TABLE OF CONTENTS

Shareholder Letter (Unaudited)					3
Managers' Commentary / Investment Overview (Unaudited)					5
Investment Objective and Portfolio Holdings (Unaudited)					19
Schedules of Portfolio Investments
Victory RS Partners Fund					24
Victory RS Value Fund					27
Victory RS Large Cap Alpha Fund					29
Victory RS Investors Fund					31
Victory Global Energy Transition Fund					33
Financial Statements
Statements of Assets and Liabilities					35
Statements of Operations					37
Statements of Changes in Net Assets					39
Financial Highlights					44
Notes to Financial Statements					64
Report of Independent Registered Public Accounting Firm					77
Supplemental Information (Unaudited)					78
Trustee and Officer Information					78
Proxy Voting and Portfolio Holdings Information					81
Expense Examples					81
Additional Federal Income Tax Information					83
Advisory Contract Approval					84
Privacy Policy (inside back cover)

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

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

Our most recent annual reporting period ending December 31, 2022, was filled with epic challenges. Even the most seasoned investors who have been through more than one economic cycle have not witnessed financial markets like this in a long time, if ever.

Consider what transpired and how the investing backdrop changed so abruptly. The year began well enough with ample liquidity and an encouraging outlook for corporate profits. But that optimism faded early and was punctuated by the start of a terrible war in Eastern Europe. This fueled rising energy prices and intensified an inflation problem that was proving to be more than "transitory."

The inflation data was particularly troublesome and surprised many with some of the highest readings since the 1970s. In response, the U.S. Federal Reserve (the "Fed") pivoted to a far more restrictive monetary policy than anyone anticipated. Over the course of 2022, the Fed boosted the Fed funds interest rate on seven different occasions by a total of 4.5 percentage points. And if that wasn't enough, zero-Covid policies in China further exacerbated supply chain issues and dampened the outlook for global growth.

As one might expect, all of these obstacles ratcheted up volatility across financial markets. Broad market stock indices pulled back substantially around the world. The S&P 500^® Index, the bell-weather proxy for our domestic stock market, delivered a negative total return of more than 18% for our annual reporting period.

Perhaps what made 2022 even more difficult was the performance of fixed income markets, which normally are considered a safe haven in times of equity turmoil. But not this past year. In fact, the Bloomberg US Aggregate Bond Index—a proxy for a diversified fixed income portfolio and one that many investors and institutions follow closely—delivered a negative total return of approximately 13%, its worst annual performance since the 1970s. That's not exactly the offset to equity performance that many investors were expecting from bonds.

It was a tough year, and we fully acknowledge that the steady drumbeat of bad news and bouts of stomach-churning volatility can take a toll on investors' psyche. Nobody likes opening their account statements during declining markets; and even when markets snap back sharply (as happened this past July and October), investors often wonder if they have missed an opportunity.

Through all of the challenges in our most recent annual reporting period, we are reminded of two enduring realities: 1) financial markets are dynamic and apt to change abruptly; 2) it's vital that we remain calm and rational whenever faced with those inevitable bouts of turmoil.

Fortunately, we think that investors can take comfort knowing that all of our independent investment franchises have experience managing portfolios through a wide variety of market environments. Our investment professionals remain calm during turbulent financial markets, and we think it's imperative that investors do the same.

What were the market conditions during the reporting period?

The fourth quarter of 2022 certainly began well enough, even as the year ended on a downbeat. Financial markets had been languishing all year and were in the doldrums as summer ended, but most segments of the equity market bounced back sharply in October and November thanks to better-than-expected earnings and signs that inflation may have peaked. Value stocks led the way, with the Russell 1000^® Value Index up 10.25% in October and an additional 6.25% in November, while the Russell 2000^® Value Index was up 12.59% in October and 3.06% in November. Unfortunately, that euphoria was short-lived.

Sentiment soured once again in December as investors began to digest how hawkish the U.S. Federal Reserve (the "Fed") really intended to be, given its repeated statements that it would not stop hiking the Fed funds interest rate until inflation was well in check irrespective of the impact to the broader economy. Some investors and corporate leaders began to question whether Fed Chair Jerome Powell was up to the task of maintaining an economic environment supportive of corporate growth while still taming inflation.

These growing concerns turned into a full-fledged market sell-off in December, with the Russell 1000^® Value Index shedding 4.03% and the Russell 2000^® Value Index falling 6.56%. This reflected some poor earnings guidance by corporations and ongoing hawkish comments by Chairman Powell. In fact, the Chairman bluntly told market participants, "Fed hikes and volatility have been central themes of 2022, and investors should expect both — along with hits to corporate earnings — as we enter the new year." On top of that, he braced investors for the possibility of a recession in 2023. All this economic uncertainty merely exacerbated the interest rate backdrop and highlighted the difficulties facing the Fed in carrying out its dual monetary policy goals.

Yet despite the volatility and challenges in the fourth quarter, it was not all bad news as we closed out 2022. For starters, we believe the worst inflation numbers are behind us. Demand for goods has decreased, as evidenced by higher inventories among retailers and a continued decline in energy prices globally. This should eventually provide some relief for battered markets. There are even reasons for optimism within certain sectors of the economy (and individual companies). Chief among these is the fact that select corporate operations (and earnings) have come in better than expected, which means the market decline has improved valuations and may be creating a more favorable risk-reward tradeoff going forward.

In terms of the overall numbers for our area of focus — domestic value-oriented strategies — the Russell 3000^® Value Index was up 12.18% during the fourth quarter and was down 7.98% for the full year. In terms of market capitalizations, small-cap value stocks, as represented by the Russell 2000^® Value Index (the "Index"), declined 14.48% for the year. The Russell Midcap^® Value Index declined by 12.03% for the full year, while large-cap value stocks, as represented by the Russell 1000^® Value Index, posted an annual decline of 7.54%.

Looking ahead, many investors are not only wondering just how restrictive monetary policy will become, but also how healthy the economy really is. Of course, nobody can answer these questions with absolute certainty, but we can definitively say that the current investment landscape continues to be polarizing, and we would not be surprised to see further bouts of elevated volatility in 2023.

How did Victory RS Partners Fund (the "Fund") perform during the reporting period?

