Item B.1. Background information.

a. Full name of Registrant	Victory Portfolios
b. Investment Company Act file number ( e.g., 811-)	811-04852
c. CIK	0000802716
d. LEI	549300V07N3HJP1EW330

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

a. Street 1	4900 Tiedeman Road
Street 2	4th Floor
b. City	Brooklyn
c. State, if applicable	OHIO
d. Foreign country, if applicable	UNITED STATES OF AMERICA
e. Zip code and zip code extension, or foreign postal code	44114
f. Telephone number (including country code if foreign)	(800) 539-3863
g. Public Website, if any	www.vcm.com

Item B.3. Location of books and records.

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

Location books Record: 1
a. Name of person (e.g., a custodian of records)	Victory Capital Services, Inc
b. Street 1	4900 Tiedeman Road
Street 2	4th Floor
c. City	Brooklyn
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	44144
g. Telephone number (including country code if foreign)	800-539-3863
h. Briefly describe the books and records kept at this location:	Records relating to its function as distributor
Location books Record: 2
a. Name of person (e.g., a custodian of records)	Victory Capital Management Inc.
b. Street 1	4900 Tiedeman Road
Street 2	4th Floor
c. City	Brooklyn
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	44144
g. Telephone number (including country code if foreign)	800-539-3863
h. Briefly describe the books and records kept at this location:	Records relating to its functions as investment adviser and administrator
Location books Record: 3
a. Name of person (e.g., a custodian of records)	Park Avenue Institutional Advisers LLC
b. Street 1	7 Hanover Square
Street 2	N/A
c. City	New York
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	10004
g. Telephone number (including country code if foreign)	212-919-2017
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-adviser to the Victory High Yield Fund, Victory Floating Rate Fund and Victory Strategic Income Fund.
Location books Record: 4
a. Name of person (e.g., a custodian of records)	SailingStone Capital Partners LLC
b. Street 1	One California Street
Street 2	30th Floor
c. City	San Francisco
d. State, if applicable	CALIFORNIA
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	94111
g. Telephone number (including country code if foreign)	415-429-5198
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-adviser to the Victory Global Natural Resources Fund.
Location books Record: 5
a. Name of person (e.g., a custodian of records)	Citibank N.A.
b. Street 1	388 Greenwich St
Street 2	N/A
c. City	New York
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	10013
g. Telephone number (including country code if foreign)	813-604-4707
h. Briefly describe the books and records kept at this location:	Records relating to its function as custodian
Location books Record: 6
a. Name of person (e.g., a custodian of records)	FIS Investor Services LLC
b. Street 1	4249 Easton Way
Street 2	Suite 400
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	800-237-4851
h. Briefly describe the books and records kept at this location:	Records relating to its functions as transfer agent and dividend disbursing agent
Location books Record: 7
a. Name of person (e.g., a custodian of records)	Citi Fund Services Ohio, Inc.
b. Street 1	4400 Easton Commons
Street 2	Suite 200
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	614-470-8000
h. Briefly describe the books and records kept at this location:	Records relating to its functions as sub-administor and sub-fund accountant

Item B.4. Initial of final filings.

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

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

Item B.5. Family of investment companies.

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

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

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

Yes No

i. Full name of family of investment companies

Victory Portfolios

Item B.6. Organization.

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

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

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

i. Total number of Series of the Registrant

42

Item B.7. Securities Act registration.

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

Yes No

Item B.8. Directors.

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

Director Record: 1
a. Full Name	David Meyer
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 2
a. Full Name	David Adcock
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 3
a. Full Name	E. Lee Beard
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 4
a. Full Name	Dennis Bushe
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 5
a. Full Name	Gloria Nelund
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 6
a. Full Name	David Brown
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
File Number Record: 3
File Number Record:	811-07852
Director Record: 7
a. Full Name	John Kelly
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 8
a. Full Name	Nigel Andrews
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 9
a. Full Name	Leigh Wilson
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979

Item B.9. Chief compliance officer.

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

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

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

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

Item B.10. Matters for security holder vote.

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

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

Yes No

Item B.11. Legal proceeding.

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

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

Yes No

b. Has any proceeding previously reported been terminated?

Yes No

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

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

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

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

Item B.14. Provision of financial support.

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

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

Yes No

Item B.15. Exemptive orders.

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

Item B.16. Principal underwriters.

