victory Sycamore Established Value Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class C						Class I			Class R			Class R6			Class Y
INCEPTION DATE	5/5/20						3/1/16						3/1/10			8/16/83			3/4/14			1/28/13
	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® Value Index1
One Year		–4.51	%		–10.00	%		–5.22	%		–6.10	%		–4.21	%		–4.71	%		–4.16	%		–4.24	%		–10.00	%
Five Year		9.82	%		8.52	%		8.98	%		8.98	%		10.16	%		9.60	%		10.21	%		10.14	%		6.27	%
Ten Year		12.59	%		11.93	%		N/A			N/A			12.96	%		12.37	%		N/A			N/A			10.62	%
Since Inception		N/A			N/A			11.55	%		11.55	%		N/A			N/A			10.73	%		12.12	%		N/A
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

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

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

Victory Sycamore Established Value Fund — Growth of $10,000

¹The Russell Midcap^® Value Index is an unmanaged Index that measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap^® Index companies with relatively lower price-to-book ratios and lower forecasted growth values. This Index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

7

Victory Sycamore Small Company Opportunity Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

The underlying concerns plaguing the economic backdrop became more prevalent in late 2021. Supply chain issues, which resulted in wide-spread shortages, exerted an upward pressure on the price of goods. The rapid spread of the COVID-19 Omicron variant exacerbated the supply chain challenges given China's zero-tolerance approach to the pandemic and more restrictions in the United States. In early 2022, the U.S. Federal Reserve's (the "Fed") messaging that inflation was transitory began to unravel as monthly inflation prints pointed to the highest figures in decades. Russia's invasion of Ukraine in late February, which resulted in a global oil shock, also fueled inflation higher. With inflation proving to be less fleeting than originally anticipated, the Fed moved to aggressively hike rates and tighten financial conditions. Consequently, recession fears have intensified given the Fed's path to a soft landing has narrowed.

The equity market selloff during the first half of 2022 and elevated recession fears are undoubtably unsettling for many market participants. However, it is worth reflecting over the past two years and acknowledging how the unprecedented level of liquidity injected into the economy impacted equity market returns. The market recovered much faster from the pandemic-induced market bottom relative to past drawdowns. While it was necessary for Fed officials to intervene at the onset of the pandemic to stabilize the economy, it is also important to recognize that there were unintended consequences as a result of the historic level of liquidity that was ultimately released into the system. Persistent inflation is a key consequence which the Fed admittedly underestimated, and it was further exacerbated by an accommodative fiscal policy response. Arguably, the "sticky" inflation has multiple root causes that cannot entirely be addressed with monetary policy (e.g., supply chain challenges and geopolitical risks). Nevertheless, the Fed is at a point where it has few avenues — even if it risks a recession — to tame decades-high inflation.

With recession fears elevated, the key question is whether the Fed will once again come to the rescue. After all, that has been the pattern since the global financial crisis of 2008. However, the recent selloff may suggest that the market is convinced that a Fed pivot is not in the playbook unless inflation moderates. Until there is further evidence that inflation is under control and recession fears are receding, equity market volatility is likely to remain elevated.

How did Victory Sycamore Small Company Opportunity Fund (the "Fund") perform during the reporting period?

The Fund returned -10.95% (Class A at net asset value) for the eight-month period ended June 30, 2022, outperforming the Russell 2000^® Value Index (the "Index"), which returned -16.88% for the period.

What strategies did you employ during the reporting period?

The investment team employs a disciplined, bottom-up, fundamental process to invest in better businesses that trade at a discount to the team's estimate of intrinsic value and possess fundamental drivers that will narrow the valuation gap. By investing in businesses that exhibit these attributes, we seek to minimize downside risk without sacrificing the upside potential.

8

Victory Sycamore Small Company Opportunity Fund

Managers' Commentary (continued)

During the eight-month period, both stock selection and sector allocation were favorable, with stock selection having a larger impact on relative outperformance. Sector weighting is a by-product of the bottom-up security selection process and not a result of top-down tactical decisions. Index returns were negative across eight of the 11 major economic sectors and varied widely, with five sectors outpacing the broader Russell 2000^® Value Index. Energy was the top-performing sector, posting a return of 11.11%. By contrast, Communication Services was the worst-performing sector and significantly lagged the Index, returning -38.20%.

Specifically, for the Fund, stock selection in the Consumer Discretionary, Materials, Financials, Information Technology, Real Estate, Health Care, and Industrials sectors contributed to relative outperformance. However, an overweight in the Information Technology sector partially offset the favorable impact of selection in the sector. An underweight in the two worst-performing sectors, Health Care and Communication Services, also contributed to relative return. Additionally, the Fund's cash position during the period was favorable. Conversely, an underweight in the two top-performing sectors, Energy and Utilities, detracted from relative return for the period. Stock selection in the Consumer Staples sector was also unfavorable; however, an overweight in the sector partially offset the impact from stock selection.

9

Victory Sycamore Small Company Opportunity Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

	Class A						Class I			Class R			Class R6			Class Y
INCEPTION DATE	3/26/99						8/31/07			8/16/83			12/14/15			1/28/13
	Net Asset Value			Maximum Offering Price			Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			Russell 2000® Value Index1
One Year		–9.11	%		–14.33	%		–8.78	%		–9.25	%		–8.73	%		–8.81	%		–16.28	%
Five Year		7.45	%		6.19	%		7.82	%		7.25	%		7.86	%		7.68	%		4.89	%
Ten Year		10.86	%		10.21	%		11.23	%		10.63	%		N/A			N/A			9.05	%
Since Inception		N/A			N/A			N/A			N/A			10.64	%		10.29	%		N/A

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

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

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

Victory Sycamore Small Company Opportunity Fund — Growth of $10,000

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

The graph reflects investment of growth of a hypothetical $10,000 investment in 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.

10

Victory Portfolios
Victory Sycamore Established Value Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital growth by investing primarily in common stocks.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Alleghany Corp.	2.7	%
Sysco Corp.	2.5	%
Xcel Energy, Inc.	1.8	%
Alliant Energy Corp.	1.8	%
Quest Diagnostics, Inc.	1.8	%
The Progressive Corp.	1.8	%
Tyson Foods, Inc., Class A	1.7	%
American Financial Group, Inc.	1.7	%
Zions Bancorp NA	1.7	%
Genpact Ltd.	1.7	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

11

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund June 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Independent Bank Corp.	1.8	%
SouthState Corp.	1.7	%
UMB Financial Corp.	1.6	%
Bank of Hawaii Corp.	1.6	%
EMCOR Group, Inc.	1.5	%
Applied Industrial Technologies, Inc.	1.5	%
PDC Energy, Inc.	1.4	%
Performance Food Group Co.	1.4	%
Corporate Office Properties Trust	1.4	%
Werner Enterprises, Inc.	1.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

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

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

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

12

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.3%)
Communication Services (1.0%):
Live Nation Entertainment, Inc. (a)		1,840,000	$	151,947
Consumer Discretionary (9.2%):
Aptiv PLC (a)		1,695,000		150,974
BorgWarner, Inc.		7,115,000		237,428
Hilton Worldwide Holdings, Inc.		1,658,600		184,834
Newell Brands, Inc.		9,847,200		187,491
Ross Stores, Inc.		3,153,000		221,435
VF Corp.		3,485,000		153,932
Yum! Brands, Inc.		2,210,000		250,857
				1,386,951
Consumer Staples (5.1%):
Archer-Daniels-Midland Co.		1,850,000		143,560
Sysco Corp.		4,407,000		373,317
Tyson Foods, Inc., Class A		3,037,600		261,416
				778,293
Energy (3.6%):
Coterra Energy, Inc.		8,942,400		230,624
Devon Energy Corp.		3,250,000		179,108
Valero Energy Corp.		1,295,000		137,633
				547,365
Financials (17.0%):
Alleghany Corp. (a)		494,000		411,551
American Financial Group, Inc.		1,880,000		260,963
Everest Re Group Ltd.		615,000		172,372
Huntington Bancshares, Inc.		12,400,000		149,172
Old Republic International Corp.		7,666,600		171,425
Prosperity Bancshares, Inc.		3,095,000		211,296
The Allstate Corp.		1,336,200		169,336
The Bank of New York Mellon Corp.		5,735,000		239,207
The Progressive Corp.		2,301,700		267,619
W.R. Berkley Corp.		3,670,000		250,514
Zions Bancorp NA		5,100,000		259,590
				2,563,045
Health Care (5.4%):
Hologic, Inc. (a)		2,455,500		170,166
Molina Healthcare, Inc. (a)		561,900		157,113
Quest Diagnostics, Inc.		2,015,000		267,955
The Cooper Cos., Inc.		720,000		225,446
				820,680
Industrials (20.5%):
AGCO Corp.		1,860,000		183,582
Alaska Air Group, Inc. (a)		4,370,000		175,019

See notes to financial statements.