The Fund returned -4.54% (Class A at net asset value) for the fiscal year ended December 31, 2022, outperforming the Index, which returned -14.48% for the reporting period.

What strategies did you employ during the reporting period?

The Fund outperformed the Index primarily through stock selection in the Financials and Industrials sectors. Our focus on businesses that have the potential for long-term value creation while limiting our downside paid off during 2022. For the year, the stocks that provided positive contribution tended to be undergoing a unique structural change, but also holding a competitive advantage. Within the Financials sector, Globe Life, Inc. and White Mountains Insurance Group Ltd. were significant positive contributors to performance. The Industrials sector provided other names that benefitted the portfolio. Meritor, Inc. and Fluor Corp. led performance. Where we struggled was in a couple of our holdings in the Technology sector. NCR Corp. saw its share price fall as supply chain issues, coupled with uncertainty surrounding the company's strategic review, pressured the share price. Euronet Worldwide, Inc. continued to experience pressure on the travel segment of its ATM business, which impacted the share price. At the end of the day, we managed to outperform the Index in 2022, and we remain confident in our process and feel it will provide us with the discipline which leads to longer-term performance which will benefit our investors over time.

We continue to believe that the current environment is creating potential pockets of opportunity for astute, long-term investors. Our experience has taught us that any tumultuous market backdrop (and the subsequent short-term price dislocations) can be an advantage for active managers. Our team continues to seek and identify companies that share two vital traits: a trend of improving their ROIC (return on invested capital), and stock prices trading at what we perceive as a deep discount to intrinsic value. We believe that allocating to these types of companies is a means to generate attractive risk-adjusted returns over longer time periods, and this continues to be a primary focus for us.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

Class A

Class R

Class Y

Member Class

INCEPTION DATE

7/12/95

10/13/06

5/1/07

11/2/20

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Russell
2000^® Value
Index¹

One Year

–4.54

–10.04

–4.86

–4.23

–4.36

–14.48

Five Year

7.40

6.13

7.01

7.75

N/A

4.13

Ten Year

9.46

8.81

9.07

9.82

N/A

8.48

Since Inception

N/A

22.68

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 vcm.com.

The maximum offering price 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 RS Partners Fund — Growth of $10,000

¹The Russell 2000^® Value Index is an unmanaged index that measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000^® companies with lower price-to-book ratios and lower 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.

What were the market conditions during the reporting period?

In terms of the overall numbers for our area of focus — domestic value-oriented strategies — the Russell 3000^® Value Index was up 12.18% during the fourth quarter and was down 7.98% for the full year. In terms of market capitalizations, small-cap value stocks, as represented by the Russell 2000^® Value Index, declined 14.48% for the year. The Russell Midcap^® Value Index (the "Index") declined by 12.03% for the full year, while large-cap value stocks, as represented by the Russell 1000^® Value Index, posted an annual decline of 7.54%.

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

The Fund returned -2.97% (Class A at net asset value) for the fiscal year ended December 31, 2022, outperforming the Index, which returned -12.03% for the reporting period.

What strategies did you employ during the reporting period?

The Fund outperformed the Index primarily through stock selection in the Financials and Industrials sectors. Our focus on businesses that have the potential for long-term value creation while limiting our downside paid off during 2022. For the year, the stocks that provided positive contribution tended to be undergoing a unique structural change, but also holding a competitive advantage. Within the Financials sector, Globe Life, Inc. and Progressive Corp. were significant positive contributors to performance. The Industrials sector provided other names that benefitted the portfolio. Fluor Corp. and Curtiss-Wright Corp. led performance. Where we struggled was in a couple of our holdings in the Technology sector. NCR Corp. saw its share price fall as supply chain issues, coupled with uncertainty surrounding the company's strategic review, pressured the share price. Euronet Worldwide, Inc. continued to experience pressure on the travel segment of its ATM business, which impacted the share price. At the end of the day, we managed to outperform the Index in 2022, and we remain confident in our process and feel it will provide us with the discipline which leads to longer-term performance, which will benefit our investors over time.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

Class A

Class C

Class R

Class Y

INCEPTION DATE

6/30/93

5/1/07

12/4/06

5/1/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell
Midcap^®Value Index¹

One Year

–2.97

–8.56

–3.71

–4.61

–3.38

–2.71

–12.03

Five Year

7.12

5.86

6.29

6.70

7.38

5.72

Ten Year

10.23

9.58

9.55

9.79

10.49

10.11

The maximum offering price 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 RS 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. 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.

What were the market conditions during the reporting period?

Yet despite the volatility and challenges in the fourth quarter, it was not all bad news as we closed out 2022. For starters, it really does seem to us that the worst inflation numbers are behind us. Demand for goods has decreased, as evidenced by higher inventories among retailers and a continued decline in energy prices globally. This should eventually provide some relief for battered markets. There are even reasons for optimism within certain sectors of the economy (and individual companies). Chief among these is the fact that select corporate operations (and earnings) have come in better than expected, which means the market decline has improved valuations and may be creating a more favorable risk-reward tradeoff going forward.

In terms of the overall numbers for our area of focus — domestic value-oriented strategies — the Russell 3000^® Value Index was up 12.18% during the fourth quarter and was down 7.98% for the full year. In terms of market capitalizations, small-cap value stocks, as represented by the Russell 2000^® Value Index, declined 14.48% for the year. The Russell Midcap^® Value Index declined by 12.03% for the full year, while large-cap value stocks, as represented by the Russell 1000^® Value Index (the "Index"), posted an annual decline of 7.54%.

How did Victory RS Large Cap Alpha Fund (the "Fund") perform during the reporting period?

The Fund returned -4.62% (Class A at net asset value) for the fiscal year ended December 31, 2022, outperforming the Index, which returned -7.54% for the reporting period.

What strategies did you employ during the reporting period?