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

Principal underwriter Record: 1
i. Full name	Victory Capital Services, Inc.
ii. SEC file number (e.g., 8-)	008-047577
iii. CRD number	000037059
iv. LEI, if any	549300ONM3SKSOHIQ840
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?	Yes No
b. Have any principal underwriters been hired or terminated during the reporting period?	Yes No

Item B.17. Independent public accountant.

Provide the following information about eachthe independent public accountant:

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

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

Yes No

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

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

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

Yes No

Item B.19. Audit opinion.

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

Yes No

Item B.20. Change in valuation methods.

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

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

Yes No

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

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

Yes No

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

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

Yes No

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

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

Yes No

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

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund	Victory Sycamore Established Value Fund
b. Series identication number, if any	S000000788
c. LEI	5493008YBYIRYKBV5463
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	6
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000052114
iii. Ticker symbol, if any	VEVIX
Shares Outstanding Record: 2
i. Full name of Class	C
ii. Class identification number, if any	C000169232
iii. Ticker symbol, if any	VEVCX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000002335
iii. Ticker symbol, if any	GETGX
Shares Outstanding Record: 4
i. Full name of Class	A
ii. Class identification number, if any	C000002334
iii. Ticker symbol, if any	VETAX
Shares Outstanding Record: 5
i. Full name of Class	R6
ii. Class identification number, if any	C000138366
iii. Ticker symbol, if any	VEVRX
Shares Outstanding Record: 6
i. Full name of Class	Y
ii. Class identification number, if any	C000111271
iii. Ticker symbol, if any	VEVYX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	135,515,743.4
g. Provide the net income from securities lending activities	377,424.67

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	18,097

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	308,422.20000000
Brokers Record: 2
i. Full name of broker	J.P. MORGAN SECURITIES LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	166,812.14000000
Brokers Record: 3
i. Full name of broker	STIFEL, NICOLAUS & COMPANY, INCORPORATED
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	301,026.20000000
Brokers Record: 4
i. Full name of broker	KEYBANC CAPITAL MARKETS
ii. SEC file number	008-30177
iii. CRD number	000000566
iv. LEI, if any	2EQWV0180Z211YVAD813
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	744,554.64000000
Brokers Record: 5
i. Full name of broker	KEEFE BRUYETTE & WOODS INC.
ii. SEC file number	008-10888
iii. CRD number	000000481
iv. LEI, if any	549300OM47DQV01G4854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	157,015.62000000
Brokers Record: 6
i. Full name of broker	ROBERT W. BAIRD & CO.
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	485,158.01000000
Brokers Record: 7
i. Full name of broker	RAYMOND JAMES & ASSOCIATES, INC
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	228,043.04000000
Brokers Record: 8
i. Full name of broker	BARCLAYS CAPITAL INC.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	311,170.39000000
Brokers Record: 9
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	483,070.47000000
Brokers Record: 10
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	222,340.59000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,580,564.20000000

Item C.17. Principal transactions.

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

Principal Transactions Record: 1
i. Full name of dealer	CITIGROUP GLOBAL MARKETS INC.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	44,365,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,528,400.00000000
Principal Transactions Record: 3
i. Full name of dealer	GOLDMAN SACHS & CO. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,400,950.00000000

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

70,294,350.00000000

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	10,713,555,087.47000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	2,795,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	22,423,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	17,925,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,507,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,795,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,091,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,816,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	14,193,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	1,768,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,862,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	2,890,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	15,457,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,000,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,577,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,297,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	17,207,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	6,325,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	12,260,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,917,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,219,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,818,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	7,570,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	892,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	14,136,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,570,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,423,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,952,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	930,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	882,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,307,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,671,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	2,241,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,979,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,244,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	2,389,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	14,665,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	936,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,582,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	5,832,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	921,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	14,664,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,232,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	11,087,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	8,115,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,852,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	8,559,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,897,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	8,132,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,642,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,541,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	9,821,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,620,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	12,806,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,407,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	2,840,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	37,586,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,106,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	5,505,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	15,406,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	3,684,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	2,681,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	10,095,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	15,171,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,656,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,384,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,444,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	26,787,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,001,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,757,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,875,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,754,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,497,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	931,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,012,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,184,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,815,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,024,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,262,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	10,190,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	20,708,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,141,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	9,719,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,077,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,884,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	13,533,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,024,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	9,594,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,825,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,948,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,064,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,225,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	8,803,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,298,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,089,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	52,093,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,125,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	52,102,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,360,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,339,270
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,445,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	9,598,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	10,336,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,153,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,637,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,513,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,470,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,600,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	1,300,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,909,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,909,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,120,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	998,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,758,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	3,498,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,304,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,398,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,090,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,500,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,600,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	865,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,112,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,506,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,000,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,618,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	6,245,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,697,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,432,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,700,000
ii. What was the number of days that the interfund loan was outstanding?	2
i. What was the average amount of the interfund loan when the loan was outstanding?	1,256,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,717,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	8,394,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	4,868,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,251,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,824,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	747,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,396,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	4,449,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,208,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,775,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,782,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,354,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,721,000
ii. What was the number of days that the interfund loan was outstanding?	1