13

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hubbell, Inc.		1,400,000	$	250,012
J.B. Hunt Transport Services, Inc.		845,000		133,062
Landstar System, Inc.		1,130,000		164,325
Leidos Holdings, Inc.		2,450,000		246,739
Lincoln Electric Holdings, Inc.		1,230,000		151,733
ManpowerGroup, Inc.		1,730,000		132,189
Oshkosh Corp.		1,910,000		156,887
Owens Corning		1,845,000		137,102
Parker-Hannifin Corp.		903,600		222,331
Republic Services, Inc.		1,195,000		156,390
Textron, Inc.		4,120,000		251,608
The Middleby Corp. (a)		1,695,000		212,485
The Toro Co.		3,055,000		231,538
United Rentals, Inc. (a)		560,000		136,030
Xylem, Inc.		1,963,900		153,538
				3,094,570
Information Technology (11.5%):
Amphenol Corp., Class A		3,300,000		212,454
DXC Technology Co. (a)		5,520,000		167,311
Flex Ltd. (a)		14,750,000		213,433
Genpact Ltd.		6,038,900		255,808
Global Payments, Inc.		1,850,000		204,684
Hewlett Packard Enterprise Co.		11,195,600		148,454
Maximus, Inc. (b)		3,500,000		218,785
MKS Instruments, Inc.		1,770,900		181,747
Motorola Solutions, Inc.		669,500		140,327
				1,743,003
Materials (11.1%):
AptarGroup, Inc.		1,684,900		173,899
Avery Dennison Corp.		1,490,000		241,186
Corteva, Inc.		2,930,000		158,630
International Flavors & Fragrances, Inc.		1,005,000		119,716
Packaging Corp. of America		1,825,000		250,937
Reliance Steel & Aluminum Co.		1,220,000		207,229
RPM International, Inc.		2,035,000		160,195
Steel Dynamics, Inc.		2,585,000		170,998
Westlake Corp.		1,937,000		189,865
				1,672,655
Real Estate (8.3%):
Alexandria Real Estate Equities, Inc.		1,745,000		253,077
American Homes 4 Rent, Class A		4,730,000		167,631
Camden Property Trust		994,700		133,767
Equity LifeStyle Properties, Inc.		3,265,000		230,085
Lamar Advertising Co., Class A		2,609,600		229,567
National Retail Properties, Inc.		5,570,000		239,510
				1,253,637

See notes to financial statements.

14

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

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (3.6%):
Alliant Energy Corp.		4,625,000	$	271,071
Xcel Energy, Inc.		3,925,000		277,733
				548,804
Total Common Stocks (Cost $12,583,680)				14,560,950
Exchange-Traded Funds (1.2%)
iShares Russell Mid-Cap Value ETF (c)		1,800,000		182,826
Total Exchange-Traded Funds (Cost $140,770)				182,826
Collateral for Securities Loaned (0.0%)^(d)
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (e)		6,484		7
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (e)		3,236		3
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (e)		40,358		40
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (e)		25,802		26
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (e)		17,207		17
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (e)		116,010		116
Total Collateral for Securities Loaned (Cost $209)				209
Total Investments (Cost $12,724,659) — 97.5%				14,743,985
Other assets in excess of liabilities — 2.5%				379,436
NET ASSETS — 100.00%			$	15,123,421

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Affiliated security (See Note 9 in the Notes to Financial Statements).

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

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

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

15

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (96.6%)
Aerospace & Defense (1.9%):
Hexcel Corp.		1,438,000	$	75,222
Mercury Systems, Inc. (a)		570,000		36,668
				111,890
Air Freight & Logistics (1.6%):
Forward Air Corp.		445,100		40,932
Hub Group, Inc., Class A (a)		780,000		55,333
				96,265
Building Products (1.9%):
Gibraltar Industries, Inc. (a)		930,000		36,038
UFP Industries, Inc.		1,130,000		76,998
				113,036
Commercial Services & Supplies (3.7%):
ABM Industries, Inc.		1,220,000		52,972
McGrath RentCorp		805,000		61,180
UniFirst Corp.		305,000		52,515
Viad Corp. (a) (b)		1,770,763		48,891
				215,558
Communication Services (0.8%):
The EW Scripps Co., Class A (a) (b)		3,948,000		49,232
Construction & Engineering (3.2%):
Comfort Systems USA, Inc.		540,000		44,901
EMCOR Group, Inc.		885,000		91,120
MYR Group, Inc. (a)		366,000		32,255
Valmont Industries, Inc.		92,000		20,666
				188,942
Consumer Discretionary (8.3%):
Carter's, Inc.		690,200		48,645
Choice Hotels International, Inc.		273,800		30,564
Citi Trends, Inc. (a) (b) (c)		720,000		17,028
Columbia Sportswear Co.		719,300		51,488
Helen of Troy Ltd. (a)		210,000		34,106
Hyatt Hotels Corp., Class A (a)		620,000		45,824
LCI Industries		380,000		42,514
Mattel, Inc. (a)		3,535,000		78,937
Murphy USA, Inc.		167,000		38,889
Signet Jewelers Ltd. (c)		664,900		35,546
Visteon Corp. (a)		656,000		67,949
				491,490
Consumer Staples (4.8%):
Central Garden & Pet Co., Class A (a)		904,600		36,193
Ingredion, Inc.		825,000		72,732
Lancaster Colony Corp.		302,100		38,904

See notes to financial statements.

16

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Performance Food Group Co. (a)		1,810,000	$	83,224
Spectrum Brands Holdings, Inc.		635,000		52,083
				283,136
Energy (3.9%):
Delek U.S. Holdings, Inc. (a)		2,535,000		65,505
Helix Energy Solutions Group, Inc. (a)		5,030,000		15,593
Magnolia Oil & Gas Corp., Class A		2,995,000		62,865
PDC Energy, Inc.		1,357,300		83,623
				227,586
Financials (16.9%):
AMERISAFE, Inc. (b)		985,000		51,230
Bank of Hawaii Corp.		1,230,300		91,534
Cohen & Steers, Inc.		785,400		49,944
Eagle Bancorp, Inc.		985,000		46,699
First American Financial Corp.		871,400		46,114
Independent Bank Corp.		1,350,000		107,231
Lakeland Financial Corp.		671,900		44,628
Pinnacle Financial Partners, Inc.		505,000		36,517
Renasant Corp.		1,515,000		43,647
Ryan Specialty Holdings, Inc., Class A (a) (c)		1,160,000		45,460
Safety Insurance Group, Inc.		316,059		30,689
Selective Insurance Group, Inc.		725,000		63,031
SouthState Corp.		1,270,000		97,981
Stewart Information Services Corp.		715,000		35,571
The Hanover Insurance Group, Inc.		345,000		50,456
UMB Financial Corp.		1,067,100		91,877
Wintrust Financial Corp.		805,800		64,585
				997,194
Health Care (3.8%):
AngioDynamics, Inc. (a) (b)		2,085,000		40,345
Chemed Corp.		127,000		59,613
Hanger, Inc. (a) (b)		2,570,000		36,802
Integer Holdings Corp. (a)		601,304		42,488
Natus Medical, Inc. (a)		1,350,000		44,239
				223,487
Information Technology (10.9%):
Advanced Energy Industries, Inc.		695,000		50,721
Avnet, Inc.		1,510,000		64,749
Belden, Inc.		1,127,300		60,051
Cognyte Software Ltd. (a)		3,179,800		13,514
Cohu, Inc. (a)		2,071,300		57,479
Fabrinet (a)		631,000		51,174
Kulicke & Soffa Industries, Inc. (c)		1,172,100		50,178
Littelfuse, Inc.		218,800		55,584
Maximus, Inc.		660,000		41,257
NETGEAR, Inc. (a) (b)		2,120,000		39,262
Plexus Corp. (a)		585,000		45,922

See notes to financial statements.

17

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ScanSource, Inc. (a) (b)		1,400,000	$	43,596
Verint Systems, Inc. (a)		1,640,000		69,454
				642,941
Machinery (7.1%):
Alamo Group, Inc.		485,000		56,468
Altra Industrial Motion Corp.		1,290,000		45,472
Astec Industries, Inc.		1,065,000		43,431
Columbus McKinnon Corp.		940,000		26,668
Crane Holdings Co.		570,000		49,909
Hillenbrand, Inc.		1,010,000		41,370
Kennametal, Inc.		1,614,000		37,493
Mueller Industries, Inc.		985,000		52,491
The Manitowoc Co., Inc. (a)		1,185,000		12,478
Watts Water Technologies, Inc., Class A		419,000		51,470
				417,250
Materials (8.6%):
Cabot Corp.		550,000		35,084
Eagle Materials, Inc.		385,000		42,327
Innospec, Inc.		692,000		66,287
Kaiser Aluminum Corp.		720,000		56,945
Minerals Technologies, Inc.		780,000		47,845
Silgan Holdings, Inc.		1,830,000		75,670
Sonoco Products Co.		1,370,000		78,145
TriMas Corp. (b)		2,235,000		61,887
Worthington Industries, Inc.		950,000		41,895
				506,085
Professional Services (3.4%):
CBIZ, Inc. (a)		1,370,000		54,745
ICF International, Inc.		725,000		68,875
Korn Ferry		487,600		28,290
ManTech International Corp., Class A		475,000		45,339
				197,249
Real Estate (7.7%):
Apple Hospitality REIT, Inc.		5,029,600		73,784
Colliers International Group, Inc.		425,000		46,627
Corporate Office Properties Trust		3,110,000		81,451
Cushman & Wakefield PLC (a)		3,125,000		47,625
First Industrial Realty Trust, Inc.		1,045,000		49,616
Four Corners Property Trust, Inc.		2,914,700		77,502
Rayonier, Inc.		2,000,000		74,760
				451,365
Road & Rail (2.5%):
Marten Transport Ltd.		4,000,000		67,280
Werner Enterprises, Inc.		2,055,000		79,200
				146,480

See notes to financial statements.