The Fund outperformed the Index primarily through stock selection in the Financials and Utilities sectors. Our focus on businesses that have the potential for long-term value creation while limiting our downside paid off during 2022. For the year, the stocks that provided positive contributions tended to be undergoing a unique structural change, but also holding a competitive advantage. Within the Financials sector, Fairfax Financial and The Progressive Corp. were significant positive contributors to performance. The Utilities sector provided other names that benefitted the portfolio. Constellation Energy and Vistra Corporation led performance. Where we struggled was in a couple of our holdings in the Materials sector. Sealed Air Corp. saw its share price fall as rising input costs impacted profitability. Similarly, PPG Industries, Inc. saw its margins impacted as price increases could not offset rising energy costs. At the end of the day, we managed to outperform the Index in 2022 and we remain confident in our process and feel it will provide us with the discipline which leads to longer-term performance which will benefit our investors over time.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

Class A

Class C

Class R

Class Y

INCEPTION DATE

6/1/72

8/7/00

5/15/01

5/1/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell 1000^®Value Index¹

S&P 500^®
Index²

One Year

–4.62

–10.11

–5.39

–6.24

–4.97

–4.43

–7.54

–18.11

Five Year

6.60

5.35

5.75

6.21

6.82

6.67

9.42

Ten Year

10.48

9.83

9.77

10.07

10.72

10.29

12.56

Victory RS Large Cap Alpha Fund — Growth of $10,000

¹The Russell 1000^® Value Index is made up of about 1,000 of the largest companies in the U.S. equity market. It represents top companies by market capitalization. It's made up of about 90% of the total market capitalization of all U.S. 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 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.

What were the market conditions during the reporting period?

In terms of the overall numbers for our area of focus — domestic value-oriented strategies — the Russell 3000^® Value Index (the "Index") was up 12.18% during the fourth quarter and was down 7.98% for the full year. In terms of market capitalizations, small-cap value stocks, as represented by the Russell 2000^® Value Index, declined 14.48% for the year. The Russell Midcap^® Value Index declined by 12.03% for the full year, while large-cap value stocks, as represented by the Russell 1000^® Value Index, posted an annual decline of 7.54%.

How did Victory RS Investors Fund (the "Fund") perform during the reporting period?

The Fund returned -2.01% (Class A at net asset value) for the fiscal year ended December 31, 2022, outperforming the Index, which returned -7.98% for the reporting period.

What strategies did you employ during the reporting period?

The Fund outperformed the Index primarily through stock selection in the Financials and Industrials sectors. Our focus on businesses that have the potential for long-term value creation while limiting our downside paid off during 2022. For the year, the stocks that provided positive contribution tended to be undergoing a unique structural change, but also holding a competitive advantage. Within the Financials sector, White Mountains Insurance Group and The Progressive Corp. were significant positive contributors to performance. The Industrials sector provided other holdings that benefitted the portfolio. Fluor Corp. and Meritor, Inc. led performance. Where we struggled was in a couple of our holdings in the Technology sector. NCR Corp. saw its share price fall as supply chain issues, coupled with uncertainty surrounding the company's strategic review, pressured the shares. Euronet Worldwide, Inc. continued to experience pressure on the travel segment of its ATM business, which impacted the share price. At the end of the day, we managed to outperform the Index in 2022 and we remain confident in our process and feel it will provide us with the discipline which leads to longer-term performance which will benefit our investors over time.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

Class A

Class C

Class R

Class Y

INCEPTION DATE

11/15/05

7/24/07

1/3/07

5/1/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

Russell 3000^®Value
Index¹

One Year

–2.01

–7.66

–2.69

–3.62

–2.63

–1.73

–7.98

Five Year

7.05

5.78

6.25

6.39

7.35

6.50

Ten Year

10.14

9.48

9.52

10.45

10.16

Victory RS Investors Fund — Growth of $10,000

¹The Russell 3000^® Value Index measures the performance of those Russell 3000^® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000^® Value or the Russell 2000^® Value indexes. 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.

What were the market conditions during the reporting period?

After a prolonged period of subdued inflation and low interest rates, inflation spiked in 2022, prompting a series of rate hikes by the U.S. Federal Reserve. Commodity prices continued to recover from COVID-19-related fears of a demand shock, reflecting tight inventories and limited spare capacity. In addition, improved capital discipline by producers resulted in market-leading free-cash flow yields for natural resource stocks. As a result, natural resource equities led the market for the second year in a row. Investors who had pared back or eliminated inflation hedges or inflation-sensitive exposure in their portfolio were left with little protection as equity and bond markets sold off in tandem while commodity prices spiked.

How did Victory Global Energy Transition Fund (the "Fund") perform during the reporting period?

The Fund returned 35.01% (Class A at net asset value) for the fiscal year ended December 31, 2022, outperforming the MSCI World Commodity Producers Index, which returned 32.13% for the reporting period.

What strategies did you employ during the reporting period?

We stuck to our longstanding process during the reporting period. We seek to identify companies that, over a market cycle for commodity prices, have the potential to provide favorable long-term investment performance in any of the natural resources industries that we believe will be required for the Energy Transition, which refers to efforts designed to develop energy systems with zero carbon emissions and expand access to affordable, sustainable energy services around the world. We seek exposure to "advantaged producers" of those natural resources who are favorably positioned on the supply cost curve and can generate an intrinsic rate of return in excess of raw commodity beta. We underwrite our investment universe at the asset level based on proved reserves and conservative commodity price assumptions. We seek to own securities trading at a discount to our underwriting of net asset value. We view this underwriting process and the intrinsic return generated by structurally advantaged producers as the primary driver of returns for our portfolio. While we believe decarbonization efforts are adding inflationary pressures to many supply-constrained commodities, we do not attempt to forecast commodity price or demand increases and view these catalysts as additional upside potential for the investors in our strategy. Consistent with this approach, the majority of our absolute and relative returns versus different indices were a function of stock selection as opposed to commodity mix, a fact reinforced by strong performance in oil and oil-related stocks and our general lack of ownership in that space.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

Class A

Class C

Class R

Class Y

INCEPTION DATE

11/15/95

5/1/07

12/4/06

5/1/07

Net Asset
Value

Maximum
Offering
Price

Net Asset
Value

Contingent
Deferred
Charges

Net Asset
Value

MSCI
World
Commodity
Producers
Index¹

S&P North
American
Natural
Resources
Sector
Index²

S&P 500^®Index³

One Year

35.01

27.24

33.94

32.94

34.44

35.46

32.13

34.07

–18.11

Five Year

5.18

3.94

4.34

4.79

5.52

7.28

7.13

9.42

Ten Year

–0.57

–1.16

–1.20

–0.93

–0.24

3.90

4.05

12.56

Victory Global Energy Transition Fund — Growth of $10,000

¹The MSCI World Commodity Producers Index is an equity-based index designed to reflect the performance related to stocks of commodity producers. The index is a free float-adjusted market-capitalization-weighted index composed of commodity producer companies based on the Global Industry Classification Standard (GICS). The index reflects the reinvestment of dividends paid on the stocks constituting the index, net of withholding taxes. 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 North American Natural Resources Sector Index is a modified capitalization-weighted index designed as a benchmark for U.S.-traded securities in the natural resources sector. The index includes companies involved in the following categories: extractive industries, energy companies, owners and operations or timber tracts, forestry services, producers of pulp and paper, and owners of plantations. 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.