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

Item C.21. Swing pricing.

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

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

Management Investment Record: 2

Item C.1. Background information.

a. Full Name of the Fund	Victory Special Value Fund
b. Series identication number, if any	S000000801
c. LEI	549300D22DIYZ0J0P974
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Y
ii. Class identification number, if any	C000111276
iii. Ticker symbol, if any	VSVYX
Shares Outstanding Record: 2
i. Full name of Class	C
ii. Class identification number, if any	C000002359
iii. Ticker symbol, if any	VSVCX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000002360
iii. Ticker symbol, if any	VSVGX
Shares Outstanding Record: 4
i. Full name of Class	I
ii. Class identification number, if any	C000052117
iii. Ticker symbol, if any	VSPIX
Shares Outstanding Record: 5
i. Full name of Class	A
ii. Class identification number, if any	C000002358
iii. Ticker symbol, if any	SSVSX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	84,246.94167
g. Provide the net income from securities lending activities	533.02

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	700

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	COWEN AND COMPANY, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,381.08000000
Brokers Record: 2
i. Full name of broker	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,173.12000000
Brokers Record: 3
i. Full name of broker	RBC CAPITAL MARKETS
ii. SEC file number	N/A
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,623.16000000
Brokers Record: 4
i. Full name of broker	ROBERT W. BAIRD & CO.
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,559.60000000
Brokers Record: 5
i. Full name of broker	RAYMOND JAMES & ASSOCIATES, INC
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,722.12000000
Brokers Record: 6
i. Full name of broker	OPPENHEIMER & CO. INC.
ii. SEC file number	008-04077
iii. CRD number	000000249
iv. LEI, if any	254900VH02JQR2L8XD64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,036.28000000
Brokers Record: 7
i. Full name of broker	STIFEL, NICOLAUS & COMPANY, INCORPORATED
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,111.08000000
Brokers Record: 8
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,893.30000000
Brokers Record: 9
i. Full name of broker	BARCLAYS CAPITAL INC.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,207.75000000
Brokers Record: 10
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,738.29000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	38,012.09000000

Item C.17. Principal transactions.

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

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

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

0

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	47,966,239.61000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Item C.21. Swing pricing.

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

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

Management Investment Record: 3

Item C.1. Background information.

a. Full Name of the Fund	Victory Sycamore Small Company Opportunity Fund
b. Series identication number, if any	S000000800
c. LEI	5493000P7VZ2LJL8MG81
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000002356
iii. Ticker symbol, if any	SSGSX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000111275
iii. Ticker symbol, if any	VSOYX
Shares Outstanding Record: 3
i. Full name of Class	R6
ii. Class identification number, if any	C000164985
iii. Ticker symbol, if any	VSORX
Shares Outstanding Record: 4
i. Full name of Class	I
ii. Class identification number, if any	C000052116
iii. Ticker symbol, if any	VSOIX
Shares Outstanding Record: 5
i. Full name of Class	R
ii. Class identification number, if any	C000002357
iii. Ticker symbol, if any	GOGFX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	168,045,948.1
g. Provide the net income from securities lending activities	299,903.08

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	2,697

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	GOLDMAN SACHS & CO. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	333,564.42000000
Brokers Record: 2
i. Full name of broker	ROBERT W. BAIRD & CO.
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	157,086.53000000
Brokers Record: 3
i. Full name of broker	STIFEL, NICOLAUS & COMPANY, INCORPORATED
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	322,056.56000000
Brokers Record: 4
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	152,345.86000000
Brokers Record: 5
i. Full name of broker	BARCLAYS CAPITAL INC.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	135,310.92000000
Brokers Record: 6
i. Full name of broker	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	171,206.42000000
Brokers Record: 7
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	373,848.93000000
Brokers Record: 8
i. Full name of broker	BTIG, LLC.
ii. SEC file number	008-65473
iii. CRD number	000122225
iv. LEI, if any	549300GTG9PL6WO3EC51
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	96,543.72000000
Brokers Record: 9
i. Full name of broker	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	237,690.79000000
Brokers Record: 10
i. Full name of broker	RAYMOND JAMES & ASSOCIATES, INC
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	148,887.56000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,852,176.79000000

Item C.17. Principal transactions.