18

Victory Portfolios
Victory Sycamore Small Company Opportunity Fund Schedule of Portfolio Investments — continued
June 30, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Trading Companies & Distributors (2.3%):
Applied Industrial Technologies, Inc.		910,000	$	87,515
Core & Main, Inc., Class A (a) (c)		2,240,000		49,952
				137,467
Utilities (3.3%):
ALLETE, Inc.		785,000		46,142
MGE Energy, Inc.		601,700		46,831
NorthWestern Corp.		885,000		52,153
ONE Gas, Inc.		590,000		47,902
				193,028
Total Common Stocks (Cost $5,148,800)				5,689,681
Exchange-Traded Funds (0.7%)
iShares Russell 2000 Value ETF (c)		320,000		43,568
Total Exchange-Traded Funds (Cost $36,379)				43,568
Collateral for Securities Loaned (0.9%)^
BlackRock Liquidity Funds TempFund, Institutional Shares, 1.47% (d)		1,616,478		1,617
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 1.42% (d)		806,702		807
HSBC U.S. Government Money Market Fund, I Shares, 1.46% (d)		10,061,203		10,061
JPMorgan Prime Money Market Fund, Capital Shares, 1.50% (d)		6,432,395		6,432
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 1.39% (d)		4,289,681		4,290
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 1.53% (d)		28,921,301		28,921
Total Collateral for Securities Loaned (Cost $52,128)				52,128
Total Investments (Cost $5,237,307) — 98.2%				5,785,377
Other assets in excess of liabilities — 1.8%				104,571
NET ASSETS — 100.00%			$	5,889,948

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Affiliated security (See Note 9 in the Notes to Financial Statements).

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

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

ETF — Exchange-Traded Fund

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

19

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Sycamore Established Value Fund			Victory Sycamore Small Company Opportunity Fund
Assets:
Affiliated investments, at value (Cost $225,368 and $466,081)	$	218,785		$	388,273
Unaffiliated investments, at value (Cost $12,499,291 and $4,771,226)		14,525,200	(a)		5,397,104	(b)
Cash		339,085			169,372
Receivables:
Interest and dividends		23,304			4,549
From affiliate on interfund lending		18,261			—
Capital shares issued		19,904			15,322
Investments sold		145,712			16,207
From Adviser		—	(c)		—
Prepaid expenses		268			89
Total Assets		15,290,519			5,990,916
Liabilities:
Payables:
Collateral received on loaned securities		209			52,128
Investments purchased		142,068			35,778
Capital shares redeemed		15,516			7,823
Accrued expenses and other payables:
Investment advisory fees		5,846			3,785
Administration fees		710			273
Custodian fees		117			47
Transfer agent fees		1,189			399
Compliance fees		10			4
Trustees' fees		161			62
12b-1 fees		342			76
Other accrued expenses		930			593
Total Liabilities		167,098			100,968
Net Assets:
Capital		12,360,252			5,081,376
Total accumulated earnings/(loss)		2,763,169			808,572
Net Assets	$	15,123,421		$	5,889,948
Net Assets
Class A	$	1,538,933		$	329,556
Class C		55,720			—
Class I		4,801,212			3,211,022
Class R		780,556			209,007
Class R6		7,357,481			2,116,606
Class Y		589,519			23,757
Total	$	15,123,421		$	5,889,948
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		35,045			7,394
Class C		1,305			—
Class I		109,258			71,002
Class R		18,078			5,114
Class R6		167,355			46,882
Class Y		13,416			530
Total		344,457			130,922

(continues on next page)

See notes to financial statements.

20

Victory Portfolios Statements of Assets and Liabilities
June 30, 2022

(Amounts in Thousands, Except Per Share Amounts)  (continued)

	Victory Sycamore Established Value Fund			Victory Sycamore Small Company Opportunity Fund
Net asset value, offering (except Class A) and redemption price per share: (d)
Class A	$	43.91		$	44.57
Class C		42.71			—
Class I		43.94			45.22
Class R		43.18			40.87
Class R6		43.96			45.15
Class Y		43.94			44.86
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	$	46.59		$	47.29

(a)  Includes $203 of securities on loan.

(b)  Includes $50,555 of securities on loan.

(c)  Rounds to less than $1 thousand.

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

See notes to financial statements.

21

Victory Portfolios Statements of Operations

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Sycamore Established Value Fund					Victory Sycamore Small Company Opportunity Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021		Eight Months Ended June 30, 2022			Year Ended October 31, 2021
Investment Income:
Dividends from affiliated investments	$	2,713		$	—	$	5,193		$	8,599
Dividends from unaffiliated investments		263,557			323,284		58,872			77,696
Interest from unaffiliated investments		188			89		82			31
Interfund lending		25			21		—			—
Securities lending (net of fees)		1			629		115			55
Foreign tax withholding		—			—		(18	)		—
Total Income		266,484			324,023		64,244			86,381
Expenses:
Investment advisory fees		49,720			65,951		34,114			50,300
Administration fees		5,944			8,152		2,433			3,715
Sub-Administration fees		11			17		11			17
12b-1 fees — Class A		2,875			4,347		646			1,057
12b-1 fees — Class C		428			671		—			—
12b-1 fees — Class R		2,962			4,338		807			1,274
Custodian fees		467			615		195			282
Transfer agent fees — Class A		1,313			2,029		402			657
Transfer agent fees — Class C		46			72		—			—
Transfer agent fees — Class I		1,862			2,542		1,305			1,970
Transfer agent fees — Class R		456			719		135			199
Transfer agent fees — Class R6		155			253		30			39
Transfer agent fees — Class Y		459			628		17			31
Trustees' fees		605			903		251			413
Compliance fees		79			106		33			49
Legal and audit fees		405			519		170			240
State registration and filing fees		222			299		119			150
Other expenses		1,261			1,165		736			708
Total Expenses		69,270			93,326		41,404			61,101
Net Investment Income (Loss)		197,214			230,697		22,840			25,280
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated investment securities		—			—		(2,139	)		4,984
Net realized gains (losses) from unaffiliated investment securities		807,625			1,200,711		298,888			861,108
Net realized gains (losses) from in-kind redemptions		—			—		—			25,718
Net change in unrealized appreciation/ depreciation on affiliated investment securities		(72,994	)		—		(150,998	)		60,210
Net change in unrealized appreciation/ depreciation on unaffiliated investment securities		(2,219,306	)		4,048,780		(899,011	)		1,441,199
Net realized/unrealized gains (losses) on investments		(1,484,675	)		5,249,491		(753,260	)		2,393,219
Change in net assets resulting from operations	$	(1,287,461	)	$	5,480,188	$	(730,420	)	$	2,418,499

See notes to financial statements.

22

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  

	Victory Sycamore Established Value Fund									Victory Sycamore Small Company Opportunity Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020			Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	197,214		$	230,697		$	168,869		$	22,840		$	25,280		$	35,573
Net realized gains (losses)		807,625			1,200,711			591,933			296,749			891,810			31,757
Net change in unrealized appreciation/depreciation		(2,292,300	)		4,048,780			(1,316,124	)		(1,050,009	)		1,501,409			(680,021	)
Change in net assets resulting from operations		(1,287,461	)		5,480,188			(555,322	)		(730,420	)		2,418,499			(612,691	)
Distributions to Shareholders:
Class A		(133,887	)		(82,155	)		(103,792	)		(47,738	)		(2,698	)		(22,491	)
Class C		(4,853	)		(2,825	)		(4,182	)		—			—			—
Class I		(417,771	)		(215,656	)		(218,171	)		(441,801	)		(30,516	)		(243,950	)
Class R		(70,658	)		(38,781	)		(46,556	)		(31,189	)		(1,442	)		(14,387	)
Class R6		(605,531	)		(304,092	)		(308,392	)		(301,383	)		(20,349	)		(15,900	)
Class Y		(65,807	)		(38,108	)		(42,591	)		(3,832	)		(228	)		(1,835	)
Change in net assets resulting from distributions to shareholders		(1,298,507	)		(681,617	)		(723,684	)		(825,943	)		(55,233	)		(298,563	)
Change in net assets resulting from capital transactions		1,178,947			1,258,292			124,104			372,862			(135,276	)		133,993
Change in net assets		(1,407,021	)		6,056,863			(1,154,902	)		(1,183,501	)		2,227,990			(777,261	)
Net Assets:
Beginning of period		16,530,442			10,473,579			11,628,481			7,073,449			4,845,459			5,622,720
End of period	$	15,123,421		$	16,530,442		$	10,473,579		$	5,889,948		$	7,073,449		$	4,845,459

(continues on next page)

See notes to financial statements.