³The 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.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Globe Life, Inc.	3.7	%
Primerica, Inc.	3.4	%
Federated Hermes, Inc.	3.3	%
Kemper Corp.	3.2	%
White Mountains Insurance Group Ltd.	2.8	%
Graphic Packaging Holding Co.	2.6	%
Verint Systems, Inc.	2.5	%
Equity Commonwealth	2.5	%
Four Corners Property Trust, Inc.	2.4	%
U.S. Foods Holding Corp.	2.4	%

Sector Allocation*:

December 31, 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.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Fairfax Financial Holdings Ltd.	4.0	%
Vistra Corp.	3.4	%
Globe Life, Inc.	3.3	%
Markel Corp.	3.1	%
Federated Hermes, Inc.	2.9	%
The Progressive Corp.	2.8	%
Brown & Brown, Inc.	2.6	%
Graphic Packaging Holding Co.	2.6	%
Fiserv, Inc.	2.5	%
Humana, Inc.	2.5	%

Sector Allocation*:

December 31, 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.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Fairfax Financial Holdings Ltd.	5.4	%
Markel Corp.	4.6	%
The Progressive Corp.	3.7	%
Vistra Corp.	3.7	%
Merck & Co., Inc.	3.2	%
Cboe Global Markets, Inc.	3.1	%
Brown & Brown, Inc.	3.1	%
AbbVie, Inc.	2.9	%
Fidelity National Information Services, Inc.	2.8	%
UnitedHealth Group, Inc.	2.6	%

Sector Allocation*:

December 31, 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.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Markel Corp.	4.8	%
Fairfax Financial Holdings Ltd.	4.7	%
Vistra Corp.	4.5	%
Brown & Brown, Inc.	4.4	%
Cboe Global Markets, Inc.	4.1	%
Federated Hermes, Inc.	4.0	%
The Progressive Corp.	4.0	%
White Mountains Insurance Group Ltd.	3.9	%
Willis Towers Watson PLC	3.6	%
Verint Systems, Inc.	3.5	%

Sector Allocation*:

December 31, 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.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide long-term capital appreciation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Whitecap Resources, Inc.	14.5	%
First Quantum Minerals Ltd.	9.2	%
Cameco Corp.	8.0	%
Ivanhoe	5.1	%
Newmont Corp.	5.0	%
Linde PLC	4.7	%
NextEra Energy, Inc.	4.6	%
Iluka Resources Ltd.	4.6	%
Enterprise Products Partners LP	4.3	%
Norsk Hydro ASA	4.3	%

Sector Allocation*:

December 31, 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.

Security Description	Shares		Value
Common Stocks (96.0%)
Banks (11.0%):
Banner Corp.		51,620	$	3,262,384
Eastern Bankshares, Inc.		437,770		7,551,532
First Bancorp/Puerto Rico		395,710		5,033,431
SouthState Corp.		90,270		6,893,017
Synovus Financial Corp.		93,980		3,528,949
The Bank of NT Butterfield & Son Ltd.		262,760		7,832,876
UMB Financial Corp.		53,182		4,441,761
				38,543,950
Capital Markets (5.1%):
Federated Hermes, Inc.		319,930		11,616,658
PJT Partners, Inc., Class A		84,260		6,209,120
				17,825,778
Communication Services (2.6%):
Madison Square Garden Sports Corp.		42,980		7,879,523
World Wrestling Entertainment, Inc., Class A		17,976		1,231,716
				9,111,239
Consumer Discretionary (8.2%):
Bloomin' Brands, Inc.		168,910		3,398,469
Carter's, Inc.		56,370		4,205,766
Columbia Sportswear Co.		49,220		4,310,688
Light & Wonder, Inc. (a)		62,490		3,661,914
Taylor Morrison Home Corp. (a)		145,520		4,416,532
The Wendy's Co.		168,070		3,803,424
Under Armour, Inc., Class C (a)		540,350		4,819,922
				28,616,715
Consumer Staples (2.4%):
U.S. Foods Holding Corp. (a)		245,120		8,338,982
Energy (5.6%):
California Resources Corp.		90,060		3,918,511
Comstock Resources, Inc.		102,000		1,398,420
Northern Oil and Gas, Inc.		179,980		5,546,983
PDC Energy, Inc.		53,060		3,368,249
Plains GP Holdings, LP, Class A		434,550		5,405,802
				19,637,965
Health Care (7.4%):
Encompass Health Corp.		127,350		7,616,804
Halozyme Therapeutics, Inc. (a)		139,360		7,929,584
The Ensign Group, Inc.		77,790		7,359,712
Zimvie, Inc. (a)		302,880		2,828,899
				25,734,999
Industrials (13.1%):
Applied Industrial Technologies, Inc.		44,500		5,608,335
Atkore, Inc. (a)		35,250		3,998,055