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

Principal Transactions Record: 1
i. Full name of dealer	Knight Securities
ii. SEC file number	008-25576
iii. CRD number	000008504
iv. LEI, if any	N/A
v. State, if applicable	NEW JERSEY
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	276,567.32000000
Principal Transactions Record: 2
i. Full name of dealer	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	946,516.86000000
Principal Transactions Record: 3
i. Full name of dealer	PIPER JAFFRAY & CO.
ii. SEC file number	008-15204
iii. CRD number	000000665
iv. LEI, if any	549300GRQCWQ3XGH0H10
v. State, if applicable	MINNESOTA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,785,000.00000000
Principal Transactions Record: 4
i. Full name of dealer	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	531,784.36000000
Principal Transactions Record: 5
i. Full name of dealer	GOLDMAN SACHS & CO. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,502,600.00000000

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

7,042,468.54000000

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	5,088,199,578.02000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	1,971,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	19,505,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,352,000
ii. What was the number of days that the interfund loan was outstanding?	1

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

Item C.21. Swing pricing.

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

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

Management Investment Record: 4

Item C.1. Background information.

a. Full Name of the Fund	Victory Strategic Allocation Fund
b. Series identication number, if any	S000000785
c. LEI	549300ZOUYRXF3KNSG53
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000002330
iii. Ticker symbol, if any	VBFCX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000052111
iii. Ticker symbol, if any	VBFIX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000002331
iii. Ticker symbol, if any	VBFGX
Shares Outstanding Record: 4
i. Full name of Class	A
ii. Class identification number, if any	C000002329
iii. Ticker symbol, if any	SBALX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

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

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	4,314

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	722.66000000
Brokers Record: 2
i. Full name of broker	RBC CAPITAL MARKETS
ii. SEC file number	N/A
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	10.70000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	733.36000000

Item C.17. Principal transactions.

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

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

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

0

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	24,395,673.57000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Item C.21. Swing pricing.

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

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

Management Investment Record: 5

Item C.1. Background information.

a. Full Name of the Fund	Victory Diversified Stock Fund
b. Series identication number, if any	S000000787
c. LEI	5493005MQ6S665CZJE22
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	6
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R
ii. Class identification number, if any	C000002337
iii. Ticker symbol, if any	GRINX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000111270
iii. Ticker symbol, if any	VDSYX
Shares Outstanding Record: 3
i. Full name of Class	R6
ii. Class identification number, if any	C000138365
iii. Ticker symbol, if any	VDSRX
Shares Outstanding Record: 4
i. Full name of Class	I
ii. Class identification number, if any	C000052113
iii. Ticker symbol, if any	VDSIX
Shares Outstanding Record: 5
i. Full name of Class	A
ii. Class identification number, if any	C000002333
iii. Ticker symbol, if any	SRVEX
Shares Outstanding Record: 6
i. Full name of Class	C
ii. Class identification number, if any	C000002336
iii. Ticker symbol, if any	VDSCX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,583,045.846
g. Provide the net income from securities lending activities	13,486.78

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	3,812

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	BARCLAYS CAPITAL INC.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	23,427.18000000
Brokers Record: 2
i. Full name of broker	COWEN AND COMPANY, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,297.72000000
Brokers Record: 3
i. Full name of broker	ROBERT W. BAIRD & CO.
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,338.88000000
Brokers Record: 4
i. Full name of broker	RAYMOND JAMES & ASSOCIATES, INC
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20,765.44000000
Brokers Record: 5
i. Full name of broker	OPPENHEIMER & CO. INC.
ii. SEC file number	008-04077
iii. CRD number	000000249
iv. LEI, if any	254900VH02JQR2L8XD64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,274.52000000
Brokers Record: 6
i. Full name of broker	GOLDMAN SACHS & CO. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,807.46000000
Brokers Record: 7
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	33,157.38000000
Brokers Record: 8
i. Full name of broker	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21,466.78000000
Brokers Record: 9
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,590.73000000
Brokers Record: 10
i. Full name of broker	STIFEL, NICOLAUS & COMPANY, INCORPORATED
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,688.36000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	206,801.05000000

Item C.17. Principal transactions.