23

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  (continued)

	Victory Sycamore Established Value Fund									Victory Sycamore Small Company Opportunity Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020			Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Capital Transactions:
Class A
Proceeds from shares issued	$	245,246		$	316,369		$	323,380		$	44,532		$	91,245		$	93,340
Distributions reinvested		113,795			69,394			87,261			39,941			2,255			18,989
Cost of shares redeemed		(340,316	)		(578,155	)		(638,669	)		(90,673	)		(161,535	)		(155,298	)
Total Class A	$	18,725		$	(192,392	)	$	(228,028	)	$	(6,200	)	$	(68,035	)	$	(42,969	)
Class C
Proceeds from shares issued	$	592		$	1,691		$	1,281		$	—		$	—		$	—
Distributions reinvested		4,723			2,735			3,900			—			—			—
Cost of shares redeemed		(7,323	)		(14,289	)		(20,288	)		—			—			—
Total Class C	$	(2,008	)	$	(9,863	)	$	(15,107	)	$	—		$	—		$	—
Class I
Proceeds from shares issued	$	766,087		$	1,448,698		$	1,126,708		$	369,880		$	753,269		$	1,115,785
Distributions reinvested		353,839			184,882			186,353			415,540			28,267			227,267
Cost of shares redeemed		(808,277	)		(1,151,120	)		(1,094,095	)		(579,228	)		(917,576	)		(2,509,736	)
Total Class I	$	311,649		$	482,460		$	218,966		$	206,192		$	(136,040	)	$	(1,166,684	)
Class R
Proceeds from shares issued	$	111,462		$	184,333		$	102,944		$	23,918		$	45,316		$	43,209
Distributions reinvested		69,760			38,246			45,322			30,913			1,426			13,958
Cost of shares redeemed		(197,799	)		(206,480	)		(246,422	)		(45,240	)		(83,973	)		(89,785	)
Total Class R	$	(16,577	)	$	16,099		$	(98,156	)	$	9,591		$	(37,231	)	$	(32,618	)
Class R6
Proceeds from shares issued	$	1,550,645		$	2,058,418		$	1,467,343		$	470,668		$	696,838		$	1,529,209
Distributions reinvested		593,853			298,880			301,095			289,072			19,320			15,321
Cost of shares redeemed		(1,107,054	)		(1,400,472	)		(1,544,569	)		(593,800	)		(617,635	)		(158,934	)
Total Class R6	$	1,037,444		$	956,826		$	223,869		$	165,940		$	98,523		$	1,385,596
Class Y
Proceeds from shares issued	$	179,349		$	367,701		$	286,306		$	3,483		$	15,804		$	10,492
Distributions reinvested		61,791			36,208			38,649			3,515			207			831
Cost of shares redeemed		(411,426	)		(398,747	)		(302,395	)		(9,659	)		(8,504	)		(20,655	)
Total Class Y	$	(170,286	)	$	5,162		$	22,560		$	(2,661	)	$	7,507		$	(9,332	)
Change in net assets resulting from capital transactions	$	1,178,947		$	1,258,292		$	124,104		$	372,862		$	(135,276	)	$	133,993

(continues on next page)

See notes to financial statements.

24

Victory Portfolios Statements of Change in Net Assets

(Amounts in Thousands)  (continued)

	Victory Sycamore Established Value Fund									Victory Sycamore Small Company Opportunity Fund
	Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020			Eight Months Ended June 30, 2022			Year Ended October 31, 2021			Year Ended October 31, 2020
Share Transactions:
Class A
Issued		5,021			6,696			9,415			885			1,750			2,491
Reinvested		2,352			1,666			2,275			797			49			420
Redeemed		(6,968	)		(12,340	)		(18,025	)		(1,799	)		(3,154	)		(4,039	)
Total Class A		405			(3,978	)		(6,335	)		(117	)		(1,355	)		(1,128	)
Class C
Issued		13			37			37			—			—			—
Reinvested		100			69			102			—			—			—
Redeemed		(155	)		(315	)		(602	)		—			—			—
Total Class C		(42	)		(209	)		(463	)		—			—			—
Class I
Issued		15,699			30,624			32,071			7,249			14,282			29,815
Reinvested		7,313			4,393			4,896			8,163			605			4,969
Redeemed		(16,639	)		(24,567	)		(31,823	)		(11,418	)		(17,329	)		(65,620	)
Total Class I		6,373			10,450			5,144			3,994			(2,442	)		(30,836	)
Class R
Issued		2,308			4,046			3,001			517			918			1,236
Reinvested		1,466			935			1,194			673			33			333
Redeemed		(4,128	)		(4,524	)		(7,057	)		(982	)		(1,751	)		(2,499	)
Total Class R		(354	)		457			(2,862	)		208			(800	)		(930	)
Class R6
Issued		31,742			43,452			42,781			9,073			12,955			40,067
Reinvested		12,274			7,091			7,945			5,687			414			335
Redeemed		(22,709	)		(30,224	)		(43,689	)		(11,893	)		(11,730	)		(4,097	)
Total Class R6		21,307			20,319			7,037			2,867			1,639			36,305
Class Y
Issued		3,648			7,724			8,117			69			320			256
Reinvested		1,275			861			1,018			70			4			18
Redeemed		(8,422	)		(8,452	)		(8,786	)		(194	)		(160	)		(536	)
Total Class Y		(3,499	)		133			349			(55	)		164			(262	)
Change in Shares		24,190			27,172			2,870			6,897			(2,794	)		3,149

See notes to financial statements.

25

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Sycamore Established Value Fund
Class A
Eight Months Ended June 30, 2022 (f)	$	51.62		0.49			(4.29	)		(3.80	)		(0.60	)		(3.31	)
Year Ended October 31: 2021	$	35.75		0.62			17.44			18.06			(0.52	)		(1.67	)
2020	$	40.09		0.48			(2.44	)		(1.96	)		(0.48	)		(1.90	)
2019	$	39.52		0.40			3.61			4.01			(0.39	)		(3.05	)
2018	$	40.01		0.35			0.48			0.83			(0.33	)		(0.99	)
2017	$	33.82		0.22			6.53			6.75			(0.21	)		(0.35	)
Class C
Eight Months Ended June 30, 2022 (f)	$	50.28		0.24			(4.16	)		(3.92	)		(0.34	)		(3.31	)
Year Ended October 31: 2021	$	34.89		0.26			17.00			17.26			(0.20	)		(1.67	)
2020	$	39.16		0.20			(2.35	)		(2.15	)		(0.22	)		(1.90	)
2019	$	38.69		0.11			3.53			3.64			(0.12	)		(3.05	)
2018	$	39.22		0.03			0.46			0.49			(0.03	)		(0.99	)
2017	$	33.26		(0.09	)		6.44			6.35			(0.04	)		(0.35	)
Class I
Eight Months Ended June 30, 2022 (f)	$	51.66		0.60			(4.30	)		(3.70	)		(0.71	)		(3.31	)
Year Ended October 31: 2021	$	35.77		0.77			17.44			18.21			(0.65	)		(1.67	)
2020	$	40.12		0.59			(2.45	)		(1.86	)		(0.59	)		(1.90	)
2019	$	39.55		0.52			3.62			4.14			(0.52	)		(3.05	)
2018	$	40.04		0.47			0.48			0.95			(0.45	)		(0.99	)
2017	$	33.83		0.32			6.56			6.88			(0.32	)		(0.35	)
Class R
Eight Months Ended June 30, 2022 (f)	$	50.81		0.42			(4.21	)		(3.79	)		(0.53	)		(3.31	)
Year Ended October 31: 2021	$	35.23		0.52			17.16			17.68			(0.43	)		(1.67	)
2020	$	39.54		0.40			(2.40	)		(2.00	)		(0.41	)		(1.90	)
2019	$	39.03		0.31			3.57			3.88			(0.32	)		(3.05	)
2018	$	39.54		0.26			0.48			0.74			(0.26	)		(0.99	)
2017	$	33.43		0.14			6.46			6.60			(0.14	)		(0.35	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

26

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sycamore Established Value Fund
Class A
Eight Months Ended June 30, 2022 (f)		(3.91	)	$	43.91		(7.99	)%		0.90	%		1.52	%		0.90	%	$	1,538,933		24	%
Year Ended October 31: 2021		(2.19	)	$	51.62		52.05	%		0.90	%		1.32	%		0.90	%	$	1,788,115		32	%
2020		(2.38	)	$	35.75		(5.22	)%		0.92	%		1.34	%		0.92	%	$	1,380,509		44	%
2019		(3.44	)	$	40.09		11.96	%		0.92	%		1.06	%		0.92	%	$	1,802,034		34	%
2018		(1.32	)	$	39.52		2.01	%		0.89	%		0.85	%		0.89	%	$	2,008,143		36	%
2017		(0.56	)	$	40.01		20.12	%		0.90	%		0.58	%		0.90	%	$	2,386,049		32	%
Class C
Eight Months Ended June 30, 2022 (f)		(3.65	)	$	42.71		(8.44	)%		1.66	%		0.75	%		1.66	%	$	55,720		24	%
Year Ended October 31: 2021		(1.87	)	$	50.28		50.91	%		1.66	%		0.56	%		1.66	%	$	67,718		32	%
2020		(2.12	)	$	34.89		(5.93	)%		1.69	%		0.58	%		1.69	%	$	54,271		44	%
2019		(3.17	)	$	39.16		11.10	%		1.68	%		0.30	%		1.68	%	$	79,066		34	%
2018		(1.02	)	$	38.69		1.19	%		1.68	%		0.07	%		1.68	%	$	90,128		36	%
2017		(0.39	)	$	39.22		19.20	%		1.70	%		(0.24	)%		1.70	%	$	101,506		32	%
Class I
Eight Months Ended June 30, 2022 (f)		(4.02	)	$	43.94		(7.80	)%		0.58	%		1.84	%		0.58	%	$	4,801,212		24	%
Year Ended October 31: 2021		(2.32	)	$	51.66		52.54	%		0.58	%		1.63	%		0.58	%	$	5,315,482		32	%
2020		(2.49	)	$	35.77		(4.92	)%		0.60	%		1.64	%		0.60	%	$	3,306,226		44	%
2019		(3.57	)	$	40.12		12.31	%		0.60	%		1.37	%		0.60	%	$	3,501,630		34	%
2018		(1.44	)	$	39.55		2.30	%		0.59	%		1.14	%		0.59	%	$	3,509,093		36	%
2017		(0.67	)	$	40.04		20.50	%		0.62	%		0.85	%		0.62	%	$	5,263,053		32	%
Class R
Eight Months Ended June 30, 2022 (f)		(3.84	)	$	43.18		(8.11	)%		1.11	%		1.31	%		1.11	%	$	780,556		24	%
Year Ended October 31: 2021		(2.10	)	$	50.81		51.74	%		1.11	%		1.11	%		1.11	%	$	936,593		32	%
2020		(2.31	)	$	35.23		(5.41	)%		1.12	%		1.14	%		1.12	%	$	633,244		44	%
2019		(3.37	)	$	39.54		11.72	%		1.13	%		0.84	%		1.13	%	$	823,796		34	%
2018		(1.25	)	$	39.03		1.80	%		1.10	%		0.65	%		1.10	%	$	897,277		36	%
2017		(0.49	)	$	39.54		19.89	%		1.10	%		0.38	%		1.10	%	$	1,005,561		32	%

(continues on next page)

See notes to financial statements.