Security Description	Shares		Value
Finning International, Inc.		161,540	$	4,016,425
Fluor Corp. (a)		157,420		5,456,177
Granite Construction, Inc.		114,880		4,028,842
H&E Equipment Services, Inc.		107,060		4,860,524
IAA, Inc. (a)		42,320		1,692,800
ICF International, Inc.		40,130		3,974,876
McGrath RentCorp		22,440		2,215,726
Mueller Water Products, Inc., Class A		320,980		3,453,745
The Timken Co.		54,870		3,877,663
Triton International Ltd.		34,950		2,403,861
				45,587,029
Information Technology (6.0%):
ACI Worldwide, Inc. (a)		292,720		6,732,560
Belden, Inc.		34,490		2,479,831
Verint Systems, Inc. (a)		236,990		8,597,997
Verra Mobility Corp. (a)		237,430		3,283,657
				21,094,045
Insurance (14.3%):
Globe Life, Inc.		106,470		12,834,958
Kemper Corp.		228,060		11,220,552
Primerica, Inc.		84,103		11,927,487
Safety Insurance Group, Inc.		25,210		2,124,195
Selective Insurance Group, Inc.		23,130		2,049,549
White Mountains Insurance Group Ltd.		6,820		9,645,731
				49,802,472
Materials (7.9%):
Axalta Coating Systems Ltd. (a)		148,970		3,794,266
Constellium SE (a)		300,220		3,551,603
Graphic Packaging Holding Co.		406,230		9,038,617
Olin Corp.		130,320		6,899,141
Summit Materials, Inc., Class A (a)		151,662		4,305,684
				27,589,311
Real Estate (8.8%):
Corporate Office Properties Trust		265,310		6,882,141
Equity Commonwealth		341,680		8,531,750
Four Corners Property Trust, Inc.		323,360		8,384,725
Kennedy-Wilson Holdings, Inc.		222,760		3,504,015
The Howard Hughes Corp. (a)		42,260		3,229,509
				30,532,140
Utilities (3.6%):
ALLETE, Inc.		27,040		1,744,350
Black Hills Corp.		78,655		5,532,593
ONE Gas, Inc.		69,120		5,233,766
				12,510,709
Total Common Stocks (Cost $285,644,090)				334,925,334

Security Description	Shares		Value
Common Stocks (98.2%)
Banks (0.8%):
KeyCorp		129,920	$	2,263,206
Capital Markets (8.3%):
Cboe Global Markets, Inc.		51,090		6,410,262
Federated Hermes, Inc.		237,840		8,635,970
Interactive Brokers Group, Inc.		86,330		6,245,976
State Street Corp.		40,530		3,143,912
				24,436,120
Communication Services (2.0%):
Liberty Media Corp.-Liberty SiriusXM, Class C (a)		129,780		5,078,292
World Wrestling Entertainment, Inc., Class A		13,160		901,723
				5,980,015
Consumer Discretionary (8.8%):
Carter's, Inc.		44,100		3,290,301
Columbia Sportswear Co.		19,920		1,744,594
Darden Restaurants, Inc.		29,800		4,122,234
LKQ Corp.		85,620		4,572,964
Mattel, Inc. (a)		254,730		4,544,383
The Wendy's Co.		234,570		5,308,319
Toll Brothers, Inc.		49,220		2,457,062
				26,039,857
Consumer Staples (3.8%):
Keurig Dr Pepper, Inc.		131,755		4,698,383
U.S. Foods Holding Corp. (a)		195,230		6,641,725
				11,340,108
Energy (5.0%):
Baker Hughes Co.		108,320		3,198,690
Chesapeake Energy Corp.		24,020		2,266,767
Marathon Oil Corp.		160,980		4,357,729
Ovintiv, Inc.		59,410		3,012,681
The Williams Cos., Inc.		62,250		2,048,025
				14,883,892
Health Care (9.4%):
Charles River Laboratories International, Inc. (a)		14,950		3,257,605
Encompass Health Corp.		106,830		6,389,502
Halozyme Therapeutics, Inc. (a)		78,940		4,491,686
Humana, Inc.		14,190		7,267,976
Zimmer Biomet Holdings, Inc.		48,500		6,183,750
				27,590,519
Industrials (13.7%):
AGCO Corp.		38,070		5,279,928
Crane Holdings Co.		33,310		3,345,990
Curtiss-Wright Corp.		17,530		2,927,335
Fluor Corp. (a)		131,760		4,566,802
IAA, Inc. (a)		27,900		1,116,000
L3Harris Technologies, Inc.		7,340		1,528,261

Security Description	Shares		Value
Leidos Holdings, Inc.		48,450	$	5,096,455
nVent Electric PLC		81,280		3,126,842
Parker-Hannifin Corp.		12,130		3,529,830
Sensata Technologies Holding PLC		125,240		5,057,191
The Timken Co.		69,510		4,912,272
				40,486,906
Information Technology (5.1%):
Fiserv, Inc. (a)		72,430		7,320,500
Global Payments, Inc.		15,760		1,565,283
Verint Systems, Inc. (a)		171,730		6,230,365
				15,116,148
Insurance (17.8%):
Brown & Brown, Inc.		136,450		7,773,557
Fairfax Financial Holdings Ltd.		19,780		11,718,824
Globe Life, Inc.		80,180		9,665,699
Markel Corp. (a)		6,810		8,972,107
The Progressive Corp.		64,470		8,362,404
White Mountains Insurance Group Ltd.		4,210		5,954,329
				52,446,920
Materials (7.2%):
Graphic Packaging Holding Co.		343,630		7,645,768
Olin Corp.		87,910		4,653,955
Sealed Air Corp.		124,040		6,187,115
Summit Materials, Inc., Class A (a)		95,943		2,723,822
				21,210,660
Real Estate (8.4%):
Alexandria Real Estate Equities, Inc.		43,530		6,341,015
Equity Commonwealth		232,530		5,806,274
Equity LifeStyle Properties, Inc.		45,480		2,938,008
Invitation Homes, Inc.		115,360		3,419,270
National Retail Properties, Inc.		135,430		6,197,277
				24,701,844
Utilities (7.9%):
Constellation Energy Corp.		17,690		1,525,055
Evergy, Inc.		54,480		3,428,426
FirstEnergy Corp.		65,580		2,750,425
The AES Corp.		189,110		5,438,804
Vistra Corp.		432,160		10,026,112
				23,168,822
Total Common Stocks (Cost $243,501,097)				289,665,017
Total Investments (Cost $243,501,097) — 98.2%				289,665,017
Other assets in excess of liabilities — 1.8%				5,254,059
NET ASSETS — 100.00%			$	294,919,076

(a) Non-income producing security.