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

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

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

0

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	267,595,933
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Item C.21. Swing pricing.

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

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

Management Investment Record: 6

Item C.1. Background information.

a. Full Name of the Fund	Victory INCORE Investment Grade Convertible Fund
b. Series identication number, if any	S000000786
c. LEI	549300ZE7EDX9F7SCK90
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	2
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000052112
iii. Ticker symbol, if any	VICIX
Shares Outstanding Record: 2
i. Full name of Class	A
ii. Class identification number, if any	C000002332
iii. Ticker symbol, if any	SBFCX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	12,903,767.4
g. Provide the net income from securities lending activities	57,629.58

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	7,207

Item C.16. Brokers.

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

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

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

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0

Item C.17. Principal transactions.

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

Principal Transactions Record: 1
i. Full name of dealer	WELLS FARGO SECURITIES, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	33,137,199.82000000
Principal Transactions Record: 2
i. Full name of dealer	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	22,131,387.49000000
Principal Transactions Record: 3
i. Full name of dealer	STIFEL, NICOLAUS & COMPANY, INCORPORATED
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,158,631.69000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. MORGAN SECURITIES LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,821,933.41000000
Principal Transactions Record: 5
i. Full name of dealer	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,635,791.03000000
Principal Transactions Record: 6
i. Full name of dealer	CITIGROUP GLOBAL MARKETS INC.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,560,013.32000000
Principal Transactions Record: 7
i. Full name of dealer	OPPENHEIMER & CO. INC.
ii. SEC file number	008-04077
iii. CRD number	000000249
iv. LEI, if any	254900VH02JQR2L8XD64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	20,022,832.63000000
Principal Transactions Record: 8
i. Full name of dealer	CREDIT SUISSE SECURITIES (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	17,891,713.29000000
Principal Transactions Record: 9
i. Full name of dealer	BARCLAYS CAPITAL INC.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	35,681,719.36000000
Principal Transactions Record: 10
i. Full name of dealer	MUFG SECURITIES AMERICAS INC.
ii. SEC file number	008-43026
iii. CRD number	000019685
iv. LEI, if any	K5HU16E3LMSVCCJJJ255
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	18,311,077.71000000

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

227,330,343.56000000

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	296,213,944.36000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	17,925,000
ii. What was the number of days that the interfund loan was outstanding?	1

Item C.21. Swing pricing.

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

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

Management Investment Record: 7

Item C.1. Background information.

a. Full Name of the Fund	Victory INCORE Fund for Income
b. Series identication number, if any	S000000792
c. LEI	549300Q6NPQ3FQP3QL05
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	6
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R6
ii. Class identification number, if any	C000155524
iii. Ticker symbol, if any	VFFRX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000111273
iii. Ticker symbol, if any	VFFYX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000002346
iii. Ticker symbol, if any	GGIFX
Shares Outstanding Record: 4
i. Full name of Class	I
ii. Class identification number, if any	C000098399
iii. Ticker symbol, if any	VFFIX
Shares Outstanding Record: 5
i. Full name of Class	C
ii. Class identification number, if any	C000002345
iii. Ticker symbol, if any	VFFCX
Shares Outstanding Record: 6
i. Full name of Class	A
ii. Class identification number, if any	C000002344
iii. Ticker symbol, if any	IPFIX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

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

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	59,475

Item C.16. Brokers.

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

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

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

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0

Item C.17. Principal transactions.