27

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Sycamore Established Value Fund
Class R6
Eight Months Ended June 30, 2022 (f)	$	51.69		0.61		(4.31	)		(3.70	)		(0.72	)		(3.31	)
Year Ended October 31: 2021	$	35.78		0.80		17.45			18.25			(0.67	)		(1.67	)
2020	$	40.13		0.60		(2.45	)		(1.85	)		(0.60	)		(1.90	)
2019	$	39.55		0.52		3.63			4.15			(0.52	)		(3.05	)
2018	$	40.05		0.49		0.48			0.97			(0.48	)		(0.99	)
2017	$	33.85		0.35		6.54			6.89			(0.34	)		(0.35	)
Class Y
Eight Months Ended June 30, 2022 (f)	$	51.66		0.58		(4.30	)		(3.72	)		(0.69	)		(3.31	)
Year Ended October 31: 2021	$	35.76		0.77		17.45			18.22			(0.65	)		(1.67	)
2020	$	40.11		0.58		(2.45	)		(1.87	)		(0.58	)		(1.90	)
2019	$	39.54		0.50		3.63			4.13			(0.51	)		(3.05	)
2018	$	40.04		0.46		0.48			0.94			(0.45	)		(0.99	)
2017	$	33.83		0.31		6.57			6.88			(0.32	)		(0.35	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

28

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sycamore Established Value Fund
Class R6
Eight Months Ended June 30, 2022 (f)		(4.03	)	$	43.96		(7.77	)%		0.54	%		1.88	%		0.54	%	$	7,357,481		24	%
Year Ended October 31: 2021		(2.34	)	$	51.69		52.62	%		0.54	%		1.68	%		0.54	%	$	7,548,781		32	%
2020		(2.50	)	$	35.78		(4.89	)%		0.57	%		1.68	%		0.57	%	$	4,499,129		44	%
2019		(3.57	)	$	40.13		12.35	%		0.58	%		1.38	%		0.58	%	$	4,762,844		34	%
2018		(1.47	)	$	39.55		2.34	%		0.57	%		1.19	%		0.57	%	$	3,822,378		36	%
2017		(0.69	)	$	40.05		20.54	%		0.54	%		0.91	%		0.54	%	$	1,314,843		32	%
Class Y
Eight Months Ended June 30, 2022 (f)		(4.00	)	$	43.94		(7.82	)%		0.61	%		1.77	%		0.61	%	$	589,519		24	%
Year Ended October 31: 2021		(2.32	)	$	51.66		52.49	%		0.61	%		1.62	%		0.61	%	$	873,753		32	%
2020		(2.48	)	$	35.76		(4.92	)%		0.63	%		1.63	%		0.63	%	$	600,200		44	%
2019		(3.56	)	$	40.11		12.28	%		0.63	%		1.32	%		0.63	%	$	659,111		34	%
2018		(1.44	)	$	39.54		2.27	%		0.62	%		1.13	%		0.62	%	$	448,543		36	%
2017		(0.67	)	$	40.04		20.51	%		0.60	%		0.81	%		0.60	%	$	487,044		32	%

See notes to financial statements.

29

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Sycamore Small Company Opportunity Fund
Class A
Eight Months Ended June 30, 2022 (g)	$	56.52		0.06			(5.54	)		(5.48	)		(0.05	)		(6.42	)
Year Ended October 31: 2021	$	37.91		0.04			18.89			18.93			(0.17	)		(0.15	)
2020	$	45.16		0.17			(5.14	)		(4.97	)		(0.20	)		(2.08	)
2019	$	45.91		0.22			4.22			4.44			(0.10	)		(5.09	)
2018	$	48.23		0.22			(0.09	)		0.13			(0.21	)		(2.24	)
2017	$	39.74		0.11			10.44			10.55			(0.12	)		(1.94	)
Class I
Eight Months Ended June 30, 2022 (g)	$	57.31		0.18			(5.63	)		(5.45	)		(0.23	)		(6.41	)
Year Ended October 31: 2021	$	38.40		0.22			19.13			19.35			(0.29	)		(0.15	)
2020	$	45.71		0.31			(5.20	)		(4.89	)		(0.34	)		(2.08	)
2019	$	46.43		0.35			4.28			4.63			(0.26	)		(5.09	)
2018	$	48.75		0.37			(0.09	)		0.28			(0.36	)		(2.24	)
2017	$	40.12		0.25			10.55			10.80			(0.23	)		(1.94	)
Class R
Eight Months Ended June 30, 2022 (g)	$	52.37		—	(f)		(5.08	)		(5.08	)		—			(6.42	)
Year Ended October 31: 2021	$	35.16		(0.05	)		17.52			17.47			(0.11	)		(0.15	)
2020	$	42.05		0.09			(4.76	)		(4.67	)		(0.14	)		(2.08	)
2019	$	43.13		0.13			3.91			4.04			(0.03	)		(5.09	)
2018	$	45.47		0.10			(0.08	)		0.02			(0.12	)		(2.24	)
2017	$	37.59		0.01			9.86			9.87			(0.05	)		(1.94	)
Class R6
Eight Months Ended June 30, 2022 (g)	$	57.22		0.19			(5.60	)		(5.41	)		(0.24	)		(6.42	)
Year Ended October 31: 2021	$	38.37		0.24			19.10			19.34			(0.34	)		(0.15	)
2020	$	45.66		0.19			(5.03	)		(4.84	)		(0.37	)		(2.08	)
2019	$	46.38		0.36			4.28			4.64			(0.27	)		(5.09	)
2018	$	48.69		0.30			—	(f)		0.30			(0.37	)		(2.24	)
2017	$	40.08		0.21			10.58			10.79			(0.24	)		(1.94	)

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

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

(c)  Annualized for periods less than one year.

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

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

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

(g)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

30

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sycamore Small Company Opportunity Fund
Class A
Eight Months Ended June 30, 2022 (g)		(6.47	)	$	44.57		(10.95	)%		1.25	%		0.18	%		1.25	%	$	329,556		22	%
Year Ended October 31: 2021		(0.32	)	$	56.52		50.11	%		1.24	%		0.07	%		1.24	%	$	424,496		41	%
2020		(2.28	)	$	37.91		(11.80	)%		1.26	%		0.43	%		1.26	%	$	336,083		37	%
2019		(5.19	)	$	45.16		12.10	%		1.25	%		0.51	%		1.25	%	$	451,310		34	%
2018		(2.45	)	$	45.91		0.17	%		1.22	%		0.46	%		1.22	%	$	486,622		43	%
2017		(2.06	)	$	48.23		27.02	%		1.23	%		0.25	%		1.23	%	$	603,851		36	%
Class I
Eight Months Ended June 30, 2022 (g)		(6.64	)	$	45.22		(10.75	)%		0.89	%		0.53	%		0.89	%	$	3,211,022		22	%
Year Ended October 31: 2021		(0.44	)	$	57.31		50.66	%		0.89	%		0.41	%		0.89	%	$	3,840,013		41	%
2020		(2.42	)	$	38.40		(11.51	)%		0.93	%		0.78	%		0.93	%	$	2,666,852		37	%
2019		(5.35	)	$	45.71		12.49	%		0.92	%		0.82	%		0.92	%	$	4,584,086		34	%
2018		(2.60	)	$	46.43		0.49	%		0.88	%		0.76	%		0.88	%	$	4,127,411		43	%
2017		(2.17	)	$	48.75		27.44	%		0.90	%		0.56	%		0.90	%	$	4,003,419		36	%
Class R
Eight Months Ended June 30, 2022 (g)		(6.42	)	$	40.87		(11.05	)%		1.42	%		0.00	%		1.42	%	$	209,007		22	%
Year Ended October 31: 2021		(0.26	)	$	52.37		49.85	%		1.42	%		(0.11	)%		1.42	%	$	256,938		41	%
2020		(2.22	)	$	35.16		(11.94	)%		1.44	%		0.25	%		1.44	%	$	200,617		37	%
2019		(5.12	)	$	42.05		11.89	%		1.44	%		0.32	%		1.44	%	$	279,090		34	%
2018		(2.36	)	$	43.13		(0.06	)%		1.44	%		0.23	%		1.44	%	$	286,480		43	%
2017		(1.99	)	$	45.47		26.73	%		1.45	%		0.03	%		1.45	%	$	333,944		36	%
Class R6
Eight Months Ended June 30, 2022 (g)		(6.66	)	$	45.15		(10.72	)%		0.86	%		0.57	%		0.86	%	$	2,116,606		22	%
Year Ended October 31: 2021		(0.49	)	$	57.22		50.71	%		0.85	%		0.44	%		0.85	%	$	2,518,726		41	%
2020		(2.45	)	$	38.37		(11.43	)%		0.86	%		0.48	%		0.86	%	$	1,625,853		37	%
2019		(5.36	)	$	45.66		12.52	%		0.87	%		0.84	%		0.87	%	$	277,218		34	%
2018		(2.61	)	$	46.38		0.52	%		0.87	%		0.62	%		0.87	%	$	195,360		43	%
2017		(2.18	)	$	48.69		27.44	%		0.90	%		0.46	%		0.90	%	$	85,307		36	%

(continues on next page)

See notes to financial statements.