PLC — Public Limited Company

Security Description	Shares		Value
Common Stocks (97.2%)
Banks (1.5%):
JPMorgan Chase & Co.		52,680	$	7,064,388
Capital Markets (7.3%):
Cboe Global Markets, Inc.		117,500		14,742,725
Interactive Brokers Group, Inc.		159,690		11,553,572
State Street Corp.		103,260		8,009,878
				34,306,175
Communication Services (1.7%):
Alphabet, Inc., Class A (a)		92,630		8,172,745
Consumer Discretionary (3.9%):
Darden Restaurants, Inc.		39,420		5,452,968
LKQ Corp.		157,790		8,427,564
Mattel, Inc. (a)		248,320		4,430,029
				18,310,561
Consumer Staples (7.6%):
Keurig Dr Pepper, Inc.		265,360		9,462,738
Lamb Weston Holdings, Inc.		60,620		5,417,003
Mondelez International, Inc., Class A		175,300		11,683,745
U.S. Foods Holding Corp. (a)		271,130		9,223,842
				35,787,328
Energy (8.1%):
Enterprise Products Partners LP		402,790		9,715,295
Hess Corp.		63,370		8,987,133
Marathon Oil Corp.		394,330		10,674,513
Ovintiv, Inc.		167,430		8,490,375
				37,867,316
Health Care (19.0%):
AbbVie, Inc.		82,650		13,357,066
Cigna Corp.		33,690		11,162,845
Humana, Inc.		23,120		11,841,833
Johnson & Johnson		47,780		8,440,337
McKesson Corp.		14,040		5,266,685
Medtronic PLC		151,930		11,807,999
Merck & Co., Inc.		132,680		14,720,846
UnitedHealth Group, Inc.		23,155		12,276,318
				88,873,929
Industrials (11.9%):
Eaton Corp. PLC		37,260		5,847,957
FedEx Corp.		24,360		4,219,152
Johnson Controls International PLC		140,860		9,015,040
L3Harris Technologies, Inc.		24,040		5,005,369
Leidos Holdings, Inc.		84,170		8,853,842
PACCAR, Inc.		38,650		3,825,191
Raytheon Technologies Corp.		59,462		6,000,905

Security Description	Shares		Value
Sensata Technologies Holding PLC		204,940	$	8,275,477
Union Pacific Corp.		21,560		4,464,429
				55,507,362
Information Technology (4.5%):
Fidelity National Information Services, Inc.		188,780		12,808,723
FleetCor Technologies, Inc. (a)		30,080		5,525,094
Global Payments, Inc.		25,130		2,495,912
				20,829,729
Insurance (16.8%):
Brown & Brown, Inc.		258,240		14,711,933
Fairfax Financial Holdings Ltd.		42,320		25,072,834
Markel Corp. (a)		16,310		21,488,262
The Progressive Corp.		133,420		17,305,908
				78,578,937
Materials (3.9%):
PPG Industries, Inc.		64,690		8,134,121
Sealed Air Corp.		206,982		10,324,262
				18,458,383
Real Estate (4.4%):
Alexandria Real Estate Equities, Inc.		62,510		9,105,832
Equity LifeStyle Properties, Inc.		73,120		4,723,552
Invitation Homes, Inc.		229,660		6,807,122
				20,636,506
Utilities (6.6%):
Constellation Energy Corp.		57,463		4,953,885
Exelon Corp.		199,280		8,614,875
Vistra Corp.		741,030		17,191,896
				30,760,656
Total Common Stocks (Cost $385,954,723)				455,154,015
Total Investments (Cost $385,954,723) — 97.2%				455,154,015
Other assets in excess of liabilities — 2.8%				13,130,483
NET ASSETS — 100.00%			$	468,284,498

(a) Non-income producing security.

LP — Limited Partnership

PLC — Public Limited Company

Security Description	Shares		Value
Common Stocks (95.2%)
Banks (3.2%):
Comerica, Inc.		7,830	$	523,436
The Bank of NT Butterfield & Son Ltd.		30,940		922,321
				1,445,757
Capital Markets (8.1%):
Cboe Global Markets, Inc.		14,680		1,841,900
Federated Hermes, Inc.		49,510		1,797,708
				3,639,608
Communication Services (2.1%):
Alphabet, Inc., Class A (a)		10,590		934,356
Consumer Discretionary (2.5%):
LKQ Corp.		21,020		1,122,678
Consumer Staples (6.8%):
Keurig Dr Pepper, Inc.		41,730		1,488,092
U.S. Foods Holding Corp. (a)		45,950		1,563,219
				3,051,311
Energy (5.1%):
Northern Oil and Gas, Inc.		40,060		1,234,649
PDC Energy, Inc.		16,860		1,070,273
				2,304,922
Health Care (14.4%):
Encompass Health Corp.		24,180		1,446,206
Humana, Inc.		2,560		1,311,206
Medtronic PLC		13,450		1,045,334
Merck & Co., Inc.		12,830		1,423,488
Zimmer Biomet Holdings, Inc.		10,160		1,295,400
				6,521,634
Industrials (4.9%):
Fluor Corp. (a)		33,020		1,144,473
Sensata Technologies Holding PLC		26,750		1,080,165
				2,224,638
Information Technology (6.6%):
Fidelity National Information Services, Inc.		20,910		1,418,744
Verint Systems, Inc. (a)		43,630		1,582,896
				3,001,640
Insurance (25.4%):
Brown & Brown, Inc.		34,830		1,984,265
Fairfax Financial Holdings Ltd.		3,620		2,144,699
Markel Corp. (a)		1,630		2,147,509
The Progressive Corp.		13,790		1,788,701
White Mountains Insurance Group Ltd.		1,250		1,767,912
Willis Towers Watson PLC		6,720		1,643,578
				11,476,664

Security Description	Shares		Value
Materials (9.2%):
Graphic Packaging Holding Co.		64,710	$	1,439,797
Olin Corp.		26,490		1,402,381
Sealed Air Corp.		25,930		1,293,388
				4,135,566
Real Estate (2.4%):
Four Corners Property Trust, Inc.		41,730		1,082,059
Utilities (4.5%):
Vistra Corp.		87,780		2,036,496
Total Common Stocks (Cost $38,983,266)				42,977,329
Total Investments (Cost $38,983,266) — 95.2%				42,977,329
Other assets in excess of liabilities — 4.8%				2,166,096
NET ASSETS — 100.00%			$	45,143,425

(a) Non-income producing security.