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

Principal Transactions Record: 1
i. Full name of dealer	MIZUHO SECURITIES USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	143,161,238.07000000
Principal Transactions Record: 2
i. Full name of dealer	MORGAN STANLEY & CO. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	371,109,512.81000000
Principal Transactions Record: 3
i. Full name of dealer	WELLS FARGO SECURITIES, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	349,946,622.99000000
Principal Transactions Record: 4
i. Full name of dealer	CITIGROUP GLOBAL MARKETS INC.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	95,083,464.21000000
Principal Transactions Record: 5
i. Full name of dealer	A K CAPITAL LLC
ii. SEC file number	008-43682
iii. CRD number	000028345
iv. LEI, if any	254900GCGRJ09YAS2P82
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	61,184,746.01000000
Principal Transactions Record: 6
i. Full name of dealer	J.P. MORGAN SECURITIES LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	151,202,531.58000000
Principal Transactions Record: 7
i. Full name of dealer	NOMURA SECURITIES INTERNATIONAL, INC.
ii. SEC file number	008-15255
iii. CRD number	000004297
iv. LEI, if any	OXTKY6Q8X53C9ILVV871
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	391,209,241.73000000
Principal Transactions Record: 8
i. Full name of dealer	BMO CAPITAL MARKETS CORP.
ii. SEC file number	008-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	153,199,119.06000000
Principal Transactions Record: 9
i. Full name of dealer	BNP PARIBAS SECURITIES CORP.
ii. SEC file number	008-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	64,003,276.52000000
Principal Transactions Record: 10
i. Full name of dealer	DEUTSCHE BANK SECURITIES INC.
ii. SEC file number	008-17822
iii. CRD number	000002525
iv. LEI, if any	9J6MBOOO7BECTDTUZW19
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	119,750,854.77000000

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

2,106,264,889.26000000

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	862,717,115.60000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

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

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	1,818,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	17,207,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	7,570,000
ii. What was the number of days that the interfund loan was outstanding?	3

Item C.21. Swing pricing.

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

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

Management Investment Record: 8

Item C.1. Background information.

a. Full Name of the Fund	Victory NewBridge Large Cap Growth Fund
b. Series identication number, if any	S000000791
c. LEI	5493000D51JI4NEOVU13
d. Is this the first filing on this form by the Fund?	Yes No

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

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000002342
iii. Ticker symbol, if any	VFGCX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000098398
iii. Ticker symbol, if any	VFGIX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000111272
iii. Ticker symbol, if any	VFGYX
Shares Outstanding Record: 4
i. Full name of Class	A
ii. Class identification number, if any	C000002341
iii. Ticker symbol, if any	VFGAX

Item C.3. Type of fund.

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

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

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

Item C.4. Diversification.

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

Yes No

Item C.5. Investments in certain foreign corporations.

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

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

Yes No

Item C.6. Securities lending.

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

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

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

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

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

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

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

Idemnity Providers Record: 1

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

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

Yes No

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

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

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	122,966.27
g. Provide the net income from securities lending activities	330.9

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   N/A

Item C.8. Expense limitations.

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

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

Item C.9. Investment advisers.

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

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

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

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

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

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

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

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

Item C.10. Transfer agents.

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

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

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

Yes No

Item C.11. Pricing services.

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

Pricing Services Record: 1
i. Full name	ICE Data Services
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Reuters
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

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

Yes No

Item C.12. Custodians.

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

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

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

Yes No

Item C.13. Shareholder servicing agents.

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

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

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

Yes No

Item C.14. Administrators.

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

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

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

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-47577
c. CRD number	000037059
d. LEI, if any	549300ONM3SKSOHIQ840
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	527

Item C.16. Brokers.

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

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

Brokers Record: 1
i. Full name of broker	JEFFERIES LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	47.80000000
Brokers Record: 2
i. Full name of broker	WILLIAM BLAIR & COMPANY L.L.C.
ii. SEC file number	008-02698
iii. CRD number	000001252
iv. LEI, if any	549300J0P7XYE8BMZ775
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	356.40000000
Brokers Record: 3
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	22.23000000
Brokers Record: 4
i. Full name of broker	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	114.50000000
Brokers Record: 5
i. Full name of broker	NORTHLAND SECURITIES, INC.
ii. SEC file number	008-48994
iii. CRD number	000040258
iv. LEI, if any	254900ZIK4MLVQAWLS15
v. State, if applicable	MINNESOTA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	419.26000000
Brokers Record: 6
i. Full name of broker	COWEN AND COMPANY, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,048.32000000
Brokers Record: 7
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	334.76000000
Brokers Record: 8
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	33.72000000
Brokers Record: 9
i. Full name of broker	J.P. MORGAN SECURITIES LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	144.15000000
Brokers Record: 10
i. Full name of broker	RBC CAPITAL MARKETS
ii. SEC file number	N/A
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	609.61000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,158.53000000

Item C.17. Principal transactions.

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

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

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

0

Item C.18. Payments for brokerage and research.

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

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	16,319,456.39000000
b. Provide the money market fund's daily average net assets during the reporting period

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

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

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

Yes No

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Shared Credit Users Record: 1

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

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

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

Shared Credit Users Record: 4

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

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

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

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

Item C.21. Swing pricing.

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

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