31

Victory Portfolios Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
Victory Sycamore Small Company Opportunity Fund
Class Y
Eight Months Ended June 30, 2022 (f)	$	56.88		0.17		(5.58	)		(5.41	)		(0.19	)		(6.42	)
Year Ended October 31: 2021	$	38.10		0.16		19.00			19.16			(0.23	)		(0.15	)
2020	$	45.39		0.24		(5.16	)		(4.92	)		(0.29	)		(2.08	)
2019	$	46.13		0.30		4.24			4.54			(0.19	)		(5.09	)
2018	$	48.33		0.29		(0.09	)		0.20			(0.16	)		(2.24	)
2017	$	39.84		0.20		10.40			10.60			(0.17	)		(1.94	)

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund's fiscal year-end changed from October 31 to June 30. See Note 1 in the Notes to Financial Statements.

See notes to financial statements.

32

Victory Portfolios Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(b)			Net Expenses(c)(d)			Net Investment Income (Loss)(c)			Gross Expenses(c)(d)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(e)
Victory Sycamore Small Company Opportunity Fund
Class Y
Eight Months Ended June 30, 2022 (f)		(6.61	)	$	44.86		(10.78	)%		0.95	%		0.50	%		0.95	%	$	23,757		22	%
Year Ended October 31: 2021		(0.38	)	$	56.88		50.55	%		0.95	%		0.31	%		0.95	%	$	33,276		41	%
2020		(2.37	)	$	38.10		(11.65	)%		1.08	%		0.62	%		1.08	%	$	16,054		37	%
2019		(5.28	)	$	45.39		12.31	%		1.07	%		0.69	%		1.07	%	$	31,016		34	%
2018		(2.40	)	$	46.13		0.33	%		1.06	%		0.61	%		1.06	%	$	32,592		43	%
2017		(2.11	)	$	48.33		27.10	%		1.15	%		0.45	%		1.25	%	$	35,416		36	%

See notes to financial statements.

33

Victory Portfolios Notes to Financial Statements
June 30, 2022

1. Organization:

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

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

Funds (Legal Name)*	Funds (Short Name)	Investment Share Classes Offered
Victory Sycamore Established Value Fund	Sycamore Established Value Fund	A, C, I, R, R6, and Y
Victory Sycamore Small Company Opportunity Fund	Sycamore Small Company Opportunity Fund	A, I, R, R6, and Y

*  The Funds are generally closed to new investors. The Funds will continue to be available for investment (by direct purchase or exchange) by the following: existing shareholders, investors that purchase shares through certain intermediaries, retirement plans that purchase shares through certain record keepers, and current and retired Fund trustees, officers, employees of Victory Capital Management Inc. ("VCM" or the "Adviser") and affiliated providers, and their family members.

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.

On May 19, 2022, the Board of Trustees (the "Board") of the Trust approved the fiscal year-end change for the Funds from October 31 to June 30. The accompanying financial statements reflect this change in fiscal year-end.

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

2. Significant Accounting Policies:

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

Investment Valuation:

The Funds record investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

34

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

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds' investments are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)

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

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

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

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

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

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

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

	Level 1		Level 2		Level 3		Total
Sycamore Established Value Fund
Common Stocks	$	14,560,950	$	—	$	—	$	14,560,950
Exchange-Traded Funds		182,826		—		—		182,826
Collateral for Securities Loaned		209		—		—		209
Total	$	14,743,985	$	—	$	—	$	14,743,985
Sycamore Small Company Opportunity Fund
Common Stocks	$	5,689,681	$	—	$	—	$	5,689,681
Exchange-Traded Funds		43,568		—		—		43,568
Collateral for Securities Loaned		52,128		—		—		52,128
Total	$	5,785,377	$	—	$	—	$	5,785,377

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

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

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

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

Securities Lending:

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

36

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

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 (amounts in thousands) is a summary of the Funds' securities lending transactions as of June 30, 2022.

	Value of Securities on Loan			Non-Cash Collateral		Cash Collateral
Sycamore Established Value Fund	$	203		$	—	$	209
Sycamore Small Company Opportunity Fund		50,935	(a)		—		52,128

(a)  Includes $380 thousand of securities on loan that were sold prior to June 30, 2022.

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 June 30.

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

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

Allocations:

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

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

3. Purchases and Sales:

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

	Excluding U.S. Government Securities
	Purchases		Sales
Sycamore Established Value Fund	$	3,800,924	$	3,850,670
Sycamore Small Company Opportunity Fund		1,441,413		1,907,892

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

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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

	Adviser Fee Tier Rates
	Up to $100 million			$100 million — $200 million			Over $200 million
Sycamore Established Value Fund		0.65	%		0.55	%		0.45	%
	Up to $500 million						Over $500 million
Sycamore Small Company Opportunity Fund		0.85	%					0.75	%

Amounts incurred and paid to VCM for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II. The tiered rates at which VCM is paid by the Funds are shown in the table below:

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

Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Compliance fees.

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

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 eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as Distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee up to the annual rate shown in the table below:

	Class A			Class C			Class R
Sycamore Established Value Fund		0.25	%		1.00	%		0.50	%
Sycamore Small Company Opportunity Fund		0.25	%		N/A			0.50	%

The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class C, and Class R. Amounts incurred for the eight months ended June 30, 2022, and the year ended October 31, 2021, 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 Class A. For the eight months ended June 30, 2022, the Distributor received approximately $12 thousand from commissions earned in connection with sales of Class A. For the year ended October 31, 2021, the Distributor received approximately $19 thousand 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 eight months ended June 30, 2022, and the year ended October 31, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

The Adviser has entered into expense limitation agreements with the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of June 30, 2022, the expense limits (excluding voluntary waivers) are as follows:

	In effect until February 28, 2023
	Class C			Class Y
Sycamore Established Value Fund		1.84	%		N/A
Sycamore Small Company Opportunity Fund		N/A			1.15	%

Under the terms of the expense limitation agreements, as amended May 1, 2022, the Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser

39

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

of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of June 30, 2022, and October 31, 2021, the Funds had no amounts available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at June 30, 2022, or at October 31, 2021.

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 eight months ended June 30, 2022, or for the year ended October 31, 2021.

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

5. Risks:

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

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

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

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

Mid-Capitalization Stock Risk — Mid-sized companies may be 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.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up

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

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 eight months ended June 30, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from November 1, 2021, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through June 30, 2022, interest was based on the one-month Secured Overnight Financing Rate (SOFR) plus 1.10 percent. Interest charged to each fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the eight months ended June 30, 2022, or during the year ended October 31, 2021.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized this Facility during the eight months ended June 30, 2022, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at June 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Sycamore Established Value Fund	Lender	$	18,261	$	12,581		78		0.97	%	$	59,082

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

The average borrowing or lending for the days outstanding and average interest rate for the Funds that utilized this Facility during the year ended October 31, 2021, were as follows (amounts in thousands):

	Borrower or Lender	Amount Outstanding at October 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Sycamore Established Value Fund	Lender	$	—	$	8,775		151		0.28	%	$	64,000

*  Based on the number of days borrowings were outstanding for the year ended October 31, 2021.

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

7. Federal Income Tax Information:

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

	Declared	Paid
Sycamore Established Value Fund	Quarterly	Quarterly
Sycamore Small Company Opportunity Fund	Annually	Annually

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

As of June 30, 2022, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

	Total Accumulated Earnings/(Loss)			Capital
Sycamore Established Value Fund	$	(50,616	)	$	50,616
Sycamore Small Company Opportunity Fund		(28,053	)		28,053

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

	Eight Months Ended June 30, 2022						Year Ended October 31, 2021
	Distributions Paid From:						Distributions Paid From:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Sycamore Established Value Fund	$	438,661	$	859,846	$	1,298,507	$	248,269	$	433,348	$	681,617
Sycamore Small Company Opportunity Fund		163,598		662,345		825,943		32,840		22,393		55,233

	Year Ended October 31, 2020
	Distributions Paid From:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Sycamore Established Value Fund	$	206,073	$	517,611	$	723,684
Sycamore Small Company Opportunity Fund		73,792		224,771		298,563

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

As of June 30, 2022, the components of accumulated earnings/(loss) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)			Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
Sycamore Established Value Fund	$	75,811	$	704,804	$	(5	)	$	780,610	$	1,982,559	$	2,763,169
Sycamore Small Company Opportunity Fund		14,442		259,637		(4	)		274,075		534,497		808,572

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

As of the eight months ended June 30, 2022, the Funds had no capital loss carryforwards for the federal income tax purposes.