PLC — Public Limited Company

Security Description	Shares		Value
Common Stocks (79.3%)
Chemicals (4.7%):
Linde PLC		58,902	$	19,212,655
Energy (0.2%):
Energy Vault SA (a) (c) (d) (e)		248,310		774,727
Industrials (3.5%):
Energy Vault Holdings, Inc. (a) (b)		2,242,117		6,995,404
NuScale Power Corp. (a)		563,808		5,784,670
NuScale Power Corp. (a) (b)		142,608		1,463,158
				14,243,232
Materials (5.1%):
Ivanhoe (a) (c) (d) (e)		1,719,859		20,896,287
Metals & Mining (27.4%):
First Quantum Minerals Ltd.		1,812,914		37,883,984
Iluka Resources Ltd.		2,892,440		18,763,412
Ivanhoe Electric, Inc. (a) (b)		848,615		10,310,672
Newmont Corp.		431,075		20,346,740
Norsk Hydro ASA		2,323,078		17,407,771
Sunrise Energy Metals Ltd. (a) (b)		5,786,876		7,563,102
				112,275,681
Oil, Gas & Consumable Fuels (33.8%):
Antero Resources Corp. (a)		262,984		8,149,874
Cameco Corp.		1,454,770		32,978,941
Cheniere Energy, Inc.		24,196		3,628,432
Enterprise Products Partners LP		744,130		17,948,416
Peyto Exploration & Development Corp.		428,461		4,389,684
Range Resources Corp.		148,744		3,721,575
Tourmaline Oil Corp.		172,104		8,685,290
Whitecap Resources, Inc.		7,463,872		59,212,576
				138,714,788
Utilities (4.6%):
NextEra Energy, Inc.		226,960		18,973,856
Total Common Stocks (Cost $258,528,102)				325,091,226
Collateral for Securities Loaned (2.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.14% (f)		2,428,128		2,428,128
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (f)		2,585,364		2,585,364
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (f)		2,585,364		2,585,364

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (f)		2,393,401	$	2,393,401
Total Collateral for Securities Loaned (Cost $9,992,257)				9,992,257
Total Investments (Cost $268,520,359) — 81.7%				335,083,483
Other assets in excess of liabilities — 18.3%				74,805,516
NET ASSETS — 100.00%			$	409,888,999

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(c) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2022, illiquid securities were 5.3% of net assets.

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

(e) The following table details the earliest acquisition date and cost of the Fund's restricted securities at December 31, 2022:

Security Name	Acquisition Date	Cost
Energy Vault SA	8/24/2021	$	2,323,956
Ivanhoe	7/28/2021		13,005,355

(f) Rate disclosed is the daily yield on December 31, 2022.

LP — Limited Partnership

PLC — Public Limited Company

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Assets:
Investments, at value (Cost $287,587,010 $243,501,097 and $385,954,723)	$	335,512,703		$	289,665,017		$	455,154,015
Cash		13,500,879			5,267,696			13,258,047
Receivables:
Interest and dividends		432,455			170,054			728,261
Capital shares issued		165,822			389,745			20,373
From Adviser		53,716			3,877			22,936
Prepaid expenses		26,951			27,427			26,069
Total Assets		349,692,526			295,523,816			469,209,701
Liabilities:
Payables:
Capital shares redeemed		520,800			262,155			540,648
Accrued expenses and other payables:
Investment advisory fees		300,398			215,418			201,394
Administration fees		16,043			13,584			21,586
Custodian fees		4,569			3,863			5,728
Transfer agent fees		83,614			60,144			71,282
Compliance fees		268			226			359
Trustees' fees		113			112			119
12b-1 fees		18,861			19,497			50,806
Other accrued expenses		35,383			29,741			33,281
Total Liabilities		980,049			604,740			925,203
Net Assets:
Capital		303,340,860			247,684,746			394,485,974
Total accumulated earnings/(loss)		45,371,617			47,234,330			73,798,524
Net Assets	$	348,712,477		$	294,919,076		$	468,284,498
Net Assets
Class A	$	169,627,658		$	172,406,309		$	437,854,920
Class C		—			1,281,877			3,594,843
Class R		1,518,570			647,537			5,765,200
Class Y		172,847,146			120,583,353			21,069,535
Member Class		4,719,103			—			—
Total	$	348,712,477		$	294,919,076		$	468,284,498
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		7,206,396			7,172,833			9,137,210
Class C		—			63,576			94,674
Class R		74,976			29,061			121,351
Class Y		6,692,182			4,837,976			441,969
Member Class		200,121			—			—
Total		14,173,675			12,103,446			9,795,204
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	23.54		$	24.04		$	47.92
Class C (a)		—			20.16			37.97
Class R		20.25			22.28			47.51
Class Y		25.83			24.92			47.67
Member Class		23.58			—			—
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	$	24.98		$	25.51		$	50.84

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

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Assets:
Investments, at value (Cost $38,983,266 and $268,520,359)	$	42,977,329		$	335,083,483	(a)
Foreign currency, at value (Cost $— and $27,016)		—			27,016
Cash		2,094,601			76,073,699
Receivables:
Interest and dividends		73,029			124,127
Capital shares issued		6,042			274,102
Investments sold		—			8,943,867
From Adviser		26,883			34,941
Prepaid expenses		30,771			37,244
Total Assets		45,208,655			420,598,479
Liabilities:
Payables:
Collateral received on loaned securities		—			9,992,257
Capital shares redeemed		67			221,506
Accrued expenses and other payables:
Investment advisory fees		38,642			350,010
Administration fees		2,085			18,633
Custodian fees		1,102			8,581
Transfer agent fees		8,335			77,666
Compliance fees		34			306
Trustees' fees		101			115
12b-1 fees		2,248			11,453
Other accrued expenses		12,616			28,953
Total Liabilities		65,230			10,709,480
Net Assets:
Capital		41,121,602			2,108,650,899
Total accumulated earnings/(loss)		4,021,823			(1,698,761,900	)
Net Assets	$	45,143,425		$	409,888,999
Net Assets
Class A	$	15,250,214		$	91,520,661
Class C		908,711			2,396,497
Class R		841,579			1,863,900
Class Y		28,142,921			314,107,941
Total	$	45,143,425		$	409,888,999
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A		1,164,053			3,020,264
Class C		83,129			89,562
Class R		75,194			65,784
Class Y		2,067,267			9,915,645
Total		3,389,643			13,091,255
Net asset value, offering (except Class A) and redemption price per share:
Class A	$	13.10		$	30.30
Class C (b)		10.93			26.76
Class R		11.19			28.33
Class Y		13.61			31.68
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	$	13.90		$	32.15

(a) Includes $10,037,738 of securities on loan.