As of June 30, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Sycamore Established Value Fund	$	12,761,426	$	2,841,606	$	(859,047	)	$	1,982,559
Sycamore Small Company Opportunity Fund		5,250,880		949,205		(414,708	)		534,497

8. 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 eight months ended June 30, 2022, were as follows (amounts in thousands):

	Fair Value 10/31/2021		Purchases at Cost		Proceeds from Sales		Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 6/30/2022		Dividend Income
Victory Sycamore Established Value Fund
Maximus, Inc.	$	251,164	$	40,615	$	—	$	—	$	—	$	(72,994	)	$	218,785	$	2,713

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

	Fair Value 10/31/2021		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 6/30/2022		Dividend Income
Sycamore Small Company Opportunity Fund
AMERISAFE, Inc.	$	60,179	$	—	$	(1,433	)	$	(594	)	$	—	$	(6,922	)	$	51,230	$	4,974
AngioDynamics, Inc.*		46,378		13,108		(3,039	)		(172	)		—		(15,930	)		40,345		—
Citi Trends, Inc.		39,879		4,882		—			—			—		(27,733	)		17,028		—
Hanger, Inc.		48,101		820		(922	)		(352	)		—		(10,845	)		36,802		—
NETGEAR, Inc.		56,939		4,900		(769	)		(586	)		—		(21,222	)		39,262		—
ScanSource, Inc.		57,248		—		(7,369	)		811			—		(7,094	)		43,596		—
The E.W. Scripps Co., Class A*		60,822		14,625		(2,888	)		(159	)		—		(23,168	)		49,232		—
TriMas Corp.*		60,697		13,459		(1,830	)		(154	)		—		(10,285	)		61,887		219
Viad Corp.		61,416		17,794		(1,587	)		(933	)		—		(27,799	)		48,891		—
	$	491,659	$	69,588	$	(19,837	)	$	(2,139	)	$	—	$	(150,998	)	$	388,273	$	5,193

*  Securities noted at the beginning of the October 31, 2021, did not meet the affiliated securities definition for the year ended October 31, 2021.

Transactions in affiliated securities during the year ended October 31, 2021, were as follows (amounts in thousands):

	Fair Value 10/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 10/31/2021		Dividend Income
Sycamore Small Company Opportunity Fund
AMERISAFE, Inc.	$	49,538	$	10,432	$	(482	)	$	45		$	—	$	646		$	60,179	$	4,020
Astec Industries, Inc.*		37,744		28,674		(620	)		307			—		(2,049	)		64,056		393
Citi Trends, Inc.		—		26,838		(390	)		228			—		13,203			39,879		—
Hanger, Inc.		39,179		12,428		(4,353	)		590			—		257			48,101		—
Helix Energy Solutions Group, Inc.*		14,980		13,527		(405	)		(126	)		—		2,755			30,731		—
Marten Transport Ltd.*		46,131		20,389		(584	)		179			—		3,232			69,347		4,186
NETGEAR, Inc.		54,958		25,150		(20,979	)		3,336			—		(5,526	)		56,939		—
ScanSource, Inc.		24,596		10,972		(357	)		27			—		22,010			57,248		—
Viad Corp.		20,071		15,835		(570	)		398			—		25,682			61,416		—
	$	287,197	$	164,245	$	(28,740	)	$	4,984		$	—	$	60,210		$	487,896	$	8,599

*  Securities noted as of the year ended October 31, 2021, did not meet the affiliated security definition for the eight months ended June 30, 2022.

44

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 Portfolios comprising the funds listed below (the "Funds"), as of June 30, 2022, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2022, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below, in conformity with accounting principles generally accepted in the United States of America.

Fund Name	Statements of Operations	Statements of Changes in Net Assets	Financial Highlights
Victory Sycamore Established Value Fund and Victory Sycamore Small Company Opportunity Fund	For the eight months ended June 30, 2022, and the year ended October 31, 2021	For the eight months ended June 30, 2022, and the two years ended October 31, 2021 and 2020	For the eight months ended June 30, 2022, and the three years ended October 31, 2021, 2020, and 2019

The Funds' financial highlights for the year ended October 31, 2018 and prior, were audited by other auditors whose report dated December 21, 2018, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022, 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.

45

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

COHEN & COMPANY, LTD.
Cleveland, Ohio
August 26, 2022

46

Victory Portfolios Supplemental Information
June 30, 2022

  (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, their position with the Trust, their commencement of service, their 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 40 portfolios in the Trust, six portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 45 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
David Brooks Adcock, Born October 1951	Trustee	May 2005	Consultant (since 2006).	Chair and Trustee, Turner Funds (December 2016-December 2017).
Nigel D. T. Andrews, Born April 1947	Trustee	August 2002	Retired.	Director, 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,* Born August 1951	Trustee	May 2005	Retired.	None.
Dennis M. Bushe, Born January 1944	Trustee	July 2016	Retired.	None.

47

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
John L. Kelly, Born April 1953	Chair and Trustee	February 2015	Partner, McCarvill Capital Partners (September 2016- September 2017).	Director, Caledonia Mining Corporation (since May 2012).
David L. Meyer, Born April 1957	Trustee	December 2008	Retired.	None.
Gloria S. Nelund, Born May 1961	Trustee	July 2016	Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm.	TriLinc Global Impact Fund, LLC (since 2012).
Leigh A. Wilson, Born December 1944	Trustee	November 1994	Private Investor.	Chair (since 2013), Caledonia Mining Corporation.
Interested Trustee.
David C. Brown,** Born May 1972	Trustee	May 2008	Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc.	Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc.

*  The Board has designated Ms. Beard as its Audit Committee Financial Expert.

**  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.

48

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Officers:

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

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Christopher K. Dyer, Born February 1962	President	February 2006	Director of Mutual Fund Administration, the Adviser (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019).
Scott A. Stahorsky, Born July 1969	Vice President	December 2014	Manager, Fund Administration, the Adviser (since 2015).
Erin G. Wagner, Born February 1974	Secretary*	December 2014-April 2022	Associate General Counsel, the Adviser (2013-2022).
Thomas Dusenberry, Born July 1977	Secretary	May 2022	Manager, Fund Administration, the Adviser (since 2022); 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).
Allan Shaer, Born March 1965	Treasurer	May 2017	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016).
Christopher A. Ponte, Born March 1984	Assistant Treasurer	December 2017	Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018).
Colin Kinney, Born October 1973	Chief Compliance Officer**	July 2017-June 2022	Chief Compliance Officer (2013-2022) and Chief Risk Officer (2009-2017), the Adviser.
Sean Fox, Born September 1976	Chief Compliance Officer	June 2022	Sr. Compliance Officer, the Adviser (since 2019); Compliance Officer, the Adviser (2015-2019).
Chuck Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	May 2015	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

49

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Name and Date of Birth	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Jay G. Baris, Born January 1954	Assistant Secretary	December 1997	Partner, Sidley Austin LLP (since 2020); Partner, Shearman & Sterling LLP (2018-2020); Partner, Morrison & Foerster LLP (2011-2018).

*  On April 27, 2022, Ms. Wagner resigned her position with the Trust.

**  On June 10, 2022, Mr. Kinney resigned his position with the Trust.

50

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

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

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC's website at www.sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2022, through June 30, 2022.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
Sycamore Established Value
Class A	$	1,000.00	$	890.60	$	1,020.33	$	4.22	$	4.51		0.90	%
Class C		1,000.00		887.30		1,016.56		7.77		8.30		1.66	%
Class I		1,000.00		892.00		1,021.92		2.72		2.91		0.58	%
Class R		1,000.00		889.90		1,019.29		5.20		5.56		1.11	%
Class R6		1,000.00		892.20		1,022.12		2.53		2.71		0.54	%
Class Y		1,000.00		892.00		1,021.72		2.91		3.11		0.62	%

51

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

	Beginning Account Value 1/1/22		Actual Ending Account Value 6/30/22		Hypothetical Ending Account Value 6/30/22		Actual Expenses Paid During Period 1/1/22-6/30/22*		Hypothetical Expenses Paid During Period 1/1/22-6/30/22*		Annualized Expense Ratio During Period 1/1/22-6/30/22
Sycamore Small Company Opportunity
Class A	$	1,000.00	$	859.40	$	1,018.60	$	5.76	$	6.26		1.25	%
Class I		1,000.00		861.00		1,020.33		4.15		4.51		0.90	%
Class R		1,000.00		858.80		1,017.70		6.59		7.15		1.43	%
Class R6		1,000.00		861.30		1,020.53		3.97		4.31		0.86	%
Class Y		1,000.00		860.90		1,020.08		4.38		4.76		0.95	%

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

52

Victory Portfolios Supplemental Information — continued
June 30, 2022

  (Unaudited)

Additional Federal Income Tax Information

For the eight months ended June 30, 2022, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Sycamore Established Value Fund		74	%
Sycamore Small Company Opportunity Fund		52	%

Dividends qualified for corporate dividends received deductions of:

	Percent
Sycamore Established Value Fund		73	%
Sycamore Small Company Opportunity Fund		52	%

For the eight months ended June 30, 2022, the following Funds designated short-term capital gain distributions (in thousands):

	Amount
Sycamore Established Value Fund	$	210,674
Sycamore Small Company Opportunity Fund		139,835

For the eight months ended June 30, 2022, the following Funds designated long-term capital gain distributions (in thousands):

	Amount
Sycamore Established Value Fund	$	908,015
Sycamore Small Company Opportunity Fund		691,386

53

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

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

VP-SMF-AR (6/22)

Item 2. Code of Ethics.

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

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

Item 3. Audit Committee Financial Expert.

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

(a)(2) The audit committee financial 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.

	2022		2021
(a) Audit Fees (1)	$	246,800	$	245,500
(b) Audit-Related Fees (2)		0		0
(c) Tax Fees (3)		73,000		76,250
(d) All Other Fees (4)		0		0

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

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

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

(4) For the fiscal years ended June 30, 2022 and June 30, 2021, 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 2022 and 2021 are for recurring tax fees for the preparation of the federal and state tax returns and procedures performed relating to the Registrant’s analysis of complex securities.

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

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

(f) Not applicable.

(g)

2022	$	73,000
2021	$	76,250

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)    Not applicable.

(b)    Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11. Controls and Procedures.

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

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

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

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)     Not applicable.

Item 13. Exhibits.

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

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

(a)(3) Not applicable.

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

SIGNATURES

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

(Registrant)          Victory Portfolios

By (Signature and Title)*	/s/ Allan Shaer
	Allan Shaer, Principal Financial Officer

Date September 01, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Christopher K. Dyer
	Christopher K. Dyer, Principal Executive Officer

Date September 02, 2022

By (Signature and Title)*	/s/ Allan Shaer
	Allan Shaer, Principal Financial Officer

Date September 01, 2022

EX-99.CODE ETH

Exhibit 99.CODEETH 

VICTORY PORTFOLIOS

VICTORY PORTFOLIOS II

VICTORY VARIABLE INSURANCE FUNDS

CODE OF CONDUCT

FOR PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

I. Covered Officers/Purpose of the Code

A.            This Code of Conduct (the “Code”) applies to the Principal Executive Officer and Principal Financial Officer of Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (each a “Trust” and, collectively, the “Trusts”) (the “Covered Officers”), each of whom is set forth in Exhibit A, for the purpose of promoting:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Trusts;

3. Compliance with applicable laws and governmental rules and regulations;

4. The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

5. Accountability for adherence to the Code.

B.            Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest

A. Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Trusts. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his or her position with the Trusts.

Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trusts already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Trusts because of their status as “affiliated persons” of the Trusts. The Trusts’ and their investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise or result from the contractual relationship between the Trusts and the investment adviser and the administrator, whose officers or employees also serve as Covered Officers. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trusts or for the adviser or the administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser, the administrator and the Trusts. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the adviser, the administrator and the Trusts and is consistent with the performance by the Covered Officers of their duties as officers of the Trusts. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by each Trust’s Board of Trustees (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act or the Investment Advisers Act. Section C describes the types of conflicts of interest that are covered under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

B. Obligations of Covered Officers. Each Covered Officer must:

1. Not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trusts whereby the Covered Officer would benefit personally to the detriment of the Trusts;

2. Not cause the Trusts to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trusts;

3. Report at least annually outside business affiliations or other relationships (e.g., officer, director, governor, trustee, part-time employment) other than his or her relationship to the Trusts, the investment adviser and the administrator.

C.             Conflicts of interest. When a Covered Person becomes aware of a situation that could involve a conflict of interest, or that could reasonably be considered an appearance of a conflict of interest, the Covered Person should disclose this matter to the Chief Compliance Officer. For purposes of this Code, the Chief Compliance Officer shall be the Chief Compliance Officer of Victory Capital Management Inc. (“VCM”). Examples of these include:

1. Service as a director on the board of any public or private company;

2. The receipt, as an officer of the Trusts, of any gift in excess of $100;

3. The receipt of any entertainment from any company with which the Trusts have current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

4. Any ownership interest in, or any consulting or employment relationship with, any of the Trusts’ service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof;

5. A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trusts for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

- 2 -

D.                Conflicts of interest not specifically enumerated. It is impractical to attempt to list in this Code all possible situations that could result in a conflict of interest. If a proposed transaction, interest, personal activity, or investment raises any concerns, questions or doubts, a Covered Officer should consult with the Chief Compliance Officer before engaging in such transaction or investment or pursuing such interest or activity. The Chief Compliance Officer shall review the facts and circumstances of the actual or potential conflict of interest in accordance with Section IV of these Procedures.

III. Disclosure and Compliance

A.              Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Trusts.

B.              Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trusts to others, whether within or outside the Trusts, including to the Trusts’ Trustees and auditors, and to governmental regulators and self-regulatory organizations.

C.             Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trusts, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts.

D.             It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

A.            Responsibilities and conduct. Each Covered Officer must:

1. Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the appropriate Board that he or she has received, read, and understands the Code;

2. Annually thereafter affirm to the appropriate Board that he or she has complied with the requirements of the Code;

3. Not retaliate against any other Covered Officer or any employee of the Trusts or their affiliated persons for reports of potential violations that are made in good faith; and

4. Notify the Chief Compliance Officer promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

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B.           Chief Compliance Officer. The Chief Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Based on its review, the Chief Compliance Officer shall advise the Covered Officer that the proposed transaction, investment, interest or activity: (i) would not violate this Code; (ii) would not violate this Code only if conducted in a particular manner and/or subject to certain conditions or safeguards; or (iii) would violate the Code and is, therefore, prohibited.

C.          Waivers. A Covered Officer may request a waiver from a provision of this Code if there is a reasonable likelihood that a contemplated action would not involve an actual conflict of interest that this Code is designed to prevent. The Audit and Risk Oversight Committee of the Board (the “Committee”) shall review and act upon any request for a waiver from any provision of the Code. The Committee shall disclose any waiver from a provision of the Code to the extent required by SEC rules or any other policy of the Trusts or VCM.

D.           Enforcing the Code of Conduct. The Trusts will adhere to the following procedures in investigating and enforcing this Code:

1. The Chief Compliance Officer will take all appropriate action to investigate any potential violations reported to him or her;

2. If, after such investigation, the Chief Compliance Officer believes that no violation has occurred, no further action is required;

3. Any matter that the Chief Compliance Officer believes is a violation shall be reported to the Committee; and

4. If the Committee concurs that a violation has occurred, it will inform the Board and make a recommendation of appropriate courses of action. The Board will consider and take appropriate action regarding the violation. The Board may among other things, notify VCM, the Trust’s administrator, or their Boards of Directors; recommend the assessment of a monetary penalty against the Covered Person; issue a formal written reprimand to, or recommend the dismissal of, the Covered Officer; require additional training by the violator; or recommend modifications to the Trust’s policies and procedures.

V. Other Policies and Procedures

This Code shall be the sole code of conduct adopted by the Trusts for purposes of Section 406   of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies relating to that section. Insofar as other policies or procedures of the Trusts, the Trusts’ investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Codes of Ethics under Rule 17j-1 under the Investment Company Act, and any insider trading policies are separate policies of the Trusts, VCM, any sub-adviser or the principal underwriter that apply to the Covered Officers and others, and are not part of this Code.

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VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act) (the “Independent Trustees”). Any changes to this Code will, to the extent required, will be disclosed as provided by SEC rules.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than officers and Trustees of the Trust, the Trusts’ investment adviser, administrator or sub-administrator, counsel to the Trusts or counsel to the Independent Trustees.

VIII. Internal Use

The Code is intended solely for the internal use by the Trusts and does not constitute an admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.

Adopted: August 5, 2003

Adopted: May 1, 2015 Victory Portfolios II

Amended:	February 22, 2012
	August 20, 2014

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Exhibit A

Persons Covered by this Code of Conduct

Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds

Principal Executive Officer: Christopher K. Dyer, President

Principal Financial Officer: Allan Shaer, Treasurer

As of December 5, 2017

Exhibit B

Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:	/s/ Christopher K. Dyer
Print Name:	Christopher K. Dyer
Date:	02/14/2022

Exhibit B

Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:	/s/ Allan Shaer
Print Name:	Allan Shaer
Date:	02/14/2022

Exhibit C

Annual Certification

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:	/s/ Allan Shaer
Print Name:	Allan Shaer
Date:	02/14/2022

Exhibit C

Annual Certification

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:	/s/ Christopher K. Dyer
Print Name:	Christopher K. Dyer
Date:	02/14/2022

EX-99.CERT

Exhibit 99.CERT

CERTIFICATIONS

I, Christopher K. Dyer, certify that:

1. I have reviewed this report on Form N-CSR of Victory Portfolios (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 01, 2022	/s/ Christopher K. Dyer
Date	Christopher K. Dyer
	Principal Executive Officer

CERTIFICATIONS

I, Allan Shaer, certify that:

1. I have reviewed this report on Form N-CSR of Victory Portfolios (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 01, 2022	/s/ Allan Shaer
Date	Allan Shaer
	Principal Financial Officer

EX-99.906 CERT

Exhibit 99.906CERT

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended June 30, 2022 of Victory Portfolios (the “Registrant”).

I, Christopher K. Dyer, the Principal Executive Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

September 01, 2022

Date

/s/ Christopher K. Dyer

Christopher K. Dyer 

Principal Executive Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended June 30, 2022 of Victory Portfolios (the “Registrant”).

I, Allan Shaer, the Principal Financial Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

September 01, 2022

Date

/s/ Allan Shaer

Allan Shaer

Principal Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.