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

	Victory RS Partners Fund			Victory RS Value Fund			Victory RS Large Cap Alpha Fund
Investment Income:
Dividends	$	6,498,507		$	4,305,246		$	8,059,664
Interest		65,433			45,000			82,069
Securities lending (net of fees)		3,156			5,501			503
Foreign tax withholding		(45,104	)		(6,689	)		—
Total Income		6,521,992			4,349,058			8,142,236
Expenses:
Investment advisory fees		3,655,409			2,595,474			2,469,739
Administration fees		199,060			166,264			268,951
Sub-Administration fees		17,000			17,000			13,708
12b-1 fees — Class A		447,354			437,039			1,155,404
12b-1 fees — Class C		—			11,627			45,165
12b-1 fees — Class R		7,436			3,225			30,567
Custodian fees		19,540			12,432			23,891
Transfer agent fees — Class A		242,986			207,250			363,118
Transfer agent fees — Class C		—			892			3,328
Transfer agent fees — Class R		2,671			1,343			10,242
Transfer agent fees — Class Y		176,063			129,288			16,074
Transfer agent fees — Member Class		7,545			—			—
Trustees' fees		23,147			19,615			30,328
Compliance fees		2,939			2,456			3,970
Legal and audit fees		32,384			28,696			41,002
State registration and filing fees		77,729			57,596			56,607
Other expenses		51,640			35,414			44,022
Recoupment of prior expenses waived/reimbursed by Adviser		—			4,358			430
Total Expenses		4,962,903			3,729,969			4,576,546
Expenses waived/reimbursed by Adviser		(263,864	)		(59,177	)		(167,620	)
Net Expenses		4,699,039			3,670,792			4,408,926
Net Investment Income (Loss)		1,822,953			678,266			3,733,310
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		20,984,463			8,930,820			20,320,447
Net change in unrealized appreciation/depreciation on investment securities		(41,210,672	)		(19,220,752	)		(48,052,387	)
Net realized/unrealized gains (losses) on investments		(20,226,209	)		(10,289,932	)		(27,731,940	)
Change in net assets resulting from operations	$	(18,403,256	)	$	(9,611,666	)	$	(23,998,630	)

	Victory RS Investors Fund			Victory Global Energy Transition Fund
Investment Income:
Dividends	$	445,470		$	8,145,048
Non-cash dividends		—			748,454
Interest		14,499			393,224
Securities lending (net of fees)		10			1,331,333
Foreign tax withholding		—			(1,115,838	)
Total Income		459,979			9,502,221
Expenses:
Investment advisory fees		350,994			3,980,795
Administration fees		19,141			216,832
Sub-Administration fees		13,500			13,500
12b-1 fees — Class A		37,493			239,320
12b-1 fees — Class C		15,047			28,493
12b-1 fees — Class R		4,112			8,245
Custodian fees		4,210			36,821
Transfer agent fees — Class A		15,711			149,099
Transfer agent fees — Class C		1,999			3,772
Transfer agent fees — Class R		1,476			2,090
Transfer agent fees — Class Y		17,811			265,276
Trustees' fees		3,711			22,466
Compliance fees		276			3,123
Legal and audit fees		11,078			34,673
State registration and filing fees		45,473			74,781
Other expenses		14,093			51,924
Recoupment of prior expenses waived/reimbursed by Adviser		187			35
Total Expenses		556,312			5,131,245
Expenses waived/reimbursed by Adviser		(122,672	)		(189,737	)
Net Expenses		433,640			4,941,508
Net Investment Income (Loss)		26,339			4,560,713
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		1,702,383			134,414,758
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(1,723,505	)		(39,895,610	)
Net realized/unrealized gains (losses) on investments		(21,122	)		94,519,148
Change in net assets resulting from operations	$	5,217		$	99,079,861

	Victory RS Partners Fund						Victory RS Value Fund						Victory RS Large Cap Alpha Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investment Activities:
Operations:
Net Investment Income (Loss)	$	1,822,953		$	(449,102	)	$	678,266		$	748,848		$	3,733,310		$	5,769,360
Net realized gains (losses)		20,984,463			80,047,267			8,930,820			67,085,450			20,320,447			79,181,305
Net change in unrealized appreciation/ depreciation		(41,210,672	)		13,032,470			(19,220,752	)		11,836,881			(48,052,387	)		20,032,914
Change in net assets resulting from operations		(18,403,256	)		92,630,635			(9,611,666	)		79,671,179			(23,998,630	)		104,983,579
Distributions to Shareholders:
Class A		(14,065,471	)		(28,047,422	)		(10,380,392	)		(23,751,997	)		(40,238,962	)		(55,880,468	)
Class C		—			—			(78,057	)		(199,127	)		(381,095	)		(812,225	)
Class R		(139,039	)		(261,917	)		(39,545	)		(83,609	)		(512,985	)		(699,959	)
Class Y		(13,746,011	)		(24,006,515	)		(7,328,104	)		(17,934,828	)		(2,018,146	)		(2,330,388	)
Member Class		(395,123	)		(434,976	)		—			—			—			—
Change in net assets resulting from distributions to shareholders		(28,345,644	)		(52,750,830	)		(17,826,098	)		(41,969,561

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

Security Description	Shares		Value
Preferred Stocks (0.2%)
Health Care (0.2%):
WellDoc, Inc. Series B (b) (c)		1,587,483	$	587,369
Total Preferred Stocks (Cost $1,942,920)				587,369
Total Investments (Cost $287,587,010) — 96.2%				335,512,703
Other assets in excess of liabilities — 3.8%				13,199,774
NET ASSETS — 100.00%			$	348,712,477